0001674796-19-000096.txt : 20191119
0001674796-19-000096.hdr.sgml : 20191119
20191119154807
ACCESSION NUMBER: 0001674796-19-000096
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 42
CONFORMED PERIOD OF REPORT: 20190930
FILED AS OF DATE: 20191119
DATE AS OF CHANGE: 20191119
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: HST Global, Inc.
CENTRAL INDEX KEY: 0000797564
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 731215433
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-15303
FILM NUMBER: 191231058
BUSINESS ADDRESS:
STREET 1: 150 RESEARCH DR.
CITY: HAMPTON
STATE: VA
ZIP: 23666
BUSINESS PHONE: 757-766-6100
MAIL ADDRESS:
STREET 1: 150 RESEARCH DR.
CITY: HAMPTON
STATE: VA
ZIP: 23666
FORMER COMPANY:
FORMER CONFORMED NAME: NT HOLDING CORP.
DATE OF NAME CHANGE: 20041019
FORMER COMPANY:
FORMER CONFORMED NAME: ABSS CORP
DATE OF NAME CHANGE: 20020522
FORMER COMPANY:
FORMER CONFORMED NAME: UNICO INC
DATE OF NAME CHANGE: 19950726
10-Q
1
hstc-20190930.htm
HST GLOBAL, INC. - FORM 10-Q SEC FILING
HST Global, Inc. - Form 10-Q SEC filing
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2019
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
73-1215433
(State or other jurisdiction of incorporation or organization)
(I. R. S. Employer Identification No.)
150 Research Drive, Hampton, VA
23666
(Address of principal executive offices)
(Zip Code)
757-766-6100
(Registrant’s telephone number, including area code)
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 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 [x]
Page 1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ x ]
Smaller reporting company [x]
Emerging growth 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 November 19, 2019 was 63,719,854 shares.
Page 2
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
3
Item 1.
Financial Statements
4
Condensed Balance Sheets (unaudited)
4
Condensed Statements of Operations (unaudited)
5
Condensed Statements of Shareholder Equity (Deficit) (unaudited)
6
Condensed Statements of Cash Flow (unaudited)
7
Notes to Condensed Financial Statements (unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
17
Item 4.
Controls and Procedures
18
PART II
OTHER INFORMATION
19
Item 1.
Legal Proceedings
19
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
19
Item 3.
Default Upon Senior Securities
19
Item 4.
Mine Safety Disclosures
19
Item 5.
Other Information
19
Item 6.
Exhibits
19
Signatures
20
Page 3
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HST GLOBAL, INC.
Condensed Balance Sheets
September 30, 2019
December 31, 2018
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents
$16,950
$-
Prepaid Expenses
5,100
-
Total Current Assets
22,050
-
Total Assets
$22,050
$-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank overdraft payable
$-
$2,957
Accounts payable and accrued expenses
-
3.228
Accounts payable and accrued expenses - related parties
-
505,959
Accrued officer compensation
-
1,110,000
Accrued related party interest
-
376,629
Notes payable - related party
-
1,372,169
Total Current Liabilities
-
3,370,942
Total Liabilities
-
3,370,942
Stockholders' Deficit
Preferred stock; 10,000,000 and 5,000,000 shares authorized, respectively, at $0.001 par value, - 0- shares issued and outstanding at September 30, 2019 and December 31, 2018 respectively
-
-
Common stock; 200,000,000 and 100,000,000 shares authorized, respectively, at $0.001 par value, 63,719,854 and 36,719,854 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
63,720
36,720
Additional paid-in capital
5,298,764
2,384,824
Accumulated deficit
(5,340,434)
(5,792,486)
Total Stockholders' Deficit
22,050
(3,370,942)
Total Liabilities and Stockholders' Deficit
$22,050
$-
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 4
HST GLOBAL, INC.
Condensed Statements of Operations
(Unaudited)
For the Three Months
For the Nine Months
Ended September 30,
Ended September 30,
2019
2018
2019
2018
REVENUES
$-
$-
$-
$-
OPERATING EXPENSES
Consulting
12,881
30,000
72,881
90,000
General and administrative
42,127
4,638
53,193
17,970
Total Operating Expenses
55,008
34,638
126,074
107,970
Loss from Operations
(55,008)
(34,638)
(126,074)
(107,970)
OTHER INCOME (EXPENSE)
Gain on extinguishment of debt
596,000
-
596,000
-
Interest expense
-
(8,937)
(17,874)
(26,811)
Total Other Income (Expense)
596,000
(8,937)
578,126
(26,811)
Income (Loss) Before Income Taxes
540,992
(43,575)
452,052
(134,781)
Provision for Income Taxes
-
-
-
-
NET INCOME (LOSS)
$540,992
$(43,575)
$452,052
$(134,781)
Basic and Diluted Gain or (Loss) Per Share
$0.01
$(0.00)
$0.01
$(0.00)
Basic and Diluted Weighted Average Number of Common Shares Outstanding
51,866,374
36,719,854
47,031,209
36,719,854
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 5
HST Global, Inc.
Condensed Statements of Stockholders’ Deficit (Unaudited)
Preferred Stock
Common Stock
Additional Paid-in
Accumulated
Total Stockholder’s
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance, December 31, 2017
-
$-
36,719,854
$36,720
$2,384,824
$(5,614,151)
$(3,192,607)
Net loss
-
-
-
-
-
(46,814)
(46,814)
Balance, March 31, 2018
-
$-
36,719,854
$36,720
$2,384,824
$(5,660,965)
$(3,239,421)
Net loss
-
-
-
-
-
(44,393)
(44,393)
Balance, June 30, 2018
-
$-
36,719,854
$36,720
$2,384,824
$(5,705,357)
$(3,283,813)
Net loss
$-
-
-
-
(43,575)
(43,575)
Balance September 30, 2018
$-
36,719,854
36,720
$2,384,824
$(5,748,932)
$(3,327,388)
Balance, December 31, 2018
-
$-
36,719,854
$36,720
$2,384,824
$(5,792,486)
$(3,370,942)
Net loss
-
-
-
-
-
(45,245)
(45,245)
Balance, March 31, 2019
-
$-
36,719,854
$36,720
$2,384,824
$(5,837,731)
$(3,416,187)
Conversion of related Party debt
15,000,000
15,000
$2,479,976
$2,494,976
Net loss
-
-
-
-
-
(43,695)
(43,695)
Balance, June 30, 2019
-
$-
51,719,854
$51,720
4,864,800
$(5,881,426)
$(964,906)
Derecognition of related party debt
-
-
-
-
365,964
-
365,964
Common stock issued for cash
-
-
12,000,000
12,000
68,000
-
80,000
Net loss
-
-
-
-
-
540,992
540,992
Balance, September 30, 2019
-
$-
63,719,854
$63,720
$5,298,764
$(5,340,434)
$22,050
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 6
HST GLOBAL, INC.
Condensed Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30,
2019
2018
Operating Activities
Net income or (loss)
$452,052
$(134,781)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debt
(596,000)
-
Changes in operating assets and liabilities:
Prepaid Expense
(5,100)
-
Bank overdraft payable
(2,957)
1,387
Accounts payable and accrued expenses
(2,779)
(8)
Accrued officer compensation
60,000
90,000
Accrued related party interest
17,874
26,811
Net Cash Used in Operating Activities
(76,910)
(16,591)
Investing Activities
Net Cash Used in Investing Activities
-
-
Financing Activities
Proceeds from sale of common stock
80,000
-
Proceeds from notes payable - related party
13,860
16,300
Net Cash Provided by Financing Activities
93,860
16,300
Net Change in Cash and Cash Equivalents
16,950
(291)
Cash and Cash Equivalents at Beginning of Period
-
291
Cash and Cash Equivalents at End of Period
$16,950
$-
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest
$-
$-
Cash paid for taxes
$-
$-
Non-Cash Financing Activities:
Accounts payable and accrued expenses converted to common shares
$1,509680
$-
Notes payable and accrued interest converted to common shares
$985,296
$-
Extinguishment of related party liabilities
$365,964
$-
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 7
HST GLOBAL, INC.
