x |
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o |
TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
13-4122844
|
|
(State
or other jurisdiction
|
(IRS
Employer
|
|
of
incorporation or organization)
|
Identification
No.)
|
|
32
Poplar Place, Fanwood, NJ
|
07023
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Item
Number and Caption
|
Page
|
Forward
Looking Statements
|
3
|
PART
1
|
|
Item
1. Description of Business
|
3
|
Item
2. Description of Property
|
4
|
Item
3. Legal Proceedings
|
4
|
Item
4. Submission of Matters to Vote of Security Holders
|
4
|
PART
II
|
|
Item
5. Market for Common Equity and Related Stockholders
|
4
|
Item
6. Plan of Operation
|
7
|
Item
7. Financial Statements
|
8
|
Item
8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
|
21
|
Item
8A. Controls and Procedure
|
21
|
Item
8B. Other Information
|
21
|
PART
III
|
|
Item
9. Directors, Executive Officers, Promoters and Control
Person; Compliance
with Section 16(a) of the Exchange Act
|
21
|
Item
10. Executive Compensation
|
24
|
Item
11. Security Ownership of Certain Beneficial Owners and
Management
|
26
|
Item
12. Certain Relationships and Related Transactions
|
27
|
Item
13. Exhibits
|
28
|
Item
14. Principal Accountant Fees and Services
|
30
|
Quarter Ended
|
High Bid
|
Low Bid
|
|||||
December
31, 2004
|
$
|
0.03
|
$
|
0.03
|
|||
March
31, 2005
|
$
|
0.03
|
$
|
0.03
|
|||
June
30, 2005
|
$
|
0.03
|
$
|
0.03
|
|||
September
30, 2005
|
$
|
0.07
|
$
|
0.03
|
|||
December
31, 2005
|
$
|
0.07
|
$
|
0.07
|
|||
March
31, 2006
|
$
|
0.07
|
$
|
0.07
|
|||
June
30, 2006
|
$
|
0.07
|
$
|
0.07
|
|||
September
30, 2006
|
$
|
0.07
|
$
|
0.07
|
|||
December
31, 2006
|
$
|
0.07
|
$
|
0.07
|
|||
March
31, 2007
|
$
|
0.07
|
$
|
0.07
|
|||
June
30, 2007
|
$
|
0.07
|
$
|
0.07
|
|||
September
30, 2007
|
$
|
0.07
|
$
|
0.07
|
Number of
Securities to be
issued upon exercise
of outstanding
options, warrants
and rights (a)
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights (b)
|
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities reflected
in column (a)) (c)
|
||||||||
Equity
compensation plans approved
by
security holders
|
N/A | N/A | N/A | |||||||
Equity
compensation plans not approved
by
security holders
|
0 | N/A | 1,000,000 | |||||||
Total
|
0 | N/A | 1,000,000 |
Page
|
|
Reports
of Independent Registered Public Accounting Firms
|
9-10
|
Balance
Sheet - September 30, 2007
|
11
|
Statement
of Operations - Years ended September 30, 2007 and 2006
|
12
|
Statement
of Shareholders’ Equity - Years ended September 30, 2007 and 2006
|
13
|
Statement
of Cash Flows - Years ended September 30, 2007 and 2006
|
14
|
Notes
to Financial Statements
|
15-20
|
2007
|
2006
|
||||||
Assets
|
|||||||
Current
Assets
|
|||||||
Cash
|
$
|
202,495
|
$
|
259,520
|
|||
Other
receivable
|
600
|
350
|
|||||
Total
Current Assets
|
$
|
203,095
|
$
|
259,870
|
|||
Liabilities
and Shareholders' Equity
|
|||||||
Current
Liabilities
|
|||||||
Accounts
payable and accrued expenses
|
$
|
17,160
|
$
|
14,176
|
|||
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
|
7,273
|
|||||
Additional
paid-in capital
|
758,259
|
758,259
|
|||||
Deferred
compensation
|
-
|
(8,934
|
)
|
||||
Accumulated
deficit
|
(579,597
|
)
|
(510,904
|
)
|
|||
Total
Shareholders' Equity
|
185,935
|
245,694
|
|||||
Total
Liabilities and Shareholders' Equity
|
$
|
203,095
|
$
|
259,870
|
YEARS ENDED SEPTEMBER 30,
|
|||||||
2007
|
2006
|
||||||
Revenues
|
$
|
0
|
$
|
0
|
|||
General
and administrative expenses
|
(63,189
|
)
|
(55,656
|
)
|
|||
Write-off
and amortization of deferred compensation
|
(8,934
|
)
|
(7,147
|
)
|
|||
Interest
income, net
|
3,430
|
4,205
|
|||||
Net
loss
|
$
|
(68,693
|
)
|
$
|
(58,608
|
)
|
|
Basic
and diluted net loss per share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|
Basic
and diluted weighted average shares outstanding
|
7,273,500
