UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended June 30, 2008
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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
150 Research Drive, Hampton, VA 23666
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(Address of principal executive offices) (Zip Code)
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Issuer's telephone number 757-766-6100
NT Holding Corp., 1325 Airmotive #175, Reno, NV 89502
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a 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 June 30,
2008 was 20,242,061 shares.
Traditional Small Business Disclosure Format (Check One): Yes [X] No [ ]
HST GLOBAL, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Condensed Consolidated Interim Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at June 30, 2008 (unaudited)...3
Condensed Consolidated Statements of Operations for the three
months ended June 30, 2008, the six months ended June 30,
2008, and the period from August 6, 2007 (inception) to
June 30, 2008 (unaudited).......................................4
Condensed Consolidated Statement of Cash Flows for the six
months ended June 30, 2008 and the period from August 6,
2007 (inception) to June 30, 2008 (unaudited)...................5
Notes to Condensed Consolidated Interim Financial Statements
(unaudited)...................................................6-8
Item 2. Management's Discussion and Analysis.................................9
Item 3. Controls and Procedures.............................................10
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings...................................................11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.........11
Item 3. Defaults Upon Senior Securities.....................................12
Item 4. Submission of Matters to a Vote of Security Holders.................12
Item 5. Other Information...................................................12
Item 6. Exhibits............................................................12
Signatures....................................................................13
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,2008
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 278,589
Property, plant and equipment, net of accumulated
depreciation of $53.00 1,863
--------------
Total Current Assets $ 280,452
--------------
TOTAL ASSETS $ 280,452
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 63,663
Deposits - Shareholders 1,034,000
Other payables -
Due to stockholders -
Note Payable - related parties 100,000
Tax payable -
Short-term loan -
--------------
Total Current Liabilities $ 1,197,663
LONG-TERM LIABILITIES
Long-term loan -
MINORITY INTEREST -
TOTAL LIABILITIES $ 1,197,663
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COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock; 5,000,000 shares authorized;
.001 par value; 1,000,000 shares issued and
none outstanding -
Common stock, $.001 par value; 100,000,000
shares authorized; 20,241,568 shares issued and
outstanding $ 20,242
Accumulated (deficit) (937,453)
Total Stockholders' Equity (Deficiency) $ (917,211)
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY/(DEFICIT) $ 280,452
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The accompanying notes are an integral part of these financial statements
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HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND
SIX MONTHS ENDED JUNE 30, 2008 AND FOR THE PERIOD FROM THE DATE
OF INCEPTION (AUGUST 6, 2007) TO JUNE 30, 2008
From Date of
Three Months Six Months Inception
Ended Ended (8/6/07) to
June 30, 2008 June 30, 2008 June 30, 2008
REVENUES $ - $ - $ -
COST OF SALES $ - $ - $ -
GROSS PROFIT $ - $ - $ -
OPERATING EXPENSES:
Salaries $ 30,690 $ 38,767 $ 68,767
Consulting 546,000 611,000 641,000
General and administer-
ative expenses 143,394 189,812 192,549
TOTAL OPERATING EXPENSES $ 720,084 $ 839,579 $ 902,316
NET (LOSS) $ (720,084) $ (839,579) $ (902,316)
NET INCOME (LOSS) PER SHARE:
BASIC AND DILUTED - COMMON $ (0.16) $ (0.19)
WEIGHTED AVERAGE
SHARES OUTSTANDING:
BASIC AND DILUTED - COMMON 4,497,569 4,497,569
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The accompanying notes are an integral part of these financial statements
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HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2008 AND FOR THE PERIOD FROM
DATE OF INCEPTION (AUGUST 6, 2007) TO JUNE 30, 2008
From Date of
Six Months Inception
Ended (8/6/07) to
June 30, 2008 June 30, 2008
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (839,579) $ (902,316)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain from discontinued operations -
Depreciation and amortization 53 53
Changes in operations-assets
and liabilities net of acquisitions:
Increase/(Decrease) in accounts
payable and accrued expenses (14,954) 47,268
Increase/(Decrease) in note payables 100,000 100,000
--------------- ---------------
Total Adjustments $ 85,099 $ 147,321
--------------- ---------------