Notes to Condensed Financial Statements (Unaudited)
September 30, 2019
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
HST Global, Inc. (the "Company") was incorporated on April 11, 1984 under the laws of the State of Delaware under the name of NT Holding Corporation. The Company has made several acquisitions and disposals of various business entities and activities. On May 9, 2008, the Company entered into a Merger and share exchange agreement with Health Source Technologies, Inc. This business acquisition has been accounted for as a reverse merger or recapitalization of Health Source Technologies, Inc. At the time of the merger NT Holding Corporation had disposed of its assets and liabilities and had minimal operations. Immediately after the acquisition the Company changed its name to HST Global, Inc. Health Source Technologies, Inc. was incorporated under the laws of the State of Nevada on August 6, 2007. The Company is currently headquartered in Hampton, Virginia.
The accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited quarterly financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company as of and for the fiscal year ended December 31, 2018. The results of operations for the period ended September 30, 2019, are not necessarily indicative of the results for a full-year period.
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 2 – PROPOSED ASSET PURCHASE AGREEMENT
On June 26, 2019, the Company held a special meeting of shareholders based on the request of the Board of Directors. A majority of shareholders voted to approve and provide majority consent to authorize the officers of the Corporation to (i) effect a reverse stock split of all the outstanding shares of the Corporation’s common stock at an exchange ratio of 1 post-split share for 15 pre-split shares (1:15); and (ii) amend the Corporation’s Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock of the Corporation to 200,000,000 shares, and the number of authorized shares of preferred stock of the Corporation to 10,000,000 shares. The reverse stock split is not effective as of the date the financial statements were issued. The split has been applied for with FINRA and the Company is waiting for the Effective date to be granted by FINRA which will only become effective based on review by FINRA.
Page 8
On August 9, 2019, HST Global, Inc., a Nevada corporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Orbital Group, Inc., a Nevada corporation (the “Seller”) to purchase the Seller’s contract rights (the “Assets”) to a revenue sharing agreement (referred to herein as the “Acquisition”) between Orbital Group, Inc. (also referred to herein as “Seller” or “OGI”) and VeraClaim, Ltd. (referred to herein as “VeraClaim,”). Subject to the terms and conditions of the Agreement between VeraClaim, Ltd. and Orbital Group, Inc., Orbital Group, Inc has limited Rights to market the services and products known as and based on the RevSource Platform and its associated products and services owned by VeraClaim, Ltd. in the Territory, which includes all countries of the world to potential clients in all countries of the world. VeraClaim, Ltd. has not sold, transferred or assigned to Orbital Group, Inc. intellectual and physical property relating to the RevSource Platform or any associated products or services.
As of the date of this filing the Acquisition has not been completed and is still subject to customary closing conditions and is expected to close on or around November 26, 2019. It is anticipated that prior to closing of the Acquisition, the Company will have been able to implement the change in its capital structure based on the approval of shareholders which was approved on June 26, 2019. Based on the terms of the Acquisition Terms the recapitalization is required to be declared effective to ensure that there are no more than 4,500,000 shares of post reverse split common stock outstanding immediately prior to closing the Acquisition. At the closing of the Acquisition, the Company will pay to the Seller 19,500,000 post reverse split shares of Company common stock as the purchase price for the Assets.
The final closing of the transaction is pending based on final review by management to include a review of relative regulatory requirements and regulations regarding HIPAA, as well as compliance with cybersecurity regulations related to managing patient medical records and other due diligence items relating to the transaction.
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-K and 10-Q.
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
Page 9
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Basic and Diluted Income (Loss) Per Share
The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding as of September 30, 2019 and 2018.
Stock-Based Compensation
The Company adopted ASC 718, “Stock Compensation”, upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of September 30, 2019, the Company has not issued any employer stock options.
Fair Value of Financial Instruments
The Company adopted ASC 820 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.
The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Page 10
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
Recently Issued Accounting Pronouncements
ASC 842, Leases, was added by ASU 2016-02 on February 25, 2016, effective for fiscal periods beginning after December 15, 2018 and interim periods therein. ASC 842 provides the requirements of financial accounting and reporting for lessees and lessors. The Company has adopted ASC 842 on January 1, 2019 and has concluded that no adjustments were needed.
Management has considered all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Page 11
NOTE 5 – RELATED PARTY TRANSACTIONS
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 through December 31, 2010. The Company had agreed to continue to engage Mr. Howell as a consultant until his consulting services are no longer required. As of September 30, 2019, and December 31, 2018, the Company owed Mr. Howell $0 and $1,040,000, respectively based on the terms of the agreement entered into on June 28, 2019, in which Mr. Howell agreed to exchange this payable for restricted common stock as part of the conversion of all of the money owed to him and his affiliates. The transaction included a total conversion amount of $2,494,976 exchanged for a total of 15,000,000 shares of common stock in a series of debt exchange transactions based on a pre-reverse split basis are as follows:
1.The Company issued 11,184,920 shares of restricted common shares to Ron Howell CEO for conversion of $1,860,407 owed to him by the Company for loans, consulting fees, reimbursements or other payables to equity in full payment of all obligations.
2.The Company issued 3,639,592 shares of Common stock to The Health Network, Inc., a company controlled by Ron Howell, CEO of the Company for conversion of $605,379, the total amount of money owed to The Health Network, Inc. by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.
3.The Company issued 116,996 shares of Common stock of HST Global, Inc. shares of Common stock to LIFT, LLC., a company controlled by Ron Howell, CEO of the Company to convert $19,460 the total amount of money owed to LIFT, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.
4.The Company issued 58,492 shares of Common stock of HST Global, Inc shares of restricted Common stock to Biolifecycle, LLC., a company controlled by Ron Howell, CEO of the Company to convert $9,729 the total amount of money owed to Biolifecycle, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.
The value of the shares based on the trading price on June 26, 2019 was $130,000. The Company determined the difference between the debt calculated and the value of the shares, $2,359,975 was a capital transaction and was recorded in Additional Paid in Capital due to the related party nature of the transactions.
Declassification of Related Party Debt
After a review of certain debt of the Company owed to third parties, the Board of Directors determined that that debt should be declassified as a liability of the Company. The Board considered the accounting guidance under ASC 405-20-40-1, reviewing PCAOB publications and advice of legal counsel.
The Board considered the laws of all states associated with the debt and payables and determined that the law of the state of Nevada as jurisdiction for determining the support for declassification of debt, which is the longest statute of limitations for written contracts relating to HST Global, Inc. The Board and its legal
Page 12
counsel determined based on receipt of an opinion of its counsel that all of the Obligations are unenforceable and therefore should be decalcified as a liability of the Company. In addition, it was agreed that any applicable court would grant a judgment that the obligations are extinguished as was determined that there are no circumstances which would result in tolling of any of the Obligations.
Further based on the information provided to legal counsel by the company, the legal opinion stated that due to the running of applicable statutes of limitations, the Obligations are unenforceable.
