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$HSTC Here to Serve Holding Corp. to Acquire DCE Construction, Inc., dba Mesa Garage Doors, in Transformative Share Exchange Agreement
https://www.accesswire.com/796665/here-to-serve-holding-corp-to-acquire-dce-construction-inc-dba-mesa-garage-doors-in-transformative-share-exchange-agreement
ANAHEIM, CA / ACCESSWIRE / October 26, 2023 / Here To Serve Holding Corp. (OTC PINK:HTSC) (the "Company" or "HTSC"), is pleased to announce that it has entered into a definitive Share Exchange and Reorganization Agreement for the acquisition of DCE Construction, Inc., doing business as Mesa Garage Doors ("MESA"), a Southern California-based leader in home improvement solutions focused on the sale, service and installation of garage doors, entry door and custom gates. Subject to satisfaction of certain closing conditions, the acquisition is expected to close in November 2023.The agreement marks a significant milestone for both companies as they prepare to embark on a new chapter.
Below are some key highlights of the transaction:
1. Share Acquisition: At closing, HTSC will acquire all outstanding shares of MESA in exchange for the issuance of 1.4 billion restricted shares of HTSC common stock to the shareholders of MESA in a tax-free reorganization.
2. Preferred Stock Acquisition: At closing, MESA's shareholders will also purchase all Series A and Series C Preferred Stock of HTSC, all of which are held by an affiliate of HTSC.
3. At closing, HTSC's current officers will resign, and Dwight Esnard (CEO of MESA) and Michael Layman (CFO of MESA) will be appointed as HTSC's new CEO and CFO, respectively.
4. At closing, HTSC's current directors will also resign, and MESA's directors, Dwight Esnard and Michael Layman will be appointed as the sole members of HTSC's board.
5. Ownership Equalization: At closing, Paul Riss, CEO of HTSC, will receive an additional 43,200,000 shares of HTSC common stock as consideration for the cancellation of certain debt owed to Mr. Riss, maintaining a 4% total ownership stake in HTSC post-closing. Pursuant to the agreement, dependent upon the value of HTSC's common stock one year from the closing date, Mr. Riss may also be entitled to receive certain additional shares of HTSC common stock.
6. Spin-out of Legacy Business: In connection with, and as promptly as possible after closing of the MESA acquisition, it is anticipated that HTSC's legacy business and subsidiaries will be spun-out into a separate public entity to the holders of HTSC's common stock as of a record date prior to closing of the acquisition. The Company has filed the necessary Issuer Company-Related Action Notification with FINRA in connection with the spin-out, seeking a record date of November 2, 2023. Details regarding the anticipated spin-out will follow in a separate disclosure.
7. After closing of the MESA acquisition, the Company will promptly file an Issuer Company-Related Action Notification with FINRA to complete a name and ticker symbol change to better align HTSC's name with its new business.
Until the MESA acquisition closes, HTSC and MESA will remain separate, independent companies and will operate as such.
Executive Commentary:
Paul Riss, outgoing CEO of HTSC, stated, "This strategic transaction with MESA fortifies our market position and sets the stage for significant growth. I am confident that Dwight Esnard, our incoming CEO, will steer the Company to unprecedented success."
Financial Valuation and Outlook:
MESA obtained an independent valuation as of July 31, 2023 showing that the company has an enterprise value of approximately $41 million. MESA generated unaudited gross revenue of approximately $20.3 million for the year ended December 31, 2022, and is on track to achieve revenue of approximately $23.5 million for the year ended December 31, 2023. By 2025, MESA projects a revenue target of $30 million, with a 10% year-over-year growth rate anticipated for 2026.
MESA Operational Enhancements:
Technological upgrades and workforce training have improved closing ratios, while a high-impact marketing campaign has boosted average sales and appointment success rates. MESA has plans to horizontally diversify into other home improvement areas in addition to garage door installation/repairs, as well as grow through an aggressive M&A campaign of strategically aligned businesses throughout the US.
Financial Audits and Transparency:
MESA is currently undergoing a two-year audit by a PCAOB-registered audit firm that is expected to be complete in the near term. HTSC has had a PCAOB audit for the past two years. The Company plans to register as a reporting company with the Securities and Exchange Commission after the audit work is completed.
Closing Remarks:
Dwight Esnard, incoming CEO, commented, "This agreement marks a pivotal moment for MESA as we transition into a public company. We are committed to delivering significant value to our stakeholders and believe we are poised for a period of dynamic growth and innovation."
$HSTC 3 Months Chart
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HST Global, a publically held biotechnology and wellness company, discovers and develops breakthroughs in supporting and treating metabolic disorders associated with cancer and other life threatening illnesses. HST Global's new and novel therapeutic approaches positively impact patients with disorders associated with late stage cancer who are in need of supportive well-tolerated treatments. Through its proprietary scientific platform, HST Global is developing therapies that address metabolic deficiencies, dysfunction, or disorders, and provides an alternative source of support for patients.
The growing acceptance of alternative and integrative cancer treatments worldwide has placed HST Global in a perfect position to launch its own brand of Cancer Treatment Centers worldwide. While the company continues to seek acquisition of in-licensing pre-clinical drug candidates, this strategy will enable the company to address the challenges individuals face in the supportive treatment of cancer in the later stages.
HST Global, Inc. has been involved with pre-clinical novel drug candidates that suggest a high efficacy in the treatment of various cancers. The interest of physicians in these supportive treatments has given the company a position of visibility that has attracted a number of International partners that desire to open HST affiliated Centers worldwide.
As such, the company is in the process of developing a privately branded chain of Cancer Treatment Centers strategically positioned around the world. The distribution channel established through these Cancer Treatment Centers will serve as a platform for the implementation of existing technologies and serve to identify appropriate communities for treatment with new and emerging novel drug candidates as they become available.March 1, 2012
| • | HST Global seeking partners for Distribution and Marketing Ronald R. Howell, CEO is pleased to announce that he is looking for emerging partners for distribution and marketing of products integrating Raspberry Keytone as the primary ingredient in their delivery system. This strategy builds on the Company's experience of developing integrative products that provide foundational contributions to health at the cellular level. This opportunity further builds on the Company's philosophy of building a protocol that will work within the body to address current challenges while at the same time work as a preventive product to provide the immune system "core" ingredients necessary to maintain optimum health. He states "We are excited to initiate conversations with high profile companies in the health industry in our effort to distribute our Raspberry Heat product. Many individuals will experience the benefits this product contributes to their well-being." |
Shares Outstanding - 36,719,854 a/o June 31, 2012
10Q - Aug 20, 2012 - http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8783158
Float Not Available
Authorized Shares 100,000,000
