HST Global, Inc. - Quarter Report: 2009 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the
quarterly period ended September 30, 2009
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period
from to
Commission
file number 000-15303
HST
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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73-1215433
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.
R. S. Employer Identification No.)
|
|
150
Research Drive, Hampton, VA
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23666
|
|
(Address
of principal executive offices)
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(Zip
Code)
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Issuer's
telephone number 757-766-6100
n/a
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.Yes [x] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
|
|
Non-accelerated
filer
|
[ ]
|
Smaller
reporting company
|
[x]
|
|
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).Yes
[ ] No [x]
The number
of shares of the registrant’s common stock outstanding as of September 30, 2009
was 25,234,053 shares.
1
TABLE OF
CONTENTS
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PART
I - FINANCIAL INFORMATION
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3
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Item
1.
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Financial
Statements
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3
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3
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4
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5
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6
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Item
2.
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10
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Item
3.
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11
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| Item 4. | 12 | |
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13
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Item
1.
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13
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Item
2.
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13
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Item
3.
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13
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Item
4.
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13
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Item
5.
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13
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Item
6.
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13
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15 | |
Page
2
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(Formerly
Health Source Technologies, Inc.)
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||||||||
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(a
Development Stage Company)
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||||||||
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CONDENSED
CONSOLIDATED BALANCE SHEETS
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||||||||
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September
30, 2009
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December
31, 2008
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|||||||
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(Unaudited)
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(Audited)
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|||||||
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ASSETS
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||||||||
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CURRENT
ASSETS:
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||||||||
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Cash
and cash equivalents
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$ | (1,633 | ) | $ | 776 | |||
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Property,
plant and equipment, net of
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||||||||
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accumulated
depreciation
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1,704 | 2,433 | ||||||
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TOTAL
ASSETS
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$ | 71 | $ | 3,210 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||
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CURRENT
LIABILITIES:
|
||||||||
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Accounts
payable and accrued expenses
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$ | 428,854 | $ | 50,865 | ||||
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Deposits
- Shareholder
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200,000 | 250,000 | ||||||
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Advances
from Shareholder
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234,610 | 2,010 | ||||||
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Note
payable - related party
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100,000 | 100,000 | ||||||
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Total
Current Liabilities
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$ | 963,464 | $ | 402,875 | ||||
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STOCKHOLDERS'
EQUITY (DEFICIENCY):
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||||||||
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Preferred
stock; 5,000,000 shares authorized;
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||||||||
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$.001
par value; 1,000,000 shares issued and
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||||||||
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none
outstanding
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||||||||
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Capital
stock, $.001 par value; 100,000,000
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||||||||
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shares
authorized;
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||||||||
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25,234,053
shares issued and outstanding at
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||||||||
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September
30, 2009; 24,886,053 shares issued and
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||||||||
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outstanding
at December 31, 2008
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25,234 | 24,887 | ||||||
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Additional
paid-in capital
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1,624,438 | 1,190,646 | ||||||
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Deficit
accumulated during the development stage
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(2,613,065 | ) | (1,615,198 | ) | ||||
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Total
Stockholders' Equity (Deficiency)
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$ | (963,393 | ) | $ | (399,665 | ) | ||
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TOTAL
LIABILITIES AND STOCKHOLDERS'
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||||||||
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EQUITY/(DEFICIT)
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$ | 71 | $ | 3,210 | ||||
Page
3
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(Formerly
Health Source Technologies, Inc.)
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||||||||||||||||||||
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(a
Development Stage Company)
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||||||||||||||||||||
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CONSOLIDATED
STATEMENTS OF OPERATIONS
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||||||||||||||||||||
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THREE
MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008 AND
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||||||||||||||||||||
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FOR
THE PERIOD FROM THE DATE OF INCEPTION (AUGUST 6, 2007) TO SEPTEMBER 30,
2009
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||||||||||||||||||||
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(Unaudited)
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||||||||||||||||||||
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Three
Months
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Three
Months
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Nine
Months
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Nine
Months
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From
Date of
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||||||||||||||||
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Ended
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Ended
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Ended
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Ended
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Inception
(8/6/07) to
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||||||||||||||||
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September
30, 2009
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September
30, 2008
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September
30, 2009
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September
30, 2008
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September
30, 2009
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||||||||||||||||
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REVENUES
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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COST
OF SALES
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- | - | - | - | - | |||||||||||||||
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GROSS
PROFIT
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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OPERATING
EXPENSES:
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||||||||||||||||||||
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Salaries
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$ | 20,308 | $ | 24,879 | $ | 38,308 | $ | 63,646 | $ | 140,954 | ||||||||||
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Consulting
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155,640 | 78,000 | 577,621 | 709,000 | 1,412,948 | |||||||||||||||
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General
and administrative expenses
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141,064 | 331,612 | 381,939 | 501,424 | 1,020,036 | |||||||||||||||
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TOTAL
OPERATING EXPENSES
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$ | 317,012 | $ | 434,491 | $ | 997,868 | $ | 1,274,070 | $ | 2,573,938 | ||||||||||
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NET
(LOSS)
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$ | (317,012 | ) | $ | (434,491 | ) | $ | (997,868 | ) | $ | (1,274,070 | ) | $ | (2,573,938 | ) | |||||
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NET
INCOME (LOSS) PER SHARE:
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||||||||||||||||||||
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BASIC
AND DILUTED - COMMON
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$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.07 | ) | ||||||||
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WEIGHTED
AVERAGE SHARES OUTSTANDING:
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||||||||||||||||||||
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BASIC
AND DILUTED - COMMON
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25,234,053 | 20,602,002 | 25,073,831 | 20,361,712 | ||||||||||||||||
Page
4
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(Formerly
Health Source Technologies, Inc.)