As a result, the Directors by unanimous written consent pursuant to the authority contained in the Nevada Corporations Code the Board of Directors approved the “declassification” of certain debt that legal counsel has advised has become uncollectible by the parties. The Board has determined that it is in the best interest of the company to provide a clearer statement of financial condition and no longer retain these debt obligations as current and remove them from our financial statements.
Debt obligations owed by the following were declassified as debt and were written off. The declassified debt included: (i) accrued former officer compensation pursuant to a consulting arrangement dated October 1, 2007 of $70,000; (ii) accounts payable for amounts due prior to 2010 in the amount of approximately $96,728; (iii) subscription for securities dated May 13, 2008 stock and a promissory note in the amount of $200,000 as the obligation was extinguished by a third party; (iv) a promissory Note dated November 25, 2009 for $200,000; (v) a promissory Note dated May 7, 2008 and due June 20, 2008 for $100,000, together with accrued loan penalties of approximately $50,000; (vi) certain stockholder loans prior to 2010 for approximately $121,300; (vii) accrued related party interest for obligations prior to 2010 for $77,176; and (viii) accrued former related party interest for obligations prior to 2010 by other offices of approximately $46,000. Of the $961,204 in extinguished debt and payables, the company realized a total gain of $596,000, and has recorded $365,204 as additional paid in capital for related parties.
NOTE 6 – COMMON STOCK
On June 26, 2019, the Company held a special meeting of shareholders based on the request of the Board of Directors. A majority of shareholders voted to approve and provide majority consent to authorize the officers of the Corporation to (i) effect a reverse stock split of all the outstanding shares of the Corporation’s common stock at an exchange ratio of 1 post-split share for 15 pre-split shares (1:15); and (ii) amend the Corporation’s Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock of the Corporation to 200,000,000 shares, and the number of authorized shares of preferred stock of the Corporation to 10,000,000 shares. As a result of this action and as authorized the officers of the Corporation determined that the Company was required to file a Notice of Corporate Action with FINRA. The filing with FINRA was made on November 6, 2019 the Company filed a Related Company Corporate Action Notification of this corporate actions. The reverse stock split has not been declared effective as of the issuance of these financial statements.
As stated in Note 5, a total of 15,000,000 shares of common stock were issued to the Company’s CEO and entities controlled by him in consideration for the extinguishment of $2,494,976 in debt and payables.
In the three months period from July 1, 2019 to September 30, 2019, the company agreed to issue 12,000,000 shares of pre-split common stock for proceeds of $80,000 in a private placement. The securities were agreed to be issued to investors in reliance upon the exemption from registration
Page 13
requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.
The securities described above were issued to investors in reliance upon the exemption from registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering. No commissions were paid and no agreements to register shares were offered in the private placements. All Purchasers of shares described above represented to us in connection with their purchase that they were accredited investors and were acquiring the shares for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.
As of September 30, 2019, there were 63,719,854 shares of our common stock issued and outstanding. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of common stock are entitled to receive dividends out of legally available assets at such times and in such amounts as our Board of Directors may from time to time determine. There are no Preferred shares issued at the time of this filing. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not authorized.
Our common stock is not subject to conversion or redemption and holders of common stock are not entitled to preemptive rights. Upon the liquidation, dissolution or winding up of the Company, the remaining assets legally available for distribution to stockholders, after payment of claims of creditors and payment of liquidation preferences, if any, on outstanding preferred stock, are distributable ratably among the holders of common stock and any participating preferred stock outstanding at that time. Each outstanding share of common stock is fully paid and non-assessable. Our Board of Directors has the authority to issue authorized but unissued shares of common stock without any action by our stockholders.
The securities described above were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. There are no material subsequent events to report.
Page 14
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 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.
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, 2019 as Compared to the Three Months Ended September 30, 2018
The Company had no revenues or costs of sales during 2019 or 2018. The Company realized net income of $540,992 for the quarter ended September 30, 2019 as compared to a net loss of $43,575 for the quarter ended September 30, 2018. The increase in net income of $584,567 for the 3rd quarter of 2019 is attributable to a gain of $596,000 as a result of declassification of debt and accounts payable. Operating expense were $55,008 for the period ended September 30, 2019 as compared to $34,638 at September 30, 2018. The expenses in the 3rd quarter 2019 were the result of added working capital obtained in a private placement and the use of those funds to further the company’s General and Administrative/Consulting
Page 15
efforts and continue the company’s strategic plans. Until the Company obtains capital required to develop the opportunities in development to build obtain 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 – The Nine Months Ended September 30, 2019 as Compared to the Nine Months Ended September 30, 2018
The Company had no revenues or costs of sales for the nine month periods of 2019 or 2018. The Company incurred net income of $452,052 for the nine months ended September 30, 2019 as compared to a net loss of $134,781 for the nine months ended September 30, 2018. This represents a $586,833 increase in the net income, which is attributable to a gain of $596,000 as a result of declassification of debt and accounts payable. The operating expenses in the first three quarters of 2019 were $126,074 versus $107,970 for the same period in 2018. The increase was based on the additional working capital available and were incurred to further the company’s strategic plans of developing and expanding the new lines of business that have been under development by management and third party consultants. Until the Company obtains capital required to develop new properties or businesses and builds 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
Operating Activities.
Our cash balance as of September 30, 2019 was $16,950, with an overdraft balance of $2,975 on December 31, 2018.
Financing Activities.
The Company has paid for its operations through proceeds of $80,000 in the period of July 1, 2019 to September 30, 2019 from the private placement to unrelated third parties related parties, in addition to $13,860 received from related party notes payable. In the nine months ended September 30, 2018 the company received advances in the form of loans from related parties in an amount of $16,300.
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.
Page 16
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, 2019, 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.
Page 17
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In the three months period from July 1, 2019 to September 30, 2019, the company agreed to issue 12,000,000 shares for proceeds of $80,000 in a private placement. The securities were issued to investors in reliance upon the exemption from registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.
The proceeds of this offering were used for general working capital purposes, which included the cost of due diligence on opportunities to expand the Company’s health care related business focus. Funds were used to pay the cost of using outside consultants to do analysis of expansion opportunities and to advise the company on operating procedures. The Company does plan on raising additional capital for working capital and for investment in new business operations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this quarterly report on Form 10-Q:
Exhibit No.
Description
31.1
Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2
Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1
Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2
Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
101
Interactive Data Files
Page 18
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 19, 2019
HST GLOBAL, INC.