|
7,273,500
|
Common
Stock
|
Additional
Paid-in Capital
|
Deferred
Compensation
|
Accumulated
Deficit
|
Total
Shareholders' Equity
|
|||||||||||||||
Shares
|
Amount
|
||||||||||||||||||
Balance,
September 30, 2005
|
7,273,500
|
$
|
7,273
|
$
|
758,259
|
$
|
(16,081
|
)
|
$
|
(452,296
|
)
|
$
|
297,155
|
||||||
Amortization
of deferred compensation
|
- | - | - |
7,147
|
- |
7,147
|
|||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
(58,608
|
)
|
(58,608
|
)
|
|||||||||||
Balance,
September 30, 2006
|
7,273,500
|
7,273
|
758,259
|
(8,934
|
)
|
510,904
|
245,694
|
||||||||||||
Write-off
deferred compensation
|
- | - | - |
8,934
|
- |
8,934
|
|||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
(68,693
|
)
|
(68,693
|
)
|
|||||||||||
Balance,
September 30, 2007
|
7,273,500
|
$
|
7,273
|
$
|
758,259
|
$
|
-
|
$
|
442,211
|
$
|
185,935
|
YEARS ENDED SEPTEMBER 30,
|
|||||||
2007
|
2006
|
||||||
Cash
flow from operating activities
|
|||||||
Net
loss
|
$
|
(68,693
|
)
|
$
|
(58,608
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
|||||||
Write-off
and amortization of deferred compensation
|
8,934
|
7,147
|
|||||
Changes
in assets and liabilities
|
|||||||
Other
current assets
|
(250
|
)
|
(100
|
)
|
|||
Accounts
payable and accrued expenses
|
2,984
|
1,975
|
|||||
Net
cash used in operating activities
|
(57,025
|
)
|
(49,586
|
)
|
|||
Decrease
in cash
|
(57,025
|
)
|
(49,586
|
)
|
|||
Cash,
beginning of year
|
259,520
|
309,106
|
|||||
Cash,
end of year
|
$
|
202,495
|
$
|
259,520
|
Net
operating loss
|
$
|
230,000
|
||
Valuation
allowance
|
(230,000
|
)
|
||
|
None
|
2007
|
2006
|
||||||
Net
operating loss
|
$
|
23,000
|
$
|
20,000
|
|||
Deferred
compensation
|
3,000
|
3,000
|
|||||
26,000
|
23,000
|
||||||
Valuation
allowance
|
(26,000
|
)
|
(23,000
|
)
|
|||
|
None
|
None
|
2007
|
2006
|
||||||
Expected
Federal income tax benefit
|
$
|
(23,000
|
)
|
$
|
(19,000
|
)
|
|
State
taxes
|
(3,000
|
)
|
(4,000
|
)
|
|||
Change
in valuation allowance
|
26,000
|
23,000
|
|||||
|
None
|
None
|
The
Plan is administered by the Company’s Board of Directors, which determines
the grantee, number of shares and exercise price and period. The
Board of
Directors also interprets the provisions of the Plan and, subject
to
certain limitations, may amend the Plan.
|
Name
|
Positions
Held
|
Age
|
Date
of Election
or Appointment
as Director
|
|||
Scott
Vicari
|
Chairman
of the Board, President, Treasurer, CEO, CFO, Controller
|
35
|
April
30, 2001
|
|||
Matthew
Sebal
|
Secretary,
Director
|
37
|
April
30, 2001
|
|||
Ralph
Brown
|
Director
|
74
|
April
30, 2001
|
Name
and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compen-sation
($)
|
Change
in
Pension
Value
and Non-qualified
Deferred Compen-sation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Scott
Vicari, Chief Executive Officer, President
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2006
2005
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
(1)
|
On
or about April 30, 2001 we issued 3,000,000 restricted shares of
our
common stock to Mr. Vicari pursuant to Mr. Vicari’s three year
employment agreement with us dated April 30, 2001. These shares are
subject to forfeiture based upon the term of his employment with
us. Due
to the inactivity of the Company, in December 2004, December 2005,
November 2006 and December 2007, we revised Mr. Vicari’s employment
agreement to extend the vesting periods on the 3,000,000 shares issued
in
the employment agreement. As the result of the December 2007 amendment,
if
Mr. Vicari is not employed by us at December 31, 2008 he forfeits
all of
the shares. If Mr. Vicari is employed by us at December 31, 2008 but
not employed by us at December 31, 2009 he forfeits 2,000,000 of
the
shares. If Mr. Vicari is employed by us at December 31, 2009 but
not
employed by us at December 31, 2010 he forfeits 1,000,000 of the
shares.