Net Cash used in Operating Activities $ (754,480) $ (754,995)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (1,916) (1,916)
Acquisition Cost - -
--------------- ---------------
Net Cash used in Investing Activities $ (1,916) $ (1,916)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock - 1,500
Deposits received from shareholders 1,034,000 1,034,000
--------------- ---------------
Net cash provided by financing activities $ 1,034,000 $ 1,035,500
--------------- ---------------
Net Increase (decrease) in cash $ 277,604 $ 278,589
CASH AT BEGINNING OF PERIOD $ 985 $ -
--------------- ---------------
CASH AT END OF PERIOD $ 278,589 $ 278,589
=============== ===============
SUPPLEMENTAL CASH FLOW INFORMATION:
Accounts payable acquired in merger $ 16,395 $ -
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The accompanying notes are an integral part of these financial statements
Page 5
HST GLOBAL, INC. AND SUBSIDIARIES
(FORMERLY NT HOLDING CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of HST Global, Inc. and subsidiaries (the
"Company") have been prepared in accordance with generally accepted accounting
principles for financial information and pursuant to the requirements for
reporting on Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly they do
not include all the information and footnotes required by accounting principles
generally accepted in the United States of American for complete financial
statements. However, such information reflects all adjustments (consisting of
normal recurring adjustments), which are, in the opinion of management,
necessary for the fair presentation of the consolidated financial position and
the consolidated results of operations. Results shown for interim periods are
not necessarily indicative of the results to be obtained for a full year. The
consolidated balance sheet information as of June 30, 2008 was derived from the
audited consolidated financial statements included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2007. These annual
financial statements should be read in conjunction with that report.
The consolidated financial statements include the accounts of the Company and
Health Source Technologies, Inc (a wholly owned subsidiary).
NOTE 2 - NATURE AND PURPOSE OF BUSINESS
HST Global, Inc. (the Company) was incorporated under the laws of the state of
Nevada on August 6, 2007. The company is currently headquartered in Hampton,
Virginia. The company is a biotechnological company in the development stage
with a focus on acquiring and developing products for the treatment of cancer.
NOTE 3 - NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The company considers all highly liquid debt instruments purchased with maturity
of three months or less to be cash equivalents.
REVENUE RECOGNITION
The company considers revenue to be recognized at the time the service is
performed.
USE OF ESTIMATES
The preparation of the Company's financial statements required management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximate fair value because of their
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short-term maturities. Financial instruments that potentially subject the
Company to a concentration of credit risk consist principally of cash. During
the year the Company did not maintain cash deposits at financial institution in
excess of the $100,000 limit covered by the Federal Deposit Insurance
Corporation. The Company does not hold or issue financial instruments for
trading purposes nor does it hold or issue interest rate or leverage derivative
financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the assumed
exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes
as required by SFAS No. 109 "Accounting for Income Taxes". SFAS 109 requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax basis of certain assets and liabilities. Deferred income tax assets and
liabilities are computed annually for the difference between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period, plus or minus the change during the period
in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
Company had no significant deferred tax items arise during any of the period
presented.
CONCENTRATION OF CREDIT RISK
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact to its financial statements.
NOTE 4 - REVERSE MERGER, ACQUISITION AND BUSINESS DISPOSAL
On May 9, 2008, the Company entered into a merger and share exchange agreement
with NT Holding Corp. NT Holding Corp was incorporated on April 11, 1984 under
the laws of the State of Delaware. NT Holding Corp since its inception has been
involved in various business operations including mining and
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the development of mineral properties. At the time of the merger and share
exchange agreement, NT Holding had disposed of its operation assets and previous
operations and was considered a development stage company.
This business acquisition has been accounted for as a reverse merger
(recapitalization) with Health Source Technologies, Inc. deemed to be the
accounting acquirer and NT Holding Corp deemed to be the legal acquirer.
