UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 December 31, 2005
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 33-73004
HOSTING SITE NETWORK INC.
-----------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 13-4122844
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 Poplar Place
Fanwood, New Jersey 07023
--------------------- -------
(Address of principal executive offices) (Zip Code)
(973) 652-6333
--------------
(Registrant's telephone number, including area code)
Check whether the issuer (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, 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). Yes |X| No | |
As of February 10, 2006, there were 7,273,500 shares of the issuer's common
stock, par value $0.001, issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes | | No |X|
HOSTING SITE NETWORK INC.
DECEMBER 31, 2005 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
PAGE
Special Note Regarding Forward Looking Information............. 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements........................................... 4
Item 2. Plan of Operation.............................................. 9
Item 3. Controls and Procedures........................................ 9
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds...................... 10
Item 6. Exhibits....................................................... 10
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report
on Form 10-QSB for the quarter ended December 31, 2005 discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Quarterly Report, in "Plan of
Operation".
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAGE
Consolidated Balance Sheet as at December 31, 2005.....................5
Consolidated Statements of Operations for the three months
ended December 31, 2005 and 2004...................................6
Consolidated Statements of Cash Flows for the three months ended
December 31, 2005 and 2004.........................................7
Notes to Consolidated Financial Statements.............................8
4
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
(UNAUDITED)
Assets
Current Assets
Cash $ 300,600
Other receivables 100
Prepaid expenses 250
---------
Total Assets $ 300,950
=========
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 16,966
---------
Shareholders' Equity
Preferred stock, $.0001 par value, 5,000,000
shares authorized; none outstanding
Common stock, $.001 par value; 100,000,000 shares
authorized; 7,273,500 shares issued and outstanding 7,273
Additional paid-in capital 758,259
Deferred compensation (14,295)
Accumulated deficit (467,253)
---------
Total Shareholders' Equity 283,984
---------
Total Liabilities and Shareholders' Equity $ 300,950
=========
See notes to consolidated financial statements.
5
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended
December 31,
---------------------
2005 2004
--------- ---------
General and administrative expenses $ (16,099) $ (23,433)
Interest income, net 1,142 883
--------- ---------
Net loss $ (14,957) $ (22,550)
========= =========
Basic net loss per share $ * $ *
========= =========
Basic weighted average shares outstanding 7,273,500 7,273,500
========= =========
* Less than $0.01 per share.
See notes to consolidated financial statements.
6
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Three Months Ended
December 31,
-----------------------
2005 2004
--------- ---------
Cash flow from operating activities
Net loss $ (14,957) $ (22,550)
Adjustments to reconcile net loss to net
cash used in operating activities
Amortization of deferred compensation 1,786 3,216
Changes in assets and liabilities
Other receivables (100) --
Accounts payable and accrued expenses 4,765 7,813
--------- ---------
Net cash used in operating activities (8,506) (11,521)
--------- ---------
Decrease in cash (8,506) (11,521)
Cash, beginning of period 309,106 361,361
--------- ---------
Cash, end of period $ 300,600 $ 349,840
========= =========
See notes to consolidated financial statements.
7
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. OPERATIONS
Hosting Site Network, Inc. (Company) was incorporated in the State of
Delaware on May 31, 2000 and HSN, Inc. (HSN), its wholly owned subsidiary, was
incorporated in New Jersey on August 21, 2001. The Companies are inactive and
are currently searching for business opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements and related
notes have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial statements and with the
rules and regulations of the Securities and Exchange Commission for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the consolidated financial position, results of operations and cash flows for
the interim periods have been included. These consolidated financial statements
should be read in conjunction with the consolidated financial statements of
Hosting Site Network, Inc. together with the Company's Plan of Operations in the
Company's Form 10-KSB for the year ended September 30, 2005. Interim results are
not necessarily indicative of the results for a full year
The consolidated financial statements include the accounts of the Company
and HSN. All material intercompany balances and transactions have been
eliminated.
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 amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
New Accounting Pronouncements
The Financial Accounting Standards Board has issued FASB Statement No.
154, "Accounting Changes and Error Corrections", which changes the requirements
for the accounting for and reporting of accounting changes and error corrections
for both annual and interim financial statements, effective for 2006 financial
statements. The Company has not determined what the effect, if any, will be on
the Company's consolidated financial statements.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.
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ITEM 2. PLAN OF OPERATION
We were incorporated on May 31, 2000 to provide businesses with a variety of
Internet services including web hosting, web consulting and electronic mail
services. Given the current Internet business environment, we have not commenced
material business operations, have not had any operating revenues, and have
concluded that our business model is not presently valid. Although we may
determine to engage in our intended Internet operations at a later date, we have
decided to look at other ventures of merit for corporate participation as a
means of enhancing shareholder value. This may involve sales of our equity or
debt securities in merger or acquisition transactions.
We have minimal operating costs and expenses at the present time due to our
limited business activities. Accordingly, absent changed circumstances, we will
not be required to raise additional capital over the next twelve months,
although we may do so in connection with or in anticipation of possible
acquisition transactions. We do not currently engage in any product research and
development and have no plans to do so in the foreseeable future. We have no
present plans to purchase or sell any plant or significant equipment. We also
have no present plans to add employees although we may do so in the future if we
engage in any merger or acquisition transactions.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Under the supervision and
with the participation of our senior management, consisting of Scott Vicari, our
chief executive officer and chief financial officer, we conducted an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this
report (the "Evaluation Date"). Based on this evaluation, our chief executive
officer and chief financial officer concluded as of the Evaluation Date that our
disclosure controls and procedures were effective such that the information
relating to us, including our consolidated subsidiary, required to be disclosed
in our Securities and Exchange Commission ("SEC") reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms, and (ii) is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting. There were no
changes in our internal control over financial reporting that occurred during
the period covered by this report that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.
9
PART II - OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No equity securities were sold by us during the period covered by this
Report.
ITEM 6. EXHIBITS
(a) Exhibits.
31.1/31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of
Principal Executive and Financial Officer
32.1/32.2 Rule 1350 Certification of Chief Executive and
Financial Officer
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HOSTING SITE NETWORK INC.
Dated: February 13, 2006 By: /s/ Scott Vicari
--------------------------
Scott Vicari
President, Chief Executive and
Accounting Officer
11