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||||||||||||
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(a
Development Stage Company)
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||||||||||||
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CONSOLIDATED
STATEMENTS OF CASH FLOWS
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||||||||||||
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NINE
MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND
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||||||||||||
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FOR
THE PERIOD FROM THE DATE OF INCEPTION (AUGUST 6, 2007) TO SEPTEMBER 30,
2009
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||||||||||||
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(unaudited)
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||||||||||||
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Nine
Months
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Nine
Months
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From
Date of Inception
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||||||||||
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Ended
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Ended
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(August
6, 2007) to
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September
30, 2009
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September
30, 2008
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September
30, 2009
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||||||
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Net
income (loss)
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$ | (997,868 | ) | $ | (1,274,070 | ) | $ | (2,573,938 | ) | |||
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Adjustments
to reconcile net loss to net cash used
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||||||||||||
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in
operating activities:
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||||||||||||
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Depreciation
and amortization
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729 | 230 | 1,213 | |||||||||
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Common
stock issued for services
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7,890 | 142,500 | 150,390 | |||||||||
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Changes
in operations-assets and liabilities
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||||||||||||
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net
of acquisitions:
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||||||||||||
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Accounts
payable and accrued expenses
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377,989 | (14,797 | ) | 428,854 | ||||||||
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Note
payable
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- | 100,000 | 100,000 | |||||||||
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Tax
payable
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||||||||||||
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Net
Cash used in Operating Activities
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$ | (611,260 | ) | $ | (1,046,137 | ) | $ | (1,893,481 | ) | |||
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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||||||||||||
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Purchase
of equipment
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- | (2,917 | ) | (2,917 | ) | |||||||
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Net
Cash used in Investing Activities
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$ | - | $ | (2,917 | ) | $ | (2,917 | ) | ||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||||||
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Proceeds
from sale of common stock
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176,250 | 1,049,000 | 1,226,750 | |||||||||
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Deposits
from shareholders
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200,000 | 6,000 | 450,000 | |||||||||
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Advances
from shareholders
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232,600 | - | 234,610 | |||||||||
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Effect
of merger adjustment
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- | - | (16,596 | ) | ||||||||
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Proceeds
from loans
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- | - | - | |||||||||
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Net
cash provided by financing activities
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608,850 | 1,055,000 | 1,894,764 | |||||||||
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Net
Increase (decrease) in cash
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$ | (2,409 | ) | $ | 5,946 | $ | (1,634 | ) | ||||
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CASH
AT BEGINNING PERIOD
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$ | 776 | $ | 985 | $ | - | ||||||
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CASH
AT END OF PERIOD
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$ | (1,633 | ) | $ | 6,931 | $ | (1,634 | ) | ||||
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SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||||||
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Accounts
payable acquired in merger
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$ | 16,395 | ||||||||||
Page
5
(FORMERLY
HEALTH SOURCE TECHNOLOGIES, INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2009
(UNAUDITED)
NOTE
1 - BASIS OF PRESENTATION
The
consolidated financial statements of HST Global, Inc. and subsidiaries (the
"Company") have been prepared in accordance with generally accepted accounting
principles for financial information and pursuant to the requirements for
reporting on Form 10-Q. Accordingly they do not include all the information and
footnotes required by accounting principles generally accepted in the United
States of American for complete financial statements. However, such information
reflects all adjustments (consisting of normal recurring adjustments), which
are, in the opinion of management, necessary for the fair presentation of the
consolidated financial position and the consolidated results of operations.