Accordingly, the historical financial information statements presented herein
are those of Health Source Technologies, Inc. The accumulated deficit of the
accounting acquirer has been carried forward after the acquisition as well as
its assets and liabilities. Operations prior to the business combination are
those of the acquirer. In conjunction with this business combination, the Board
of Directors approved a 25 for 1 reverse split of the Company's common stock.
The stock splits have been applied retroactively in the financial statements as
if the split had occurred at the inception of the company.
NOTE 5 - STOCKHOLDERS EQUITY
The Company completed a business combination with Health Source Technologies
Inc. on May 9, 2008 (see Note 4). In conjunction with this acquisition the
Board of Directors approved a 25 for 1 reverse split of the Company's common
stock. Prior to the acquisition the Company had 30,039,203 shares of common
stock outstanding. The issuance of the 66,000,000 new shares of common stock to
facilitate the business combination gave the company a total of 96,039,203
shares outstanding immediately before the stock split. After the stock split
there were 3,841,568 shares outstanding.
As part of the consideration for this business combination there were also
1,000,000 shares of preferred stock issued which where convertible into 16.4
(post split) shares of the company's common stock. These preferred shares were
converted into 16,400,000 shares of common stock.
NOTE 6 - DEPOSITS - SHAREHOLDERS
The Company has received $1,034,000 from various persons and companies as
deposits that are being held by the company in the anticipation of fulfilling a
common stock subscription agreement. The Company plans to issue up to
836,000 shares of its common stock at a purchase price of $1.25 per share.
NOTE 7 - FINANCIAL CONDITION AND GOING CONCERN
The Company's financial statements have been presented on the basis that it will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Company
incurred a net loss from continuing operations of $720,084 for the three months
ended June 30, 2008 and $839,579 for the six months ended June 30, 2008 and has
an accumulated deficit of $937,453 at June 30, 2008. These factors raise
substantial doubt as to its ability to obtain debt and/or equity financing and
achieve profitable operations.
There are no assurances that HSTC will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support its working capital requirements. To
the extent that funds generated from operations and any private placements,
public offerings and/or bank financing are insufficient, the Company will have
to raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to
HSTC. If adequate working capital is not available HSTC may be required to
curtail its operations.
Page 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the information
contained in the condensed consolidated financial statements of the Company and
the notes thereto appearing elsewhere herein and in conjunction with the
Management's Discussion and Analysis set forth in (1) the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2007, as amended (which is
also incorporated by reference herein); (2) Quarterly Report on Form 10-QSB for
the three months ended June 30, 2008; and (3) the Company's Current Report on
form 8-K filed May 15, 2008, as amended.
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-KSB, 10-QSB 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 expenses 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 - THREE MONTHS ENDED JUNE 30, 2008 AS COMPARED TO THREE
MONTHS ENDED JUNE 30, 2007
REVENUES, COST OF SALES AND OPERATING EXPENSES
The Company had revenues of $0 for quarter ended June 30,2008. The costs of
sales for the same period were $0 in 2008. The Company incurred expenses of
$720,084 for the quarter ended June. However, the
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expenses in the second quarter of 2008 were incurred to reorganize the Company.
Until the Company obtains capital required to develop any properties or
businesses and obtains the revenues needed from its future operations to meet
its obligations, the Company will be dependent upon sources other than operating
revenues to meet its operating and capital needs. Operating revenues may never
satisfy these needs.
GAIN ON DISCONTINUED OPERATIONS
No income or loss was recorded in the current quarter from discontinued
operations or from the disposal of a subsidiary.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2008 AS COMPARED TO SIX MONTHS
ENDED JUNE 30, 2007
REVENUES, COST OF SALES AND OPERATING EXPENSES
The Company had revenues of $0 for the six months ended June 30, 2008. The
costs of sales for the same period were $0 in 2008. The Company incurred
expenses of $839,579 for the six months ended June 2008. The expenses in the
first six months of 2008 were incurred to reorganize the Company. Until the
Company obtains capital required to develop any products or businesses and
obtains the revenues needed from its future operations to meet its obligations,
the Company will be dependent upon sources other than operating revenues to meet
its operating and capital needs. Operating revenues may never satisfy these
needs.
