HSTC 10-Q
HST Global, Inc. (HSTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended |
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from |
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Commission file number
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code) |
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150 Research Drive, Hampton, VA 23666 (former address) |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None |
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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. | ||
Indicate by check mark whether the registrant has submitted electronically 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). | ||
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 [ ] | |
Smaller reporting company [x] | ||
| Emerging growth Company [x] | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | [ ] | |
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). | Yes [ ] No [x] | |
The number of shares of the registrant’s common stock outstanding as of March 31, 2024 was | ||
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TABLE OF CONTENTS
PART I | FINANCIAL INFORMATION | 4 |
Item 1. | Financial Statements | 4 |
| Condensed Balance Sheets (unaudited) | 4 |
| Condensed Statements of Operations (unaudited) | 5 |
| Condensed Statements of Stockholders’ 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 Condition and Results of Operations
| 12 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 |
Item 4. | Controls and Procedures | 14 |
PART II | OTHER INFORMATION | 15 |
Item 1. | Legal Proceedings | 15 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
Item 3. | Default Upon Senior Securities | 15 |
Item 4. | Mine Safety Disclosures | 15 |
Item 5. | Other Information | 15 |
Item 6. | Exhibits | 15 |
Signatures |
| 15 |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HST GLOBAL, INC.
Condensed Balance Sheets
March 31, |
| December 31, | |
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ASSETS |
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Current Assets |
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Cash and cash equivalents | $ |
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Total Current Assets |
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Total Assets | $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses | $ |
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Accounts payable and accrued expenses - related parties |
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Loans or advances from related party |
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Accrued related party interest |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders' Deficit |
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Preferred stock; 10,000,000 shares authorized, |
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Common stock; 200,000,000 shares |
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Additional paid-in capital |
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Accumulated deficit | ( |
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Total Stockholders' Deficit | ( |
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Total Liabilities and Stockholders' Deficit | $ |
| $ |
The accompanying notes are an integral part of these unaudited condensed financial statements
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HST GLOBAL, INC.
Condensed Statements of Operations
(Unaudited)
For the Three Months Ended March 31, 2024 |
| For the Three Months Ended March 31, 2023 | |
REVENUES | $ |
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OPERATING EXPENSES |
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Consulting, related party |
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General and administrative |
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Total Operating Expenses |
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Loss from Operations | ( |
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OTHER INCOME (EXPENSE) |
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Interest expense | ( |
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Total Other Expense | ( |
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Loss Before Income Taxes | ( |
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Provision for Income Taxes |
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NET LOSS | $( |
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Basic and Diluted Loss Per Share | $( |
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Basic and Diluted Weighted Average |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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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 |
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Balance, December 31, 2022 | - | - | 5,248,582 | $ | $ | ($ | ($ |
Net loss | - | - | - | ($ | ($ | ||
Balance, March 31, 2023 | - | - | 5,248,582 | ( | ($ | ||
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Balance, December 31, 2023 | - | - | 5,248,582 | $ | $ | ($ | ($ |
Net loss | - | - | - | ( | ($ | ||
Balance, March 31, 2024 | - | - | 5,248,582 | $ | $ | ($ | ($ |
The accompanying notes are an integral part of these unaudited condensed financial statements
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HST GLOBAL, INC.
Condensed Statements of Cash Flows
(Unaudited)
For the Three Months Ended March 31, 2024 |
| For the Three Months Ended March 31, 2023 | |
Operating Activities |
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Net loss | $( |
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Adjustments to reconcile net loss to net cash |
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Changes in operating assets and liabilities: |
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Accounts payable and accrued expenses |
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Accrued related party interest |
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Net Cash Used in Operating Activities | ( |
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Investing Activities |
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Net Cash Used in Investing Activities |
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Financing Activities |
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Proceeds from loans or advances from related party |
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Accounts payable and accrued expenses-related parties |
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Net Cash Provided by Financing Activities |
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Net Change in Cash and Cash Equivalents | ( |
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Cash and Cash Equivalents at Beginning of Period |
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Cash and Cash Equivalents at End of Period | $ |
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid for interest | $ |
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Cash paid for taxes | $ |
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The accompanying notes are an integral part of these unaudited condensed financial statements
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HST GLOBAL, INC.