(the registrant)
By:
\s\ Ron Howell
Ron Howell
Chief Executive Officer
Interim Chief Financial Officer
Page 19
EX-31
2
exhibit31-1.htm
EXHIBIT 31.1
Exhibit 31.1
CERTIFICATIONS
I, Ron Howell certify that:
1.I have reviewed this Report on Form 10-Q of HST Global, Inc. (the “Company”) for the period ending September 30, 2019;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Dated: November 19, 2019
By:
\s\ Ron Howell
Ron Howell
Chief Executive Officer
EX-31
3
exhibit31-2.htm
EXHIBIT 31.2
Exhibit 31.2
CERTIFICATIONS
I, Ron Howell, certify that:
1.I have reviewed this Report on Form 10-Q of HST Global, Inc. (the “Company”) for the period ending September 30, 2019;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Dated: November 19, 2019
By:
\s\ Ron Howell
Ron Howell
Interim Chief Financial Officer
EX-32
4
exhibit32-1.htm
EXHIBIT 32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
In connection with the Report of HST Global, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Howell, Chief Executive Officer and Chairman of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 19, 2019
By:
\s\ Ron Howell
Ron Howell
Chief Executive Officer
EX-32
5
exhibit32-2.htm
EXHIBIT 32.2
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
In connection with the Report of HST Global, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Howell, Interim Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 19, 2019
By:
\s\ Ron Howell
Ron Howell
Interim Chief Financial Officer
EX-101.CAL
6
hstc-20190930_cal.xml
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
EX-101.DEF
7
hstc-20190930_def.xml
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
EX-101.LAB
8
hstc-20190930_lab.xml
XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT
Stock Issued During Period, Shares, New IssuesInterim Financial StatementsPrepaid Expense {1}Prepaid ExpenseAdjustments to reconcile net loss to net cash used in operating activities:Operating ActivitiesStatement [Line Items]Accrued officer compensationCash and cash equivalentsCash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at End of PeriodSmall BusinessTax Identification Number (TIN)Biolifecycle ConversionFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.Fair Value of Financial InstrumentsAccrued officer compensation {1}Accrued officer compensationRevenuesTotal Current AssetsAssets {1}AssetsAmendment FlagEntity Address, Postal Zip CodeTrading ExchangeFiscal Year EndRelated Party Transaction [Axis]Stock-Based CompensationParentAdditional paid-in capitalCurrent AssetsShell CompanyPublic FloatExtinguishment of debt PolicyFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.NOTE 3 - SIGNIFICANT ACCOUNTING POLICIESNet Cash Provided by Financing ActivitiesNet Cash Provided by Financing ActivitiesDerecognition of related party debtFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.Retained EarningsBasic and Diluted Weighted Average Number of Common Shares OutstandingTotal Liabilities and Stockholders' DeficitTotal Liabilities and Stockholders' DeficitTotal Stockholders' DeficitTotal Stockholders' DeficitStockholders' DeficitLiabilities and Stockholders' DeficitDocument Fiscal Period FocusHowell ConversionFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.Net Change in Cash and Cash EquivalentsNet Change in Cash and Cash EquivalentsAdditional Paid-in CapitalVoluntary filerStatementCommon Stock, Shares AuthorizedPreferred Stock, Shares IssuedAccounts payable and accrued expensesDocument Quarterly ReportLocal Phone NumberEntity Address, Address Line OnePeriod End dateShares, IssuedHowell Consulting AgreementFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.Common StockGain on extinguishment of debtPreferred Stock, Shares OutstandingCommon stock; 200,000,000 and 100,000,000 shares authorized, respectively, at $0.001 par value, 63,719,854 and 36,719,854 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectivelyRelated Party Transaction, Terms and Manner of SettlementPoliciesCommon stock issued for cashTotal Other Income (Expense)Total Other Income (Expense)Notes payable - related partyAccounts payable and accrued expenses - related partiesEmerging Growth CompanyRegistrant NameTHN ConversionFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.Recently Issued Accounting PronouncementsAccounting MethodNOTE 4 - GOING CONCERNNOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIESAccounts payable and accrued expenses {1}Accounts payable and accrued expensesEquity ComponentProvision for Income TaxesIncome (Loss) Before Income TaxesIncome (Loss) Before Income TaxesAccrued related party interestRelated Party Transaction, Description of TransactionNet Cash Used in Operating ActivitiesNet Cash Used in Operating ActivitiesAccrued related party interest {1}Accrued related party interestBank overdraft payable {1}Bank overdraft payableChanges in operating assets and liabilities:Equity Components [Axis]Other INCOME (Expense)Common Stock, Shares, OutstandingCurrent with reportingCash paid for interestBalance, December 31, 2018Balance, December 31, 2018Balance, March 31, 2019Balance, June 30, 2019Balance, September 30, 2019Interest expenseLoss from OperationsLoss from OperationsCommon Stock, Shares, IssuedDocument Transition ReportCash and Cash EquivalentsUse of EstimatesNet income (loss)Net income (loss)Bank overdraft payableCity Area CodeInteractive Data CurrentBasic and Diluted Income (Loss) Per ShareNOTE 2 - PROPOSED ASSET PURCHASE AGREEMENTNotesNet Cash Used in Investing ActivitiesInvesting ActivitiesPreferred Stock, Shares AuthorizedEx Transition PeriodSEC FormRegistrant CIKNOTE 7 - SUBSEQUENT EVENTSNOTE 6 - COMMON STOCKFinancing ActivitiesTotal Current LiabilitiesTotal Current LiabilitiesTotal AssetsTotal AssetsAmendment DescriptionTrading SymbolNOTE 5 - RELATED PARTY TRANSACTIONSNet income or (loss)Total Operating ExpensesTotal Operating ExpensesConsultingPreferred Stock, Par or Stated Value Per ShareEntity Incorporation, State or Country CodeEntity File NumberFiler CategoryRelated Party TransactionBasis of PresentationProceeds from notes payable - related partyNet lossNet lossNet lossBasic and Diluted Gain or (Loss) Per ShareCommon Stock, Par or Stated Value Per ShareAccumulated deficitPreferred stock; 10,000,000 and 5,000,000 shares authorized, respectively, at $0.001 par value, - 0- shares issued and outstanding at September 30, 2019 and December 31, 2018 respectivelyTotal LiabilitiesTotal LiabilitiesCurrent LiabilitiesDocument Fiscal Year FocusNumber of common stock shares outstandingLIFT ConversionFull text disclosure of the issuer's policy regarding the declassification and other extinguishment of debt.Cash paid for taxesConversion of related Party debtGeneral and administrativeOperating Expenses {1}Operating ExpensesEntity Address, State or ProvinceEntity Address, City or TownWell-known Seasoned IssuerDetailsEX-101.PRE
9
hstc-20190930_pre.xml
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
EX-101.SCH
10
hstc-20190930.xsd
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
000070 - Disclosure - NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIESlink:presentationLinklink:definitionLinklink:calculationLink000200 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies)link:presentationLinklink:definitionLinklink:calculationLink000040 - Statement - Condensed Consolidated Statements of Operationslink:presentationLinklink:definitionLinklink:calculationLink000140 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)link:presentationLinklink:definitionLinklink:calculationLink000060 - Statement - Condensed Consolidated Statements of Cash Flowslink:presentationLinklink:definitionLinklink:calculationLink000170 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)link:presentationLinklink:definitionLinklink:calculationLink000250 - Disclosure - NOTE 6 - COMMON STOCK (Details)link:presentationLinklink:definitionLinklink:calculationLink000220 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies)link:presentationLinklink:definitionLinklink:calculationLink000110 - Disclosure - NOTE 5 - RELATED PARTY TRANSACTIONSlink:presentationLinklink:definitionLinklink:calculationLink000080 - Disclosure - NOTE 2 - PROPOSED ASSET PURCHASE AGREEMENTlink:presentationLinklink:definitionLinklink:calculationLink000150 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Interim Financial Statements (Policies)link:presentationLinklink:definitionLinklink:calculationLink000180 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)link:presentationLinklink:definitionLinklink:calculationLink000050 - Statement - Condensed Consolidated Statements of Stockholders' Deficitlink:presentationLinklink:definitionLinklink:calculationLink000120 - Disclosure - NOTE 6 - COMMON STOCKlink:presentationLinklink:definitionLinklink:calculationLink000100 - Disclosure - NOTE 4 - GOING CONCERNlink:presentationLinklink:definitionLinklink:calculationLink000160 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Accounting Method (Policies)link:presentationLinklink:definitionLinklink:calculationLink000190 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Income (Loss) Per Share (Policies)link:presentationLinklink:definitionLinklink:calculationLink000090 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIESlink:presentationLinklink:definitionLinklink:calculationLink000230 - Disclosure - NOTE 5 - RELATED PARTY TRANSACTIONS: Extinguishment of debt Policy (Policies)link:presentationLinklink:definitionLinklink:calculationLink000030 - Statement - Condensed Consolidated Balance Sheets - Parentheticallink:presentationLinklink:definitionLinklink:calculationLink000010 - Document - Document and Entity Informationlink:presentationLinklink:definitionLinklink:calculationLink000240 - Disclosure - NOTE 5 - RELATED PARTY TRANSACTIONS (Details)link:presentationLinklink:definitionLinklink:calculationLink000130 - Disclosure - NOTE 7 - SUBSEQUENT EVENTSlink:presentationLinklink:definitionLinklink:calculationLink000210 - Disclosure - NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)link:presentationLinklink:definitionLinklink:calculationLink000020 - Statement - Condensed Consolidated Balance Sheetslink:presentationLinklink:definitionLinklink:calculationLinkXML
11
R21.htm
IDEA: XBRL DOCUMENT
v3.19.3
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)
The Company adopted ASC 820 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.