Results shown for interim periods are not necessarily indicative of the results
to be obtained for a full year. The consolidated balance sheet information as of
September 30, 2009 was derived from the audited consolidated financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2008. These annual financial statements should be read in
conjunction with that report.
The
consolidated financial statements include the accounts of the Company and Health
Source Technologies, Inc (a wholly owned subsidiary).
NOTE
2 - NATURE AND PURPOSE OF BUSINESS
HST
Global, Inc. (the Company) was incorporated under the laws of the state of
Nevada on August 6, 2007. The company is currently headquartered in Hampton,
Virginia. HST Global, Inc. is an Integrated Health and Wellness company that is
developing and / or acquiring a network of Wellness Centers worldwide that are
primarily focused on the immunotherapy and alternative treatment of late stage
cancer. In addition, the company intends to acquire innovative products for the
treatment of late stage cancer. In this regard, the company primarily focuses on
homeopathic and alternative product candidates that are undergoing or have
already completed significant clinical testing for the treatment of late stage
cancer.
The
company has identified the growing acceptance of alternative cancer treatments
worldwide which has placed us in a perfect position to open our own brand of
Cancer Treatment Centers. This strategy will enable the company to address the
challenges individuals face in the treatment of cancer in the later
stages.
NOTE
3 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH
AND CASH EQUIVALENTS
The
company considers all highly liquid debt instruments purchased with maturity of
three months or less to be cash equivalents.
REVENUE
RECOGNITION
The
company considers revenue to be recognized at the time the service is
performed.
Page
6
USE
OF ESTIMATES
The
preparation of the Company's financial statements required management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
The
Company's short-term financial instruments consist of cash and cash equivalents
and accounts payable. The carrying amounts of these financial instruments
approximate fair value because of their short-term maturities. Financial
instruments that potentially subject the Company to a concentration of credit
risk consist principally of cash. During the year the Company did not maintain
cash deposits at financial institution in excess of the $250,000 limit covered
by the Federal Deposit Insurance Corporation. The Company does not hold or issue
financial instruments for trading purposes nor does it hold or issue interest
rate or leverage derivative financial instruments.
EARNINGS
PER SHARE
Basic
Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury exercises that are
hypothetically used to repurchase the Company's common stock at the average
market price during the period. Loss per share is unchanged on a diluted basis
since the assumed exercise of common stock equivalents would have an
anti-dilutive effect.
INCOME
TAXES
The
Company uses the asset and liability method of accounting for income taxes as
required by SFAS No. 109 "Accounting for Income Taxes". SFAS 109 requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of certain assets and liabilities. Deferred income tax assets and
liabilities are computed annually for the difference between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period, plus or minus the change during the period
in deferred tax assets and liabilities. Deferred income taxes may
arise from temporary differences resulting from income and expense items
reported for financial accounting and tax purposes in different periods.
Deferred taxes are classified as current or non-current, depending on the
classification of the assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse. The Company had no
significant deferred tax items arise during any of the period
presented.
CONCENTRATION
OF CREDIT RISK
The
Company does not have any concentration of related financial credit
risk.
Page
7
RECENT
ACCOUNTING PRONOUNCEMENTS
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact to its financial
statements.
NOTE
4 - REVERSE MERGER, ACQUISITION AND BUSINESS DISPOSAL
On May 9,
2008, the Company entered into a merger and share exchange agreement with NT
Holding Corp. NT Holding Corp was incorporated on April 11, 1984 under the laws
of the State of Delaware. NT Holding Corp since its inception has been involved
in various business operations including mining and the development of mineral
properties. At the time of the merger and share exchange agreement, NT Holding
had disposed of its operation assets and previous operations and was considered
a development stage company.
This
business acquisition has been accounted for as a reverse merger
(recapitalization) with Health Source Technologies, Inc. deemed to be the
accounting acquirer and NT Holding Corp deemed to be the legal acquirer.
Accordingly, the historical financial information statements presented herein
are those of Health Source Technologies, Inc. The accumulated deficit of the
accounting acquirer has been carried forward after the acquisition as well as
its assets and liabilities. Operations prior to the business combination are
those of the acquirer. In conjunction with this business combination, the Board
of Directors approved a 25 for 1 reverse split of the Company's common stock.
The stock splits have been applied retroactively in the financial statements as
if the split had occurred at the inception of the company.