Notes to Condensed Financial Statements (Unaudited)
March 31, 2024
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 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 was 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 was headquartered in Hampton, VA on March 31, 2024 and is currently headquartered in Virginia Beach, Virginia.
The Company was founded as an Integrated Health and Wellness Biotechnology company with a plan to develop and /or acquire a network of Wellness Centers worldwide that would be primarily focused on the homeopathic and alternative treatment of late stage cancer.
The Company is a dynamic public holding company, strategically focused on the intersection of the Healthcare, Software, and Transportation industries. With a commitment to innovation and excellence, HST Global specializes in identifying potential investment opportunities and spearheading ventures within these critical sectors.
Core Industries
•Healthcare: HST Global seeks to invest in companies that are at the forefront of medical technology, healthcare services, and solutions that enhance patient care and improve clinical outcomes.
•Software: Recognizing the transformative power of technology, the Company seeks to fund and develop cutting-edge software solutions that drive efficiency, productivity, and growth across various industries.
•Transportation: With an eye on the future, the Company is involved in ventures that revolutionize how goods and people move, focusing on sustainable and intelligent transportation systems.
Investment Philosophy
The Company's investment philosophy centers on creating value through strategic acquisitions and the nurturing of innovative ideas into successful business ventures. By leveraging its industry insight and operational expertise, the Company aims to generate sustainable earnings growth and long-term value for its shareholders.
Vision and Mission
Vision: To be a leading holding company known for transforming high-potential ideas into leading enterprises in Healthcare, Software, and Transportation.
Mission: To invest in and develop businesses that lead their respective industries while delivering consistent returns and growth to our stakeholders.
The accompanying interim condensed 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
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position, results of operations, cash flows, and stockholders’ equity in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 condensed 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, 2023. The results of operations for the period ended March 31, 2024, are not necessarily indicative of the results for a full-year period.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed financial statements and related notes include the activity of the Company and have been prepared in accordance with U.S. GAAP and with the rules and regulations of the SEC to Form 10-K and 10-Q.
Accounting Method
The Company’s condensed financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 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 loss per share in accordance with ASC 260, “Earnings Per Share”. ASC 260 requires presentation of both basic and diluted earnings per share “EPS” on the face of the statement of operations. 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.
Stock-Based Compensation
The Company adopted ASC 718, “Stock Compensation”. Under ASC 718, all share-based payments to employees, including grants of employee stock options, are to be recognized in the statement of operations based on their fair
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values beginning in the period they are granted and amortized over the applicable vesting period. As of September 30, 2023, the Company has not issued any employer stock options.
Fair Value of Financial Instruments
The Company adopted ASC 820, “Fair Value Measurement”, 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 these 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.
NOTE 3 – GOING CONCERN
The Company’s condensed financial statements are prepared in accordance with U.S. GAAP 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
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 funds 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 condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
Loans or Advances from Related Party
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Executive Offices
Consulting Agreements
NOTE 5 – SUBSEQUENT EVENTS
Change of Control
In accordance with ASC 855, “Subsequent Events”, Company management reviewed all material events and transactions through the date of this report and determined that there are no other subsequent events to record or report.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information contained in the condensed financial statements of the Company and the notes thereto appearing elsewhere herein. As used in this report, the terms "Company", "we", "our", "us" and "HSTC" refer to HST Global, Inc.
