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 March 31, 2004
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
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(Address of principal executive offices) (Zip Code)
(973) 652-6333
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(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 |_|
As of May 11, 2004, 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.
MARCH 31, 2004 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 and Reports on Form 8-K................................ 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 March 31, 2004 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, 2003..................5
Consolidated Statements of Operations for the three and
six months ended March 31, 2004 and 2003........................6
Consolidated Statements of Cash Flows for the six months
ended March 31, 2004 and 2003...................................7
Notes to Consolidated Financial Statements..........................8
4
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004
Assets
Current Assets
Cash $ 381,797
Prepaid expenses 1,365
---------
Total current assets 383,162
Computers and equipment , net of
accumulated depreciation of $14,168 14,168
---------
Total Assets $ 397,330
=========
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 7,926
---------
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 stock based compensation (30,593)
Accumulated deficit (345,535)
---------
Total Shareholders' Equity 389,404
---------
Total Liabilities and Shareholders' Equity $ 397,330
=========
See notes to consolidated financial statements.
5
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended Six Months Ended
March 31, March 31,
--------------------------- ----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
General and administrative expenses $ (27,967) $ (37,458) (55,934) (78,704)
Interest income, net 725 352 1,169 4,522
------------ ------------ ------------ ------------
Net loss $ (27,242) $ (37,106) $ (54,765) $ (74,182)
============ ============ ============ ============
Basic net loss per share * $ (0.01) $ (0.01) $ (0.01)
============ ============ ============ ============
Basic weighted average shares outstanding 7,273,500 7,273,500 7,273,500 7,273,500
============ ============ ============ ============
* Less than $.01, per share
See notes to consolidated financial statements.
6
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED MARCH 31,
2004 2003
--------- ---------
Cash flow from operating activities
Net loss $ (54,765) $ (74,182)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 2,833 2,834
Stock based compensation 20,575 20,660
Changes in operating assets and liabilities
Prepaid expenses (1,365)
Accounts payable and accrued expenses 4,079 9,594
Accrued interest receivable 3,333
--------- ---------
Net cash used in operating activities (28,643) (37,761)
--------- ---------
Cash flow from investing activities
Repayment of loan receivable 200,000
--------- ---------
(Decrease) increase in cash (28,643) 162,239
Cash, beginning of period 410,440 281,547
--------- ---------
Cash, end of period $ 381,797 $ 443,786
========= =========
See notes to consolidated financial statements.
7
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 the State of New Jersey on August 21, 2001. The Companies are
inactive and are currently searching for business opportunities.
2. BASIS OF PRESENTATION AND CONSOLIDATION
The accompanying unaudited consolidated financial statements and related
notes have been prepared in accordance with accounting principles generally
accepted in the United States of America 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,
2003. Interim results are not necessarily indicative of the results for a full
year.
The consolidated financial statements include all the accounts of the
Company and HSN. All material intercompany transactions and balances have been
eliminated.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
New Accounting Pronouncements
Management does not believe that any recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying 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
Our principal executive officer and principal financial officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14(c) under the Securities Exchange Act of 1934) as of the end of the
quarter ended March 31, 2004. Based on this evaluation, our principal executive
officer and principal financial officer have concluded that our controls and
procedures are effective in providing reasonable assurance that the information
required to be disclosed in this report is accurate and complete and has been
recorded, processed, summarized and reported within the time period required for
the filing of this report. Subsequent to the date of this evaluation, there have
not been any significant changes in our internal controls or, to our knowledge,
in other factors that could significantly affect our internal controls.
9
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
No equity securities were sold by us during the period covered by this Report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(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
(b) Reports on Form 8-K.
No Reports on Form 8K were filed during the quarter ended March 31, 2004.
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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: May 13, 2004 By: /s/ Scott Vicari
------------------------------
Scott Vicari
President, Chief Executive and
Accounting Officer
11