Here to Serve : Disclosure Statement

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Here To Serve Holding Corp

800 Westchester Ave Suite 641N

Rye Brook, NY 10573

________________________________

914-750-9339

www.heretoserve.tech

[e-mail]

SIC Code: 3999 and 7372

QuarterlyReport

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of June 30, 2022, the number of shares outstanding of our Common Stock was: 75,338,500.

As of March 31, 2022, the number of shares outstanding of our Common Stock was: 71,786,977.

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 67,340,075.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

• "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 1 of 14

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Here To Serve Holding Corp. (the "Company") was incorporated in Delaware on September 22, 1983 as New Ithica Corporation. In July 2007 the Company changed its name to American Uranium Mining, Inc. In September 2008, the Company changed its name to F3 Technologies, Inc. In November 2013, the Company changed its name to Here To Serve Holding Corp.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

The Company is active and in good standing in the state of Delaware, where it incorporated on September 22, 1983

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

The Company acquired 100% ownership of Transcendence Age Corp., AVI Holding Corp and TelcoSoftware.com Corp. during the first quarter of fiscal 2022. In the second quarter of fiscal 2022, the Company sold its interest in Transcendence Age Corp.

The address(es) of the issuer's principal executive office:

800 Westchester Ave Suite 641N Rye Brook, NY 10573

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

Not applicable

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 2 of 14

2)	Security Information
Trading symbol:	HTSC
Exact title and class of securities outstanding:	Common Stock
CUSIP:		42710U106
Par or stated value:	$0.001 per share
Total shares authorized:	400,000,000 as of date: 6/30/2022
Total shares outstanding:	75,338,500	as of date: 6/30/2022
Number of shares in the Public Float2:	32,902,678	as of date: 6/30/2022
Total number of shareholders of record:	65	as of date: 6/30/2022

All additional class(es) of publicly traded securities (if any):

Trading symbol:
Exact title and class of securities outstanding:
CUSIP:
Par or stated value:
Total shares authorized:		as of date:
Total shares outstanding:		as of date:
Transfer Agent
Name:	Securities Transfer Corporation
Phone:	469-633-0101
Email:		[e-mail]
Address: 2901 N. Dallas Parkway, Suite 380 Plano, Texas 75093
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

• "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

• To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 3 of 14

Shares Outstanding as of Second Most Recent
Fiscal Year End:	*Right-click the rows below and select "Insert" to add rows as needed.
Opening Balance

Date 9/30/2019	Common: 49,970,149
	Preferred: 1,100,000
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,	Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,	cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares			share) at	to market	have individual	-OR-
	returned to			Issuance	price at	with voting /	Nature of
	treasury)				the time	investment	Services
					of	control	Provided
					issuance?	disclosed).
					(Yes/No)
10/15/2019	New	100,000	Common	$0.003	No	Cesar Herrera	Acquisition of	Restricted	4(a)(2)
							Novus Ordo
							Industries Inc.
10/23/2019	New	600,000	Common	$0.0083	Yes	Dr. Steven	Cash - Private	Restricted	4(a)(2)
						Harter	Placement
2/11/2020	New	62,500	Common	$0.04	Yes	Luis Ramirez	Cash - Private	Restricted	4(a)(2)
							Placement
6/15/2020	New	5,000,000	Common	$0.003	Yes	Brian Holden	Warrant	Unrestricted	Rule
							Exercise		144(b)(1)(ii)
8/28/2020	New	1,000,000	Common	$0.0792	No	Prairie Fire	Acquisition of	Restricted	4(a)(2)
						Enterprises	28 Mining
						(Charles Gryba,	Claims
						control person)
9/21/2020	New	700,000	Common	$0.003	Yes	Brian Holden	Warrant	Unrestricted	Rule
							Exercise		144(b)(1)(ii)
10/14/2020	New	400,000	Common	$0.003	Yes	Paul Riss	Warrant	Restricted	4(a)(2)
							Exercise
11/12/2020	New	2,000,000	Common	$0.093	No	Prairie Fire	Acquisition of	Restricted	4(a)(2)
						Enterprises	66 Mining
						(Charles Gryba,	Claims
						control person)
12/14/2020	New	500,000	Common	$0.08	Yes	The Beling	Cash - Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
01/04/2021	New	549,000	Common	$0.093	No	Prairie Fire	Acquisition of	Restricted	4(a)(2)
						Enterprises	66 Mining
						(Charles Gryba,	Claims
						control person)
1/26/2021	New	600,000	Common	$0.003	Yes	Brian Holden	Warrant	Unrestricted	Rule
							Exercise		144(b)(1)(ii)

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 4 of 14

4/10/2021	New	125,000	Common	$0.08	Yes	Dr. Steven	Cash - Private	Restricted	4(a)(2)
						Harter	Placement
4/29/2021	New	2,000,000	Common	$0.0999	No	Michael Dawald	Consulting	Restricted	4(a)(2)
							Services
5/10/2021	New	125,000	Common	$0.08	Yes	The Beling	Cash - Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
5/21/2021	New	1,358,426	Common	$0.003	Yes	Brian Holden	Warrant	Unrestricted	Rule
							Exercise		144(b)(1)(ii)
06/21/2021	New	1,000,000	Common	$0.13	No	KRTL Biotech	Acquisition of	Restricted	4(a)(2)
						Inc. (Kai Kim,	15% of
						control person)	corporate entity
07/13/2021	New	125,000	Common	$0.08	Yes	The Beling	Cash -Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
7/20/2021	New	1,000,000	Common	$.10008	No	Alexander Cole	Consulting	Restricted	4(a)(2)
							Services
08/04/2021	New	125,000	Common	$0.08	Yes	The Beling	Cash -Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
11/09/2021	New	285,714	Common	$0.035	Yes	The Beling	Cash -Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
11/09/2021	New	285,714	Common	$0.035	Yes	The Beling	Cash -Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
12/01/2021	New	250,000	Common	$0.04	Yes	Kimberly	Cash -Private	Restricted	4(a)(2)
						Kozosky	Placement
12/01/2021	New	250,000	Common	$0.04	Yes	Phyllis Brosette	Cash -Private	Restricted	4(a)(2)
							Placement
12/01/2021	New	150,000	Common	$0.04	Yes	Marcus	Cash -Private	Restricted	4(a)(2)
						Gustafsson	Placement
12/9/21	New	500,000	Common	$0.07	No	Paul Riss	Acquisition of	Restricted	4(a)(2)
							Transcendence
							Age Corp
12/20/2021	New	200,000	Common	$0.035	Yes	The Beling	Cash -Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)
2/18/2022	New	285,714	Common	$0.035	Yes	The Beling	Cash -Private	Restricted	4(a)(2)
						Family Trust	Placement
						(David Beling)

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 5 of 14