The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. There are no material subsequent events to report.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
HST Global, Inc. (the "Company") was incorporated on April 11, 1984 under the laws of the State of Delaware under the name of NT Holding Corporation. The Company has made several acquisitions and disposals of various business entities and activities. On May 9, 2008, the Company entered into a Merger and share exchange agreement with Health Source Technologies, Inc. This business acquisition has been accounted for as a reverse merger or recapitalization of Health Source Technologies, Inc. At the time of the merger NT Holding Corporation had disposed of its assets and liabilities and had minimal operations. Immediately after the acquisition the Company changed its name to HST Global, Inc. Health Source Technologies, Inc. was incorporated under the laws of the State of Nevada on August 6, 2007. The Company is currently headquartered in Hampton, Virginia.
The accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited quarterly financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company as of and for the fiscal year ended December 31, 2018. The results of operations for the period ended September 30, 2019, are not necessarily indicative of the results for a full-year period.
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.
The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
On June 26, 2019, the Company held a special meeting of shareholders based on the request of the Board of Directors. A majority of shareholders voted to approve and provide majority consent to authorize the officers of the Corporation to (i) effect a reverse stock split of all the outstanding shares of the Corporation’s common stock at an exchange ratio of 1 post-split share for 15 pre-split shares (1:15); and (ii) amend the Corporation’s Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock of the Corporation to 200,000,000 shares, and the number of authorized shares of preferred stock of the Corporation to 10,000,000 shares. As a result of this action and as authorized the officers of the Corporation determined that the Company was required to file a Notice of Corporate Action with FINRA. The filing with FINRA was made on November 6, 2019 the Company filed a Related Company Corporate Action Notification of this corporate actions. The reverse stock split has not been declared effective as of the issuance of these financial statements.
As stated in Note 5, a total of 15,000,000 shares of common stock were issued to the Company’s CEO and entities controlled by him in consideration for the extinguishment of $2,494,976 in debt and payables.
In the three months period from July 1, 2019 to September 30, 2019, the company agreed to issue 12,000,000 shares of pre-split common stock for proceeds of $80,000 in a private placement. The securities were agreed to be issued to investors in reliance upon the exemption from registration
requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.
The securities described above were issued to investors in reliance upon the exemption from registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering. No commissions were paid and no agreements to register shares were offered in the private placements. All Purchasers of shares described above represented to us in connection with their purchase that they were accredited investors and were acquiring the shares for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.
As of September 30, 2019, there were 63,719,854 shares of our common stock issued and outstanding. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of common stock are entitled to receive dividends out of legally available assets at such times and in such amounts as our Board of Directors may from time to time determine. There are no Preferred shares issued at the time of this filing. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not authorized.
Our common stock is not subject to conversion or redemption and holders of common stock are not entitled to preemptive rights. Upon the liquidation, dissolution or winding up of the Company, the remaining assets legally available for distribution to stockholders, after payment of claims of creditors and payment of liquidation preferences, if any, on outstanding preferred stock, are distributable ratably among the holders of common stock and any participating preferred stock outstanding at that time. Each outstanding share of common stock is fully paid and non-assessable. Our Board of Directors has the authority to issue authorized but unissued shares of common stock without any action by our stockholders.
The securities described above were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.
The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
Carrying value as of the balance sheet date of payments made in excess of existing cash balances, which will be honored by the bank but reflected as a loan to the entity. Overdrafts generally have a very short time frame for correction or repayment and are therefore more similar to short-term bank financing than trade financing.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable within one year (or the operating cycle, if longer). Represents currently earned compensation under compensation arrangements that is not actually paid until a later date.
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
The difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
The increase (decrease) during the reporting period in the obligation created by employee agreements whereby earned compensation will be paid in the future.
The increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity.
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
Amount of cash paid for interest, including, but not limited to, capitalized interest and payment to settle zero-coupon bond attributable to accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount; classified as operating and investing activities.
Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.
The Company adopted ASC 718, “Stock Compensation”, upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of September 30, 2019, the Company has not issued any employer stock options.
Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.
XML
25
hstc-20190930_htm.xml
IDEA: XBRL DOCUMENT
00007975642019-01-012019-09-3000007975642019-09-3000007975642019-08-1900007975642018-12-3100007975642019-07-012019-09-3000007975642018-07-012018-09-3000007975642018-01-012018-09-300000797564us-gaap:CommonStockMember2018-12-310000797564us-gaap:AdditionalPaidInCapitalMember2018-12-310000797564us-gaap:RetainedEarningsMember2018-12-310000797564us-gaap:ParentMember2018-12-310000797564us-gaap:CommonStockMember2019-01-012019-03-310000797564us-gaap:AdditionalPaidInCapitalMember2019-01-012019-03-310000797564us-gaap:RetainedEarningsMember2019-01-012019-03-310000797564us-gaap:ParentMember2019-01-012019-03-310000797564us-gaap:CommonStockMember2019-03-310000797564us-gaap:AdditionalPaidInCapitalMember2019-03-310000797564us-gaap:RetainedEarningsMember2019-03-310000797564us-gaap:ParentMember2019-03-310000797564us-gaap:CommonStockMember2019-04-012019-06-300000797564us-gaap:AdditionalPaidInCapitalMember2019-04-012019-06-300000797564us-gaap:RetainedEarningsMember2019-04-012019-06-300000797564us-gaap:ParentMember2019-04-012019-06-300000797564us-gaap:CommonStockMember2019-06-300000797564us-gaap:AdditionalPaidInCapitalMember2019-06-300000797564us-gaap:RetainedEarningsMember2019-06-300000797564us-gaap:ParentMember2019-06-300000797564us-gaap:CommonStockMember2019-07-012019-09-300000797564us-gaap:AdditionalPaidInCapitalMember2019-07-012019-09-300000797564us-gaap:RetainedEarningsMember2019-07-012019-09-300000797564us-gaap:ParentMember2019-07-012019-09-300000797564us-gaap:CommonStockMember2019-09-300000797564us-gaap:AdditionalPaidInCapitalMember2019-09-300000797564us-gaap:RetainedEarningsMember2019-09-300000797564us-gaap:ParentMember2019-09-3000007975642017-12-3100007975642018-09-300000797564fil:HowellConsultingAgreementMember2019-01-012019-09-300000797564fil:HowellConversionMember2019-01-012019-09-300000797564fil:ThnConversionMember2019-01-012019-09-300000797564fil:LiftConversionMember2019-01-012019-09-300000797564fil:BiolifecycleConversionMember2019-01-012019-09-3000007975642019-06-28iso4217:USDsharesiso4217:USDshares0000797564--12-31Non-accelerated FilerYesYesfalsetruefalsefalse2019Q3truefalse10-Q2019-09-30000-15303HST Global, Inc.NV73-1215433150 Research DriveHamptonVA23666757766-6100637198541695002205002205000295703.22805059590111000003766290137216903370942033709421000000050000000.0010.0010000002000000001000000000.0010.00163719854637198543671985436719854637203672052987642384824-5340434-579248622050-33709422205000003000072881900004638531931797034638126074107970-34638-126074-10797005960000-8937-17874-26811-8937578126-26811-43575452052-134781000-43575452052-134781-0.000.01-0.00367198544703120936719854367202384824-5792486-337094200-45245-45245367202384824-5837731-3416187150002479976249497600-43695-43695517204864800-5881426-96490603659640365964120006800008000000540992540992637205298764-534043422050-134781001387-89000026811-1659101630016300-291291000<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt"><b>NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES </b></span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">HST Global, Inc. (the "Company") was incorporated on April 11, 1984 under the laws of the State of Delaware under the name of NT Holding Corporation. The Company has made several acquisitions and disposals of various business entities and activities. On May 9, 2008, the Company entered into a Merger and share exchange agreement with Health Source Technologies, Inc. This business acquisition has been accounted for as a reverse merger or recapitalization of Health Source Technologies, Inc. At the time of the merger NT Holding Corporation had disposed of its assets and liabilities and had minimal operations. Immediately after the acquisition the Company changed its name to HST Global, Inc. Health Source Technologies, Inc. was incorporated under the laws of the State of Nevada on August 6, 2007. The Company is currently headquartered in Hampton, Virginia.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The accompanying interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited quarterly financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of the Company as of and for the fiscal year ended December 31, 2018. The results of operations for the period ended September 30, 2019, are not necessarily indicative of the results for a full-year period.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">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.</span></p>