NOTE
5 - STOCKHOLDERS EQUITY
The
Company completed a business combination with Health Source Technologies Inc. on
May 9, 2008 (see Note 4). In conjunction with this acquisition the Board of
Directors approved a 25 for 1 reverse split of the Company's common stock. Prior
to the acquisition the Company had 30,039,203 shares of common stock
outstanding. The issuance of the 66,000,000 new shares of common stock to
facilitate the business combination gave the company a total of 96,039,203
shares outstanding immediately before the stock split. After the stock split
there were 4,041,568 shares outstanding. In addition, the post-acquisition
equity structure was to reflect a 95% ownership by the shareholders of Health
Source Technologies, Inc. In order to facilitate this structure, an additional
99,744,800 pre-split shares were issued and delivered to HST shareholders once
sufficient authorized capital was available. On December 31, 2008, 3,989,792
post split shares were issued. On December 31, 2008, 3,989,792 post split shares
were issued to Ron Howell, an officer and shareholder of the Company and Eric
Clemons, a shareholder of the Company to complete the terms of the acquisition
agreement. These shares have been retroactively reported in the financial
statements as being issued in conjunction with the acquisition that occurred on
May 5, 2008.
As part of
the consideration for this business combination there were also 1,000,000 shares
of preferred stock issued which where convertible into 16.2 (post split) shares
of the company's common stock. These preferred shares were converted into
16,200,000 shares of common stock.
The
Company has received $1,049,000 from various persons and companies as deposits
that were being held by the company in the anticipation of fulfilling a common
stock subscription agreement. On August 20, 2008 the Company issued 839,200
shares of its common stock at a purchase price of $1.25 per share. Also, on
August 20, 2008 the company issued 15,000 shares of common stock in exchange for
legal services rendered to the company. The shares were valued at $9.50 per
share which was the trading price of the shares on the date the shares were
issued.
Page
8
On October
28, 2008, the company received $250,000 from an investor for working capital.
This transaction was initially reported as a deposit from
shareholder. On June 9, 2009 the Company issued 200,000 shares at a
price of $1.25 per share. This issuance was completed in accordance with Section
4(2) of the Securities Act in an offering without any public offering or
distribution. These shares are restricted securities and include an appropriate
restrictive legend.
On
February 20, 2009, the company received $75,000 from an investor for working
capital. This investor was issued 60,000 shares, at a price of $1.25 per share.
This issuance was completed in accordance with Section 4(2) of the Securities
Act in an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive
legend.
On March
16, 2009, the company received $25,000 from an investor for working capital.
This investor was issued 20,000 shares, at a price of $1.25 per share. This
issuance was completed in accordance with Section 4(2) of the Securities Act in
an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive
legend.
On June 9,
2009, the company received $50,000 from an investor for working capital. This
investor was issued 40,000 shares, at a price of $1.25 per share. This issuance
was completed in accordance with Section 4(2) of the Securities Act in an
offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive
legend.
On June 9,
2009, the company received $26,250 from an investor for working capital. This
investor was issued 21,000 shares, at a price of $1.25 per share. This issuance
was completed in accordance with Section 4(2) of the Securities Act in an
offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive
legend.
On June
10, 2009 the company issued 5,000 shares of common stock in exchange for
services rendered to the company. The shares were valued at $1.27 per share
which was the trading price of the shares on the date the shares were
issued.
On July
15, 2009 the company issued 2,000 shares of common stock in exchange for
services rendered to the company. The shares were valued at $.82 per share which
was the trading price of the shares on the date the shares were
issued.
NOTE
6 - DEPOSITS - SHAREHOLDER
During
July and August of 2009, the company received a total of $200,000 from an
investor for working capital. This transaction has been reported as Deposits
from stockholders on the Company's Financial Statements.
NOTE
7 - FINANCIAL CONDITION AND GOING CONCERN
The
Company's financial statements have been presented on the basis that it will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Company
incurred a net loss from continuing operations of $997,868 for the nine months
ended September 30, 2009 and has an accumulated deficit of $2,613,065 at
September 30, 2009. These factors raise substantial doubt as to its ability to
obtain debt and/or equity financing and achieve profitable
operations.
Page
9
There are
no assurances that HST Global, Inc. will be able to either (1) achieve a level
of revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support its working capital requirements. To
the extent that funds generated from operations and any private placements,
public offerings and/or bank financing are insufficient, the Company will have
to raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to HST
Global, Inc. If adequate working capital is not available HST Global, Inc. may
be required to curtail its operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with the information
contained in the condensed consolidated financial statements of the Company and
the notes thereto appearing elsewhere herein and in conjunction with the
Management's Discussion and Analysis set forth in (1) the Company's Annual
Report on Form 10-K for the year ended December 31, 2008, as amended (which is
incorporated herein by this reference). As used in this report,
the terms "Company", "we", "our", "us" and "HSTC" refer to HST Global,
Inc.
PRELIMINARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
quarterly report contains forward-looking statements within the meaning of the
federal securities laws. These include statements about our expectations,
beliefs, intentions or strategies for the future, which we indicate by words or
phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe,"
"HSTC believes," "management believes" and similar language. The forward-looking
statements are based on the current expectations of HSTC and are subject to
certain risks, uncertainties and assumptions, including those set forth in the
discussion under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in this report. The actual results may differ
materially from results anticipated in these forward-looking statements. We base
the forward-looking statements on information currently available to us, and we
assume no obligation to update them.
Investors
are also advised to refer to the information in our filings with the Securities
and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K, in which we
discuss in more detail various important factors that could cause actual results
to differ from expected or historic results. It is not possible to foresee or
identify all such factors. As such, investors should not consider any list of
such factors to be an exhaustive statement of all risks and uncertainties or
potentially inaccurate assumptions.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
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10
RESULTS
OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2009 AS COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 2008
Revenues,
Cost of Sales and Operating Expenses
The
Company had revenues of $0 for the quarter ended September 30, 2009 as compared
to $0 for the quarter ended September 30, 2008. The costs of sales for the same
period were $0 in 2009 as compared to $0 for 2008. The Company incurred expenses
of $317,012 for the quarter ended September 30, 2009 as compared to $434,491for
the quarter ended September 30, 2008. The expenses in the third quarter of 2009
were incurred to further the company’s Research and Development efforts and
continue the company’s strategic plan of opening wellness clinics worldwide.
Until the Company obtains capital required to develop any properties or
businesses and obtains the revenues needed from its future operations to meet
its obligations, the Company will be dependent upon sources other than operating
revenues to meet its operating and capital needs. Operating revenues may never
satisfy these needs.
RESULTS
OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2009 AS COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2008
Revenues,
Cost of Sales and Operating Expenses
The
Company had revenues of $0 for the nine months ended September 30, 2009 as
compared to $0 for the nine months ended September 30, 2008. The costs of sales
for the same period were $0 in 2009 as compared to $0 for 2008. The Company
incurred expenses of $997,868 for the nine months ended September 30, 2009 as
compared to $1,274,070 for the nine months ended September 30, 2008. The
expenses in the first nine months of 2009 were incurred to further the company’s
Research and Development efforts and continue the company’s strategic plan of
opening wellness clinics worldwide. Until the Company obtains capital required
to develop any properties or businesses and obtains the revenues needed from its
future operations to meet its obligations, the Company will be dependent upon
sources other than operating revenues to meet its operating and capital needs.
Operating revenues may never satisfy these needs.
GAIN
ON DISCONTINUED OPERATIONS
No income
or loss was recorded in the current quarter from discontinued operations or from
the disposal of a subsidiary.
LIQUIDITY
AND CAPITAL RESOURCES
Cash
Our cash
balance as of September 30, 2009 was $(1,633).
The
Company does not currently have sufficient capital in its accounts, nor
sufficient firm commitments for capital to assure its ability to meet its
current obligations or to continue its planned operations. The Company is
continuing to pursue working capital and additional revenue through the seeking
of the capital it needs to carry on its planned operations. There is no
assurance that any of the planned activities will be successful.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
None.
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11
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
Our Chief
Executive Officer and Chief Financial Officer (collectively the "Certifying
Officers") maintain a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed, is accumulated and communicated to management timely. Under the
supervision and with the participation of management, the Certifying Officers
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
Exchange Act) within 90 days prior to the filing date of this report. Based upon
that evaluation, the Certifying Officers concluded that our disclosure controls
and procedures are not effective in timely alerting them to material information
relative to our company required to be disclosed in our periodic filings with
the SEC.
CHANGES
IN INTERNAL CONTROLS
During the
Quarter ended September 30, 2009, there were no changes made to our internal
controls over financial reporting that are reasonably likely to affect the
reliability of those controls, or the accuracy of our financial
reporting.
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12
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
On July
15, 2009 the company issued 2,000 shares of common stock in exchange for
services rendered to the company. The shares were valued at $.82 per share which
was the trading price of the shares on the date the shares were
issued.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
The
following exhibits are filed as part of this quarterly report on Form
10-QSB:
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2
Certification of Acting Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2
Certification of Acting Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Dated:
November 13, 2009
|
HST
GLOBAL, INC.
|
|
|
(the
registrant)
|
||
|
By: \s\ Ron Howell
|
||
|
Ron
Howell
|
||
|
Chief
Executive Officer
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