LIQUIDITY AND CAPITAL RESOURCES
CASH
Our cash balance as of June 30, 2008 was $278,589 compared to the year ended
December 31, 2007.
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. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
Page 10
Change in Internal Controls
Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
Sarbanes Oxley Act 404 Compliance
The Company anticipates that it will be fully compliant with section 404 of the
Sarbanes-Oxley Act of 2002 by the required date for non-accelerated filers and
it is in the process of reviewing its internal control systems in order to be
compliant with Section 404 of the Sarbanes Oxley Act. However, at this time the
Company makes no representation that its systems of internal control comply with
Section 404 of the Sarbanes-Oxley Act.
The Company may from time to time be involved in various claims, lawsuits, and
disputes with third parties, actions involving allegations of discrimination, or
breach of contract actions incidental to the operation of its business. The
Company is not currently involved in any such litigation that it believes could
have a materially adverse effect on its financial condition or results of
operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company may from time to time be involved in various claims, lawsuits, and
disputes with third parties, actions involving allegations of discrimination, or
breach of contract actions incidental to the operation of its business. The
Company is not currently involved in any such litigation that it believes could
have a materially adverse effect on its financial condition or results of
operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On July 15, 2008, the Company issued 839,200 shares to 22 investors as
subscriptions to a private offering, at a price of $1.25 per share. This
issuance was completed in accordance with Section 4(2) of the Securities Act in
an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
On July 1, 2008, the Company issued 15,000 shares for legal services. This
issuance was completed in accordance with Section 4(2) of the Securities Act in
an offering without any public offering or distribution. These shares are
restricted securities and include an appropriate restrictive legend.
On May 9, 2008, the Company issued 4,200,000 shares on the conversion of certain
debt. This issuance was completed in accordance with Section 4(2) of the
Securities Act in an offering without any public offering or distribution.
These shares are restricted securities and include an appropriate restrictive
legend.
On May 9, 2008, the Company issued 66,000,000 shares of common stock to Health
Source Technologies, Inc. as part of the consideration for the Acquisition of
Health Source Technologies, Inc. This issuance was completed in accordance with
Section 4(2) of the
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Securities Act in an offering without any public offering or distribution. These
shares are restricted securities and include an appropriate restrictive legend.
On May 7, 2008, the Company issued 1,000,000 shares of Series A Preferred Stock
to Health Source Technologies, Inc. as part of the consideration for the
Acquisition of Health Source Technologies, Inc. Following the effective date of
the one for twenty five reverse split, all of these shares were converted into
16,200,000 shares of common stock. This issuance was completed in accordance
with Section 4(2) of the Securities Act in an offering without any public
offering or distribution. These shares are restricted securities and include an
appropriate restrictive legend.
There were no sales of unregistered securities during the fiscal years ended
December 31, 2007 and December 31, 2006.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 7, 2008, shareholders representing a majority of the shares of the
Company with the right to vote on matters submitted for a vote by the
shareholders adopted resolutions to change the name of the Company to HST
Global, Inc. and to effect a one for twenty five reverse split of both the
preferred and common stock of the Company. The Company filed an information
statement on form 14C and sent notice to each shareholder of record at that
shareholder's record address.
On June 19, 2008, shareholders representing a majority of the shares of the
Company with the right to vote on matters submitted for a vote by the
shareholders adopted resolutions electing Dr. James Forsythe as a director of
the Company.
ITEM 5. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 6. EXHIBITS
31.1 Certification by the Principal Executive Officer of HST Global, 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 Principal Financial Officer of HST Global, 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 Principal Executive Officer of HST Global, Inc.
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).*
32.2 Certification by the Principal Financial Officer of HST Global, Inc.
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).*
* Filed with the Company's Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2008, SEC file # 000-15303, film # 081020908.
Page 12
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: September 4, 2008 HST GLOBAL, INC.
(the registrant)
By:s Ron Howell
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Ron Howell
Chief Executive Officer
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