<p style="font:10pt Times New Roman;margin-top:12pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt"><b>NOTE 2 – PROPOSED ASSET PURCHASE AGREEMENT </b></span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">On June 26, 2019, the Company held a special meeting of shareholders based on the request of the Board of Directors. A majority of shareholders voted to approve and provide majority consent to authorize the officers of the Corporation to (i) effect a reverse stock split of all the outstanding shares of the Corporation’s common stock at an exchange ratio of 1 post-split share for 15 pre-split shares (1:15); and (ii) amend the Corporation’s Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock of the Corporation to 200,000,000 shares, and the number of authorized shares of preferred stock of the Corporation to 10,000,000 shares. The reverse stock split is not effective as of the date the financial statements were issued. The split has been applied for with FINRA and the Company is waiting for the Effective date to be granted by FINRA which will only become effective based on review by FINRA.</span></p>
<p style="font:10pt Times New Roman;margin-top:12pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">On August 9, 2019, HST Global, Inc., a Nevada corporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Orbital Group, Inc., a Nevada corporation (the “Seller”) to purchase the Seller’s contract rights (the “Assets”) to a revenue sharing agreement (referred to herein as the “Acquisition”) between Orbital Group, Inc. (also referred to herein as “Seller” or “OGI”) and VeraClaim, Ltd. (referred to herein as “VeraClaim,”). Subject to the terms and conditions of the Agreement between VeraClaim, Ltd. and Orbital Group, Inc., Orbital Group, Inc has limited Rights to market the services and products known as and based on the RevSource Platform and its associated products and services owned by VeraClaim, Ltd. in the Territory, which includes all countries of the world to potential clients in all countries of the world. VeraClaim, Ltd. has not sold, transferred or assigned to Orbital Group, Inc. intellectual and physical property relating to the RevSource Platform or any associated products or services. </span></p>
<p style="font:10pt Times New Roman;margin-top:12pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">As of the date of this filing the Acquisition has not been completed and is still subject to customary closing conditions and is expected to close on or around November 26, 2019. It is anticipated that prior to closing of the Acquisition, the Company will have been able to implement the change in its capital structure based on the approval of shareholders which was approved on June 26, 2019. Based on the terms of the Acquisition Terms the recapitalization is required to be declared effective to ensure that there are no more than 4,500,000 shares of post reverse split common stock outstanding immediately prior to closing the Acquisition. At the closing of the Acquisition, the Company will pay to the Seller 19,500,000 post reverse split shares of Company common stock as the purchase price for the Assets. </span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">The final closing of the transaction is pending based on final review by management to include a review of relative regulatory requirements and regulations regarding HIPAA, as well as compliance with cybersecurity regulations related to managing patient medical records and other due diligence items relating to the transaction.</span></p>
<span style="font-size:10pt"><b>NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES</b></span> <span style="font-size:10pt;border-bottom:1px solid #000000">Basis of Presentation</span> <span style="font-size:10pt">The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-K and 10-Q. </span> <span style="font-size:10pt;border-bottom:1px solid #000000">Interim Financial Statements</span> <span style="font-size:10pt">These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.</span> <span style="font-size:10pt;border-bottom:1px solid #000000">Accounting Method </span> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Use of Estimates</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Cash and Cash Equivalents</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt;border-bottom:1px solid #000000">Basic and Diluted Income (Loss) Per Share</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding as of September 30, 2019 and 2018.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Stock-Based Compensation</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company adopted ASC 718, <i>“Stock Compensation”, </i>upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of September 30, 2019, the Company has not issued any employer stock options.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Fair Value of Financial Instruments</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company adopted ASC 820 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1. </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Recently Issued Accounting Pronouncements</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">ASC 842, Leases, was added by ASU 2016-02 on February 25, 2016, effective for fiscal periods beginning after December 15, 2018 and interim periods therein. ASC 842 provides the requirements of financial accounting and reporting for lessees and lessors. The Company has adopted ASC 842 on January 1, 2019 and has concluded that no adjustments were needed.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Management has considered all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.</span></p>
<span style="font-size:10pt;border-bottom:1px solid #000000">Basis of Presentation</span> <span style="font-size:10pt">The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-K and 10-Q. </span> <span style="font-size:10pt;border-bottom:1px solid #000000">Interim Financial Statements</span> <span style="font-size:10pt">These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.</span> <span style="font-size:10pt;border-bottom:1px solid #000000">Accounting Method </span> <p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Use of Estimates</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Cash and Cash Equivalents</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt;border-bottom:1px solid #000000">Basic and Diluted Income (Loss) Per Share</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. The Company computes net income (loss) per share in accordance with ASC 260. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding as of September 30, 2019 and 2018.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Stock-Based Compensation</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company adopted ASC 718, <i>“Stock Compensation”, </i>upon inception at August 6, 2007. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. As of September 30, 2019, the Company has not issued any employer stock options.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Fair Value of Financial Instruments</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company adopted ASC 820 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1. </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Recently Issued Accounting Pronouncements</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">ASC 842, Leases, was added by ASU 2016-02 on February 25, 2016, effective for fiscal periods beginning after December 15, 2018 and interim periods therein. ASC 842 provides the requirements of financial accounting and reporting for lessees and lessors. The Company has adopted ASC 842 on January 1, 2019 and has concluded that no adjustments were needed.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Management has considered all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt"><b>NOTE 4 – GOING CONCERN</b></span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt"><b>NOTE 5 – RELATED PARTY TRANSACTIONS</b></span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Consulting Agreements</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt">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 through December 31, 2010. The Company had agreed to continue to engage Mr. Howell as a consultant until his consulting services are no longer required. As of September 30, 2019, and December 31, 2018, the Company owed Mr. Howell $0 and $1,040,000, respectively based on the terms of the agreement entered into on June 28, 2019, in which Mr. Howell agreed to exchange this payable for restricted common stock as part of the conversion of all of the money owed to him and his affiliates. The transaction included a total conversion amount of $2,494,976 exchanged for a total of 15,000,000 shares of common stock in a series of debt exchange transactions based on a pre-reverse split basis are as follows:</span></p>
