HST Global, Inc. - Quarter Report: 2011 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, 2011

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

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]  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.

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, 2011 was 36,719,854 shares.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

3

Item 1.

Financial Statements

3

 

Condensed Consolidated Balance Sheets

3

 

Condensed Consolidated Statements of Operations and Comprehensive Income

 4

 

Condensed Consolidated Statements of Cash Flows

5

               

Notes to Condensed Consolidated Financial Statements

6

Item 2.

Management's Discussion & Analysis of Financial Condition and Results of operations

13

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

14

Item 4.

Controls and Procedures

14

PART II - OTHER INFORMATION

15

Item 1.

Legal Proceedings

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

(Removed and Reserved)

15

Item 5.

Other Information

15

Item 6.

Exhibit

15

Signatures

16

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HST GLOBAL INC. AND SUBSIDIARIES

(a Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2011 (unaudited) and December 31, 2010

The Accompanying Notes are an Integral Part of these Financial Statements

Page 3

HST GLOBAL, INC. AND SUBSIDIARIES (a Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months and Nine Months Ended September 30, 2011 and 2010 and the Period from the Date of Inception (August 6, 2007) to September 30, 2011 (unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,				From Date of Inception (August 6, 2007) to September 30,
	2011		2010		2011		2010		2011
Revenues	$ -		$ -		$ -		$ -		$ -
Cost Of Sales	-		-		-		-		-
Gross Profit	-		-		-		-		-
Operating Expenses:
Selling and distribution expenses	-		-		-		-		-
Salaries	-		-		-		-		176,031
Consulting	30,000		70,000		90,500		349,052		2,052,500
General and administrative expenses	51,978		85,582		176,075		328,173		1,682,204
Total Operating Expenses	81,978		155,582		266,575		677,225		3,910,735
Net (Loss) From Operations	(81,978)		(155,582)		(266,575)		(677,255)		(3,901,703)
Other Expenses:
Interest expense	-		-		-		13,507		142,372
Total Other Expenses	-		-		-		13,507		142,372
Net (Loss)	$ (81,978)		$ (155,582)		$ (266,575)		$ (690,732)		$ (4,053,107)
Net Income (Loss) Per Share: Basic And Diluted - Common	$ (0.00)		$ (0.01)		$ (0.01)		$ (0.02)
Weighted Average Shares Outstanding: Basic And Diluted - Common	36,719,854		28,719,854		35,830,964		28,603,187

The Accompanying Notes are an Integral Part of these Financial Statements

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The Accompanying Notes are an Integral Part of these Financial Statements

Page 5

HST GLOBAL, INC. AND SUBSIDIARIES
(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011

(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, 2011 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. These interim 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.

HST Global, Inc. is an integrated Health and Wellness Biotechnology company that is developing and/or acquiring a network of Wellness Centers worldwide with the primary focus on homeopathic and alternative treatments of late stage cancer and other life threatening diseases.  In addition, the Company intends to acquire innovative products for the treatment of life threatening diseases. 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 and/or life threatening diseases

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.

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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.  This method 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.

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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 3). 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.

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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 the purchase of common stock. 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 the purchase of common stock. 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 the purchase of common stock. 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 the purchase of common stock. 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.

On January 20, 2010 the Company issued 1,714,286 shares of common stock to Ron Howell as payment for consulting services performed during 2009.  The shares were valued at $.07 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 January 20, 2010 the Company issued 1,471,429 shares of common stock to Eric Clemons as payment for consulting services performed during 2009.  The shares were valued at $.07 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 April 23, 2010 the Company issued 150,000 shares of common stock in exchange for services rendered to the Company.  The shares were valued at $.50 per share which was the trading price of the Shares on the date the shares were issued.

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On May 20, 2010 the Company issued 150,000 shares of common stock in exchange for services rendered to the Company.  The shares were valued at $.22 per share which was the trading price of the shares on the date the shares were issued.

