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) |
(Registrant’s telephone number, including area code) |
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n/a |
(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.
Yes [x] No [ ]
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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). Yes [x] No [ ]
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 [ ] |
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 September 30, 2020 was
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TABLE OF CONTENTS
PART I | FINANCIAL INFORMATION | 3 |
Item 1. | Financial Statements | 3 |
| Condensed Balance Sheets (unaudited) | 4 |
| Condensed Statements of Operations (unaudited) | 5 |
| Condensed Statements of Stockholders’ Deficit (unaudited) | 6 |
| Condensed Statements of Cash Flows (unaudited) | 7 |
| Notes to Condensed Financial Statements (unaudited) | 8 |
Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 11 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
Item 4. | Controls and Procedures | 12 |
PART II | OTHER INFORMATION | 13 |
Item 1. | Legal Proceedings | 13 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3. | Default Upon Senior Securities | 13 |
Item 4. | Mine Safety Disclosures | 13 |
Item 5. | Other Information | 13 |
Item 6. | Exhibits | 13 |
Signatures |
| 14 |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HST GLOBAL, INC.
Condensed Balance Sheets
September 30, |
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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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Accrued interest, related party |
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Loan from stockholder |
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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; |
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Common stock; |
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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 | $ |
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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 Operations
(Unaudited)
For the Three Months Ended September 30, 2020 |
| For the Three Months Ended September 30, 2019 |
| For the Nine Months Ended September 30, 2020 |
| For the Nine Months Ended September 30, 2019 | |
REVENUES | $ |
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OPERATING EXPENSES |
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Consulting | $ |
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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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Gain on extinguishment of debt |
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Interest expense | ( |
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Total Other Income (Expense) | ( |
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Loss Before Income Taxes | ( |
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Provision for Income Taxes |
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NET INCOME (LOSS) | $( |
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Basic and Diluted Earnings (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, 2018 | - | $- | 2,447,993 | $2,448 | $2,419,096 | $(5,792,486) | $(3,370,942) |
Net income (loss) | - | - | - | - | - | (45,245) | (45,245) |
Balance, March 31, 2019 | - | $- | 2,447,993 | $2,448 | $2,419,096 | $(5,837,731) | $(3,416,187) |
Conversion of related Party debt | - | - | 1,000,000 | 1,000 | $2,493,976 | - | $2,494,976 |
Net income (loss) | - | - | - | - | - | (43,695) | (43,695) |
Balance, June 30, 2019 | - | - | 3,447,993 | $ | $ | $( | $( |
Extinguishment of related party liabilities | - | - | - | ||||
Common stock issued for cash | - | - | 800,000 | ||||
Net income (loss) | - | - | - | ||||
Balance, September 30, 2019 | - | - | $4,247,993 | $ | $ | $( | $( |
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Balance, December 31, 2019 | - | $- | 4,247,993 | $4,248 | 5,358,236 | $(5,365,914) | $(3,430) |
Net income (loss) | - | - | - | - | - | (34,833) | (34,833) |
Balance, March 31, 2020 | - | $- | 4,247,993 | $4,248 | $5,358,236 | $(5,400,747) | $(38,263) |
Net income (loss) | - | - | - | - | - | (44,028) | (44,028) |
Balance, June 30, 2020 | - | - | 4,247,993 | $ | $ | $( | $( |
Net income (loss) | - | - | - | ( | ( | ||
Balance, September 30, 2020 | - | - | 4,247,993 | $ | $ | $( | $( |
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 Nine Months Ended September 30, 2020 |
| For the Nine Months Ended September 30, 2019 | |
Operating Activities |
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Net loss | $( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Gain on extinguishment of debt |
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Changes in operating assets and liabilities: |
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Prepaid Expense |
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Bank overdraft payable |
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Accounts payable and accrued expenses | ( |
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Accrued officer compensation |
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Accrued related party interest |
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Loan from shareholder |
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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 sale of common stock |
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Proceeds from notes payable - related party |
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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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Non Cash Financing Activities: |
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Accounts payable and accrued expenses converted to common stock | $ |
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Notes payable and accrued interest converted to common stock | $ |
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Extinguishment of related party liabilities | $ |
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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)
September 30, 2020
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, 2019. The results of operations for the period ended September 30, 2020, are not necessarily indicative of the results for a full-year period.
HST Global, Inc. is an integrated Health and Wellness Biotechnology company that intends to 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 – 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.
Accounting Method
The Company’s 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 accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and
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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, 2020 and 2019.
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, 2020, 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.
Recently Issued Accounting Pronouncements
Management has considered all 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 3 – 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
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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 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.
NOTE 4 – RELATED PARTY TRANSACTIONS
Notes Payable – Related Parties
Executive Offices
The Company’s executive offices are located at 150 Research Dr., Hampton VA. These offices are leased by The Health Network, Inc. (“HTN”), of which Ron Howell is President.
Consulting Agreements
NOTE 5 – COMMON STOCK
None
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855, Company management reviewed all material events through the date of this report and determined that there are no other material subsequent events to 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 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, 2020 as Compared to the Three Months Ended September 30, 2019
The Company had no revenues or costs of sales during 2020 or 2019. The Company realized net loss of $34,934 for the quarter ended September 30, 2020 as compared to a net profit of $540,992 for the quarter ended September 30, 2019. The increase in net loss for the 3rd quarter of 2020 is attributable to a decrease of accounts payable and decrease of attributable to accrued interest. Operating expense were $34,682 for the period ended September 30, 2020 as compared to $55,008 at September 30, 2019.
Results of Operations – The Nine Months Ended September 30, 2020 as Compared to the Nine Months Ended September 30, 2019
The Company had no revenues or costs of sales for the nine month periods of 2020 or 2019. The Company incurred net loss of $113,795 for the nine months ended September 30, 2020 as compared to a net profit of $452,052 for the nine months ended September 30, 2019. The operating expenses in the third quarters of 2020 were $113,321 versus
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$126,074 for the same period in 2019. The decrease was based on the decrease of accounts payable and increase of accrued interest.
Liquidity and Capital Resources
Operating Activities.
Our cash balance as of September 30, 2020 was $750, with a balance of $1,955 on September 30, 2019.
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 $25,676 received from related party notes payable. In the nine months ended September 30, 2020 the company received advances in the form of loans from related parties in an amount of $25,676.
The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the seeking of the capital it needs to carry on its planned operations. There is no assurance that any of the planned activities will be successful.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Interim Chief Financial Officer (the "Certifying Officer") maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 45 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.
Changes in Internal Controls
During the quarter ended September 30, 2020, 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
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 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November __, 2020 |
| HST GLOBAL, INC. | |
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| (the registrant) | |
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| By: | \s\ Ron Howell |
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| Ron Howell | |
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| Chief Executive Officer | |
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| Interim Chief Financial Officer | |
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