Here to Serve Holding Corp (OTC:HTSC) Completes Closing of Acquisition with DCE Construction, Inc., dba Mesa Garage Doors

ANAHEIM, CA / ACCESSWIRE / November 8, 2023 / Here To Serve Holding Corp. (OTC Pink:HTSC) (the "Company" or "HTSC"), is thrilled to announce the successful completion of its 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. The acquisition, which was first announced in October, closed on November 3, 2023, at which time MESA became a wholly owned subsidiary of HTSC, MESA's business became the primary business of the Company, and the former shareholders of MESA became controlling shareholders of the Company.

The acquisition was effected pursuant to the terms of a Share Exchange and Reorganization Agreement, which was executed on October 23, 2023. At closing, HTSC acquired all of the 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. In connection with closing, the shareholders of MESA also purchased all outstanding shares of Series A and Series C Preferred Stock of HTSC, which were held by an affiliate of HTSC. Additionally, at closing, the officers and directors of HTSC resigned and Dwight Esnard (CEO of MESA) and Michael Layman (CFO of MESA) were appointed as HTSC's new CEO and CFO, respectively, and Messrs. Esnard and Laymen, along with Richard Golubow, were appointed as the new directors of HTSC.

This transaction empowers HTSC to break into a new market through its acquisition of a successful and experienced leader in the home improvement sector. Additionally, the transaction sets the stage for MESA's plans to horizontally diversify into other home improvement areas in addition to garage door installation/repairs. It also helps to facilitate MESA's new plans for growth through an aggressive M&A campaign of strategically aligned businesses throughout the US.

The transaction's successful closure is the cornerstone for expansion and progress within the home improvement and garage doors sector and marks the beginning of a new era for MESA, as it gains access to capital markets and embraces diversified opportunities for growth.

Unlike other OTC Pink companies, HTSC doesn't have any toxic and dilutive convertible debt or convertible preferred stock outstanding. In addition, the entity is fully audited by a PCAOB, which will help expedite the process for the Company to become a fully reporting company with the Securities and Exchange Commission.

Dwight Esnard, CEO of MESA and Here to Serve Holding Corp, expressed his enthusiasm for this remarkable achievement by stating, "The completion of the acquisition and related transactions are pivotal milestones for our growth. We believe that we are now well-positioned to harness the vast opportunities presented in the home improvement industry."

MESA obtained an independent valuation as of July 31, 2023 showing that MESA 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.

Now that the acquisition has closed, HTSC is actively working to spin out its legacy business and subsidiaries into a separate public entity. When completed, shareholders of HTSC's common stock as of November 2, 2023 will be entitled to receive shares, through the issuance of a dividend, in the newly formed public company that will be formed as a result of the spin-out of the Fortune Nickle and Gold division. The Company has filed the necessary Issuer Company-Related Action Notification with FINRA in connection with the spin-out, with a record date of November 2, 2023, and is working to complete the spin out. Upon completion of the spin out, shareholders entitled to the spin out shares will own stock in two separate companies: HTSC and Fortune Nickle and Gold.

In addition to completion of the spin out, the Company also intends to 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.

About DCE Construction, Inc. (d/b/a Mesa Garage Doors)

Founded over 30 years ago, MESA (www.mesagaragedoors.com) is a Southern California leader in the otherwise highly fragmented business of sales, installation, and service for garage doors. Over these 30 years, MESA has serviced well over a half million customers utilizing its own staff of installers, technicians, and repair employees. With a strong reputation and extensive customer base, MESA has leveraged its financial strength, scalability, operations and service call center and professional management to become one of the largest garage door specialty companies in the United States. While MESA's current corporate name certainly implies garage doors, the Company has expanded over the years to include other related installations and services for entry doors, custom wood gates, and garage door openers and is planning additional expansion over the coming months.

Safe Harbor Statement

This release contains "forward-looking statements". Forward-looking statements also may be included in other publicly available documents issued by HTSC and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management's current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "would," "could," "will" and other words of similar meaning in connection with a discussion of future operating or financial performance.

Examples of forward-looking statements include, among others, statements relating to the enterprise value of the Company post-closing, the Company's ability to successfully integrate the MESA business, the success of the Company post-closing, M&A related prospects for the Company post-closing, completion of the spin-out, changes to the Company's corporate name and ticker symbol, future sales, earnings, cash flows, results of operations, uses of cash, and other measures of financial performance.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause HTSC's actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but are not limited to economic conditions, changes in the laws or regulations, demand for HTSC's products and services, the effects of competition, and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this press release.

For more information about the Share Exchange and Reorganization Agreement, related transactions and/or other matters related to Here To Serve Holding Corp. and DCE Construction, Inc., d/b/a Mesa Garage Doors, please contact:

Company Contact:

Paul Riss
paul@heretoserve.tech
855-464-2535

SOURCE: Here to Serve Holding Corp.

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