Preliminary Note Regarding Forward-Looking Statements
This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "HSTC believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of HSTC and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them. Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Critical Accounting Policies and Estimates
Our financial statements and related public financial information are based on the application of 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 March 31, 2024 as Compared to the Three Months Ended March 31, 2023
The Company had no revenues or costs of sales during 2024 or 2023. The Company realized a net loss of $34,177 for the quarter ended March 31, 2024 as compared to a net loss of $39,286 for the quarter ended March 31, 2023. The decrease in net loss of $5,109 for the 1st quarter of 2024 is attributable to an increase in interest expense offset by a slight increase in general and administrative expenses.
Liquidity and Capital Resources
Operating Activities.
Our cash balance as of March 31, 2024 was $838, with a cash balance of $1,526 on March 31, 2023.
Financing Activities.
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The Company has paid for its operations through proceeds of $2,000 in 2024 from loans or advances from related parties. In the three months ended March 31, 2024 the Company received funds in the form of loans or advances from related parties in the amount of $2,000.
The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to ensure 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.
Change of Control
On April 24, 2024, HST Global, Inc., a Nevada Corporation (the “Company”) entered into a Reorganization and Stock Purchase Agreement (the “Reorganization Agreement”) by and among HP Auto Fund LLP (“HPAF”), HST Global Holdings, LLC (“HGHI”), Ron Howell (“Howell”) and The Health Network, Inc. (“Health Network”). Howell and Health Network were the principal shareholders of the Company. Effective April 26, 2024, the parties closed the Reorganization Agreement. As part of the transaction, Howell and Health Network, the then majority shareholders of the Company (the “the Company Shareholders”) delivered 1,634,738 shares of common stock of the Company to each of HPAF and HGHI. In addition, the Company issued to each of HPAF and HGHI 18,156,322 shares of newly-issued common stock, which, together with the transferred shares, represented approximately 95% of the outstanding equity of the Company. Further, as part of the transaction, Howell agreed to cancel $624,808 in debt obligations previously owed to Howell. As a consequence, immediately subsequent to the close of the Reorganization Agreement, the Company has 41,561,226 shares of common stock outstanding. Also as part of the reorganization, the Company will undertake a 1 for 10 reverse stock split of its outstanding shares effective upon approval by FINRA.
Effective April 26, 2024 the Company announced the appointment of Mike Field and Jason Murphy as Directors of the Company.
Subsequently, the Directors appointed Mike Field as President and Acting CFO and Jason Murphy as CEO, Vice President and Secretary.
The table below reflects the Company's executive officers and directors. There is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director.
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Name | Positions and Offices |
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Mike Field Jason Murphy
| President, Acting CFO and Director Vice President, CEO, Secretary and Director
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The Directors and Officers named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, Directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
Mike Field, President, Acting CFO and Director
Mike Field has been President of HP Auto Fund LLC since 2009. He was previously President of companies such as Field Buick Pontiac GMC, Field Mitsubishi, Field Hyundai Suzuki, Koons Buick Pontiac GM,
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Koons of Alexandria, Koons Auto Outlets, and Vice President of J. Koons Pontiac GMC. He graduated from the College of William and Mary in 1990.
Jason Murphy, Vice President, Secretary and Director
Jason Murphy is President of Murphy Management Holdings LLC, a Virginia company controlling strategic commercial real estate assets in the Mid-Atlantic. He was President of Norfolk Marine Company for 16 years before completing the sale of the business to OneWater Marine Inc. (NASDAQ: ONEW) in 2021. He was a member of the Marine Retailers Association of the Americas (MRAA) Board of Directors for six years. Jason ventured into media production in 2023, founding Murphy Media Productions LLC to invest in and manage select projects. He received his B.B.A. from James Madison University in 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our previous 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 March 31, 2024, there were no changes made to our internal controls over financial reporting that are reasonably likely to affect the reliability of those controls, or the accuracy of our financial reporting.
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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
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 |
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: June 4, 2024 |
| HST GLOBAL, INC. | |
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| By: | \s\ Mike Field |
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| Mike Field | |
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| President | |
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| Acting Chief Financial Officer | |
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