On February 2, 2011 the Company issued 1,000,000 shares of common stock to Ronald Howell as payment for consulting services performed during 2010.  The shares were valued at $.04 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 2, 2011 the Company issued 7,000,000 shares of common stock in exchange for debt owed during 2010.  The shares were valued at $.04 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.

NOTE 6 – ACCOUNTS PAYABLE AND ACCURED EXPENSES – RELATED PARTIES

Accounts payable and accrued expenses consist of the following at September 30, 2011 and December 31, 2010.

	At September 30, 2011		At December 31, 2010
The Health Network, Inc.	$ 140,462		$ 284,498
Ronald Howell	213,770		163,770
Eric Clemons	166,727		166,727
Total	$ 520,959		$ 614,996

NOTE 7 – SHAREHOLDER DEPOSITS

During July and August of 2009, the company received a total of $200,000 from an investor as a deposit for the purchase of common stock. This transaction has been reported as shareholder deposits on the company's financial statements.

NOTE 8 – NOTES PAYABLE – RELATED PARTIES

In connection with the reverse acquisition described in note 3 to the financial statements, the Company agreed to pay the former shareholders of the target company the sum of $100,000.  This note does carry an interest amount and is repayable upon demand by the holder of the note. Although the note does not carry a stated interest rate, there is a provision that the Company would owe an additional $50,000 if the note was note paid by a certain date or upon demand by the holder of the note.  The Company did not repay the note by the due date and has accrued an additional $50,000 owed under the terms of the note. Management of the Company disputes the amount owed under this note and is currently assessing the legal issues surrounding this obligation.

On November 25, 2009, the Company entered into an agreement with a shareholder of the Company.  Under terms of this agreement, the Company received $200,000 from this individual in exchange for the

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issuance of a promissory note in the principal amount of $200,000 and 200,000 shares of the Company’s common stock.  Under the terms of the promissory note, the Company is obligated to repay the principal amount of the note together with $20,000 interest on or before March 15, 2010.  

As of December 31, 2010, the Company had not issued the shares of common stock.  The Company has accrued interest in the amount of $46,000 owed under the terms of this agreement.  The Company recorded interest in the amount of $26,000 which represents the 200,000 shares of common stock valued at $.13 per share which was the trading price of the Company’s common stock on the date the agreement was executed by the Company.  The Company has also accrued an additional $20,000 as interest owed at December 31, 2010 based upon the terms of the promissory note. No additional interest has been accrued under this note for the quarter ended June 30, 2011.

The company has not repaid this note and there is no provision for additional interest once the note is in default.  This note was guaranteed by a former consultant of the Company.  The Company disputes the amount owed under this note and is currently assessing the legal issues surrounding this obligation.

NOTE 9 – ADVANCES FROM SHAREHOLDER

Mr. Howell has advanced $425,800 to the Company to assist with working capital needs.  These advances accrue interest at a rate of six percent (6%) per annum of the unpaid balance.  At September 30, 2011  the Company owes Mr. Howell the amount of $457,467 which includes accrued interest in the amount of $31,667.

Mr. Clemons has advanced $121,300 to the Company loans to assist with working capital needs.  These advances accrue interest at a rate of six percent (6%) per annum of the unpaid balance.  At September 30, 2011 the Company has recognized a liability to Mr. Clemons in the amount of $135,839 which includes accrued interest in the amount of $14,539.

The Company disputes the amount that is owed to Mr. Clemons and is currently assessing the legal issues concerning this obligation.

NOTE 10 - RELATED PARTY TRANSACTIONS

EXECUTIVE OFFICES

The Company's executive offices are located at 150 Research Dr., Hampton VA. These offices are leased by The Health Network, Inc. ("THN"), of which Ron Howell is President. THN allows the Company to use the office space without a formal sublease or rental agreement.

The Company currently accrues $15,000 per month as a general operating fee, which covers use of the office space, use of certain equipment, and various other services. The company paid a total $10,000 to The Health Network during 2010.  The Company issued 7,000,000 shares of common stock valued at $280,000 in February of 2011 as a partial payment for amounts due under this agreement.  At September 30, 2011 and 2010, the Company owed THN an amount of $140,462 and 136,698, respectively for amounts due under this agreement.