<p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:-18pt">1.</kbd><span style="font-size:10pt">The Company issued 11,184,920 shares of restricted common shares to Ron Howell CEO for conversion of $1,860,407 owed to him by the Company for loans, consulting fees, reimbursements or other payables to equity in full payment of all obligations.</span> </p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:-18pt">2.</kbd><span style="font-size:10pt">The Company issued 3,639,592 shares of Common stock to The Health Network, Inc., a company controlled by Ron Howell, CEO of the Company for conversion of $605,379, the total amount of money owed to The Health Network, Inc. by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.</span> </p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:-18pt">3.</kbd><span style="font-size:10pt">The Company issued 116,996 shares of Common stock of HST Global, Inc. shares of Common stock to LIFT, LLC., a company controlled by Ron Howell, CEO of the Company to convert $19,460 the total amount of money owed to LIFT, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.</span> </p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin:0;margin-left:36pt;color:#000000"><kbd style="position:absolute;font:10pt Times New Roman;margin-left:-18pt">4.</kbd><span style="font-size:10pt">The Company issued 58,492 shares of Common stock of HST Global, Inc shares of restricted Common stock to Biolifecycle, LLC., a company controlled by Ron Howell, CEO of the Company to convert $9,729 the total amount of money owed to Biolifecycle, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.</span> </p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">The value of the shares based on the trading price on June 26, 2019 was $130,000. The Company determined the difference between the debt calculated and the value of the shares, $2,359,975 was a capital transaction and was recorded in Additional Paid in Capital due to the related party nature of the transactions. </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Declassification of Related Party Debt</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">After a review of certain debt of the Company owed to third parties, the Board of Directors determined that that debt should be declassified as a liability of the Company. The Board considered the accounting guidance under ASC 405-20-40-1, reviewing PCAOB publications and advice of legal counsel. </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">The Board considered the laws of all states associated with the debt and payables and determined that the law of the state of Nevada as jurisdiction for determining the support for declassification of debt, which is the longest statute of limitations for written contracts relating to HST Global, Inc. The Board and its legal </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000">counsel determined based on receipt of an opinion of its counsel that all of the Obligations are unenforceable and therefore should be decalcified as a liability of the Company. In addition, it was agreed that any applicable court would grant a judgment that the obligations are extinguished as was determined that there are no circumstances which would result in tolling of any of the Obligations.</p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">Further based on the information provided to legal counsel by the company, the legal opinion stated that due to the running of applicable statutes of limitations, the Obligations are unenforceable.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">As a result, the Directors by unanimous written consent pursuant to the authority contained in the Nevada Corporations Code the Board of Directors approved the “declassification” of certain debt that legal counsel has advised has become uncollectible by the parties. The Board has determined that it is in the best interest of the company to provide a clearer statement of financial condition and no longer retain these debt obligations as current and remove them from our financial statements.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">Debt obligations owed by the following were declassified as debt and were written off. The declassified debt included: (i) accrued former officer compensation pursuant to a consulting arrangement dated October 1, 2007 of $70,000; (ii) accounts payable for amounts due prior to 2010 in the amount of approximately $96,728; (iii) subscription for securities dated May 13, 2008 stock and a promissory note in the amount of $200,000 as the obligation was extinguished by a third party; (iv) a promissory Note dated November 25, 2009 for $200,000; (v) a promissory Note dated May 7, 2008 and due June 20, 2008 for $100,000, together with accrued loan penalties of approximately $50,000; (vi) certain stockholder loans prior to 2010 for approximately $121,300; (vii) accrued related party interest for obligations prior to 2010 for $77,176; and (viii) accrued former related party interest for obligations prior to 2010 by other offices of approximately $46,000. Of the $961,204 in extinguished debt and payables, the company realized a total gain of $596,000, and has recorded $365,204 as additional paid in capital for related parties.</span></p>
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 through December 31, 2010. The Company had agreed to continue to engage Mr. Howell as a consultant until his consulting services are no longer required. As of September 30, 2019, and December 31, 2018, the Company owed Mr. Howell $0 and $1,040,000, respectively based on the terms of the agreement entered into on June 28, 2019, in which Mr. Howell agreed to exchange this payable for restricted common stock The Company issued 11,184,920 shares of restricted common shares to Ron Howell CEO for conversion of $1,860,407 owed to him by the Company for loans, consulting fees, reimbursements or other payables to equity in full payment of all obligations.The Company issued 3,639,592 shares of Common stock to The Health Network, Inc., a company controlled by Ron Howell, CEO of the Company for conversion of $605,379, the total amount of money owed to The Health Network, Inc. by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.The Company issued 116,996 shares of Common stock of HST Global, Inc. shares of Common stock to LIFT, LLC., a company controlled by Ron Howell, CEO of the Company to convert $19,460 the total amount of money owed to LIFT, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.The Company issued 58,492 shares of Common stock of HST Global, Inc shares of restricted Common stock to Biolifecycle, LLC., a company controlled by Ron Howell, CEO of the Company to convert $9,729 the total amount of money owed to Biolifecycle, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt;border-bottom:1px solid #000000">Declassification of Related Party Debt</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">After a review of certain debt of the Company owed to third parties, the Board of Directors determined that that debt should be declassified as a liability of the Company. The Board considered the accounting guidance under ASC 405-20-40-1, reviewing PCAOB publications and advice of legal counsel. </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">The Board considered the laws of all states associated with the debt and payables and determined that the law of the state of Nevada as jurisdiction for determining the support for declassification of debt, which is the longest statute of limitations for written contracts relating to HST Global, Inc. The Board and its legal </span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000">counsel determined based on receipt of an opinion of its counsel that all of the Obligations are unenforceable and therefore should be decalcified as a liability of the Company. In addition, it was agreed that any applicable court would grant a judgment that the obligations are extinguished as was determined that there are no circumstances which would result in tolling of any of the Obligations.</p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">Further based on the information provided to legal counsel by the company, the legal opinion stated that due to the running of applicable statutes of limitations, the Obligations are unenforceable.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">As a result, the Directors by unanimous written consent pursuant to the authority contained in the Nevada Corporations Code the Board of Directors approved the “declassification” of certain debt that legal counsel has advised has become uncollectible by the parties. The Board has determined that it is in the best interest of the company to provide a clearer statement of financial condition and no longer retain these debt obligations as current and remove them from our financial statements.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000"><span style="font-size:10pt">Debt obligations owed by the following were declassified as debt and were written off. The declassified debt included: (i) accrued former officer compensation pursuant to a consulting arrangement dated October 1, 2007 of $70,000; (ii) accounts payable for amounts due prior to 2010 in the amount of approximately $96,728; (iii) subscription for securities dated May 13, 2008 stock and a promissory note in the amount of $200,000 as the obligation was extinguished by a third party; (iv) a promissory Note dated November 25, 2009 for $200,000; (v) a promissory Note dated May 7, 2008 and due June 20, 2008 for $100,000, together with accrued loan penalties of approximately $50,000; (vi) certain stockholder loans prior to 2010 for approximately $121,300; (vii) accrued related party interest for obligations prior to 2010 for $77,176; and (viii) accrued former related party interest for obligations prior to 2010 by other offices of approximately $46,000. Of the $961,204 in extinguished debt and payables, the company realized a total gain of $596,000, and has recorded $365,204 as additional paid in capital for related parties.</span></p>