CONSULTING AGREEMENTS

The Company has entered into a consulting agreement with Mr. Howell, President of the Company, whereby the Company agreed to pay Mr. Howell $10,000 per month for consulting services thru December 31, 2010.  Mr. Howell received 1,714,286 shares of common stock valued at $120,000 as a

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partial payment for amounts owed under this agreement in January of 2010 and $0 during 2009.  The consulting agreement may be terminated at will by the Company. The Company intends to continue to engage Mr. Howell as a consultant until his consulting services are no longer required. Mr. Howell received 1,000,000 shares of common stock valued at $40,000 in February of 2011 as partial payment for amounts due under this agreement. As of September 30, 2011 and 2010, the Company owes Mr. Howell $213,770 and $65,030., respectively under the agreement.

The Company has entered into a consulting agreement with Eric Clemons, a shareholder of the Company, whereby the Company agreed to pay Mr. Clemons $10,000 per month for consulting services through December 2009. This employment agreement carried the provision that it could be extended beyond this date upon mutual agreement by both parties and that the agreement could be canceled by the Company at any time after that date.  Mr. Clemons received 1,471,419 shares of common stock valued at $103,000 as a partial payment for amounts owed under this agreement in January of 2010.  The Company continued to accrue amounts owed under this agreement through July of 2010.  The balance owed to Mr. Clemons at September 30, 2011 and 2010  is $166,727 and $126,728,  respectively under this agreement.  The Company disputes this amount and is currently assessing legal issues surrounding this obligation.

NOTE 11- 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 $847,850 for the year ended December 31, 2010 and has an accumulated deficit of $4,092,235 at September 30, 2011. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

There are no assurances that HSTC 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 HSTC. If adequate working capital is not available HSTC may be required to curtail its operations

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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.  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.

RESULTS OF OPERATIONS – THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2010

The Company had revenues of $0 for the quarter ended September 30, 2011 as compared to $0 for the quarter ended September 30, 2010. The costs of sales for the same period were $0 in 2011 as compared to $0 for 2010. The Company incurred expenses of $72,946 for the quarter ended September 30, 2011 as compared to $155,582 for the quarter ended September 30, 2010. The expenses in the third quarter of 2011 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.

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RESULTS OF OPERATIONS – THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AS COMPARED TO THE NINE MONTHS ENDED SETEMBER 30, 2010

The Company had revenue of $0 for the six months ended September 30, 2011 as compared to $0 for the quarter ended September 30, 2010.  The cost of sales for the same period were $0 in 2011 as compared to $0 for 2010.  The Company incurred expenses of $257,543 for the nine months ended September 30, 2011 as compared to $677,225 for the six months ended September 30, 2010.  The expenses in the nine months ended September 30, 2011 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.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance as of September 30, 2011 was $516.  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.

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Chief Executive Officer and Interim Chief Financial Officer (the "Certifying Officer") maintains 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 Officer 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 45 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officer 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, 2011, 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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PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

The Company had entered to certain loan agreements as referenced in Note 7 of the Financial Statements for the Year Ended December 31, 2010, filed with the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2010 (incorporated herein by this reference).  Facts have come to the Company’s attention that causes the Company to believe that the debts have been extinguished.  However, the Company cannot offer any assurance that the holders of the debt will not seek to enforce rights that the holders believe they may have under the respective agreements.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 2, 2011 the Company issued 1,000,000 shares of common stock to Ronald Howell as payment for consulting services performed during 2010.  The shares were valued at $.04 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 2, 2011 the Company issued 7,000,000 shares of common stock in exchange for debt owed during 2010.  The shares were valued at $.04 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.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – (Removed and Reserved)

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

The following exhibits are filed as part of this quarterly report on Form 10-Q:

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SIGNATURES

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 21, 2011		HST GLOBAL, INC.
		(the registrant)
		By:	\s\ Ron Howell
		Ron Howell
		Chief Executive Officer

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