<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt"><b>NOTE 6 – COMMON STOCK</b></span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">On June 26, 2019, the Company held a special meeting of shareholders based on the request of the Board of Directors. A majority of shareholders voted to approve and provide majority consent to authorize the officers of the Corporation to (i) effect a reverse stock split of all the outstanding shares of the Corporation’s common stock at an exchange ratio of 1 post-split share for 15 pre-split shares (1:15); and (ii) amend the Corporation’s Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock of the Corporation to 200,000,000 shares, and the number of authorized shares of preferred stock of the Corporation to 10,000,000 shares. As a result of this action and as authorized the officers of the Corporation determined that the Company was required to file a Notice of Corporate Action with FINRA. The filing with FINRA was made on November 6, 2019 the Company filed a Related Company Corporate Action Notification of this corporate actions. The reverse stock split has not been declared effective as of the issuance of these financial statements. </span></p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">As stated in Note 5, a total of 15,000,000 shares of common stock were issued to the Company’s CEO and entities controlled by him in consideration for the extinguishment of $2,494,976 in debt and payables. </span></p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">In the three months period from July 1, 2019 to September 30, 2019, the company agreed to issue 12,000,000 shares of pre-split common stock for proceeds of $80,000 in a private placement. The securities were agreed to be issued to investors in reliance upon the exemption from registration </span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000">requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.</p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">The securities described above were issued to investors in reliance upon the exemption from registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering. No commissions were paid and no agreements to register shares were offered in the private placements. All Purchasers of shares described above represented to us in connection with their purchase that they were accredited investors and were acquiring the shares for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The purchasers received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.</span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt"> </span> </p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">As of September 30, 2019, there were 63,719,854 shares of our common stock issued and outstanding. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of common stock are entitled to receive dividends out of legally available assets at such times and in such amounts as our Board of Directors may from time to time determine. There are no Preferred shares issued at the time of this filing. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not authorized.</span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt"> </span> </p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">Our common stock is not subject to conversion or redemption and holders of common stock are not entitled to preemptive rights. Upon the liquidation, dissolution or winding up of the Company, the remaining assets legally available for distribution to stockholders, after payment of claims of creditors and payment of liquidation preferences, if any, on outstanding preferred stock, are distributable ratably among the holders of common stock and any participating preferred stock outstanding at that time. Each outstanding share of common stock is fully paid and non-assessable. Our Board of Directors has the authority to issue authorized but unissued shares of common stock without any action by our stockholders. </span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt"> </span> </p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">The securities described above were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering.</span></p>
150000001200000080000<p style="font:10pt Times New Roman;margin-top:0pt;margin-bottom:12pt;color:#000000;text-align:justify"><span style="font-size:10pt"><b>NOTE 7 – SUBSEQUENT EVENTS</b></span></p>
<p style="font:10pt Times New Roman;margin:0;color:#000000"><span style="font-size:10pt">In accordance with ASC 855-10, Company management reviewed all material events through the date of this report. There are no material subsequent events to report.</span></p>
<p style="font:12pt Times New Roman;margin:0;color:#000000"> </p>
XML
26
R24.htm
IDEA: XBRL DOCUMENT
v3.19.3
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 through December 31, 2010. The Company had agreed to continue to engage Mr. Howell as a consultant until his consulting services are no longer required.
As of September 30, 2019, and December 31, 2018, the Company owed Mr. Howell $0 and $1,040,000, respectively based on the terms of the agreement entered into on June 28, 2019, in which Mr. Howell agreed to exchange this payable for restricted common stock
The Company issued 11,184,920 shares of restricted common shares to Ron Howell CEO for conversion of $1,860,407 owed to him by the Company for loans, consulting fees, reimbursements or other payables to equity in full payment of all obligations.
The Company issued 3,639,592 shares of Common stock to The Health Network, Inc., a company controlled by Ron Howell, CEO of the Company for conversion of $605,379, the total amount of money owed to The Health Network, Inc. by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.
The Company issued 116,996 shares of Common stock of HST Global, Inc. shares of Common stock to LIFT, LLC., a company controlled by Ron Howell, CEO of the Company to convert $19,460 the total amount of money owed to LIFT, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.
The Company issued 58,492 shares of Common stock of HST Global, Inc shares of restricted Common stock to Biolifecycle, LLC., a company controlled by Ron Howell, CEO of the Company to convert $9,729 the total amount of money owed to Biolifecycle, LLC by the Company for loans, fees, reimbursements or other payables in full payment of all obligations.
A description of the related party transaction, including transactions to which no amounts or nominal amounts were ascribed and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements. Examples of common related party transactions are, sales, purchases and transfers of realty and personal property, services received or furnished, loans and leases to and from top management and affiliates.
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
Basis of PresentationThe accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-K and 10-Q.
The entire disclosure for the basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
On June 26, 2019, the Company held a special meeting of shareholders based on the request of the Board of Directors. A majority of shareholders voted to approve and provide majority consent to authorize the officers of the Corporation to (i) effect a reverse stock split of all the outstanding shares of the Corporation’s common stock at an exchange ratio of 1 post-split share for 15 pre-split shares (1:15); and (ii) amend the Corporation’s Articles of Incorporation with the State of Nevada to increase the number of authorized shares of common stock of the Corporation to 200,000,000 shares, and the number of authorized shares of preferred stock of the Corporation to 10,000,000 shares. The reverse stock split is not effective as of the date the financial statements were issued. The split has been applied for with FINRA and the Company is waiting for the Effective date to be granted by FINRA which will only become effective based on review by FINRA.
On August 9, 2019, HST Global, Inc., a Nevada corporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with Orbital Group, Inc., a Nevada corporation (the “Seller”) to purchase the Seller’s contract rights (the “Assets”) to a revenue sharing agreement (referred to herein as the “Acquisition”) between Orbital Group, Inc. (also referred to herein as “Seller” or “OGI”) and VeraClaim, Ltd. (referred to herein as “VeraClaim,”). Subject to the terms and conditions of the Agreement between VeraClaim, Ltd. and Orbital Group, Inc., Orbital Group, Inc has limited Rights to market the services and products known as and based on the RevSource Platform and its associated products and services owned by VeraClaim, Ltd. in the Territory, which includes all countries of the world to potential clients in all countries of the world. VeraClaim, Ltd. has not sold, transferred or assigned to Orbital Group, Inc. intellectual and physical property relating to the RevSource Platform or any associated products or services.
As of the date of this filing the Acquisition has not been completed and is still subject to customary closing conditions and is expected to close on or around November 26, 2019. It is anticipated that prior to closing of the Acquisition, the Company will have been able to implement the change in its capital structure based on the approval of shareholders which was approved on June 26, 2019. Based on the terms of the Acquisition Terms the recapitalization is required to be declared effective to ensure that there are no more than 4,500,000 shares of post reverse split common stock outstanding immediately prior to closing the Acquisition. At the closing of the Acquisition, the Company will pay to the Seller 19,500,000 post reverse split shares of Company common stock as the purchase price for the Assets.
The final closing of the transaction is pending based on final review by management to include a review of relative regulatory requirements and regulations regarding HIPAA, as well as compliance with cybersecurity regulations related to managing patient medical records and other due diligence items relating to the transaction.
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
The difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
ASC 842, Leases, was added by ASU 2016-02 on February 25, 2016, effective for fiscal periods beginning after December 15, 2018 and interim periods therein. ASC 842 provides the requirements of financial accounting and reporting for lessees and lessors. The Company has adopted ASC 842 on January 1, 2019 and has concluded that no adjustments were needed.
Management has considered all other recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.