|
Name
and Address
of
Beneficial Owner
|
Shares
of Common Stock Beneficially Owned
|
Percentage
Ownership (1)
|
|||||
Scott
Vicari
262
Gettysburg Way
Lincoln
Park, NJ 07035
|
3,000,000
|
(2)
|
41.2
|
%
|
|||
Matthew
Sebal
170
West 6th
Avenue
Vancouver,
British Columbia V5Y 1K6
Canada
|
10,000
|
|
(3)
|
||||
Ralph
Brown
112
St. Claire Avenue West, Suite 400
Toronto,
Ontario M4V 2Y3
Canada
|
10,000
|
|
(3)
|
||||
All
directors and executive officers
as
a group (3 persons)
|
3,020,000
|
41.5
|
%
|
(1)
|
Based
upon 7,273,500 shares issued and outstanding as at December 10,
2007.
|
(2)
|
Pursuant
to the terms of Mr. Vicari’s employment agreement, as amended, if he is no
longer employed with us prior to December 31, 2008 he forfeits all
3,000,000 shares. If he is employed by us at December 31, 2008 but
no
longer employed with us at December 31, 2009 he forfeits 2,000,000
of
these shares. If he is employed by us at December 31, 2009 but no
longer
employed with us at December 31, 2010 he forfeits 1,000,000 of these
shares.
|
(3)
|
Less
than 1%
|
Exhibit
No.
|
SEC
Report
Reference
Number
|
Description
|
||
3.1
|
3.1
|
Certificate
of Incorporation of Registrant filed May 31, 2000. (1)
|
||
3.2
|
3.2
|
Certificate
of Amendment to Certificate of Incorporation of Registrant filed
March 6,
2002. (4)
|
||
3.3
|
3.2
|
By-Laws
of Registrant. (1)
|
||
3.4
|
3.3
|
Amended
By-Laws of Registrant. (3)
|
||
10.1
|
10.1
|
Registrant’s
2001 Stock Option Plan adopted April 30, 2001. (1)
|
||
10.2
|
10.2
|
Executive
Employment Agreement dated April 30, 2001 between Registrant and
Scott
Vicari. (2)
|
||
10.3
|
10.3
|
Registrant’s
2002 Non-Statutory Stock Option Plan(5)
|
||
10.4
|
10.4
|
Amendment
dated December 2, 2002 to Executive Employment Agreement dated April
30,
2001 between Registrant and Scott Vicari(5)
|
||
10.5
|
10.5
|
Loan
Agreement dated as of July 12, 2002 by and among Registrant, 2 Chansis,
Inc., Ray Grimm and Alfred Hanser(5)
|
||
10.6
|
10.6
|
Amendment
dated December 13, 2004 to Executive Employment Agreement dated April
30,
2001 between Registrant and Scott
Vicari(6)
|
Exhibit
No.
|
SEC
Report
Reference
Number
|
Description
|
||
10.7
|
10.7
|
Amendment
dated December 7, 2005 to Executive Employment Agreement dated April
30,
2001 between Registrant and Scott Vicari(7)
|
||
10.8
|
10.8
|
Amendment
dated November 7, 2006 to Executive Employment Agreement dated April
30,
2001 between Registrant and Scott Vicari(8)
|
||
10.9
|
*
|
Amendment
dated December 7, 2007 to Executive Employment Agreement dated April
30,
2001 between Registrant and Scott Vicari
|
||
14
|
14
|
Code
of Ethics(6)
|
||
21
|
*
|
List
of Subsidiaries of Registrant
|
||
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
|
(1)
|
Filed
with the Securities and Exchange Commission on August 11, 2001 as
an
exhibit, numbered as indicated above, to the Registrant’s registration
statement (SEC File No. 333-73004) on Form SB-2, which exhibit is
incorporated herein by reference.
|
(2)
|
Filed
with the Securities and Exchange Commission on January 11, 2002,
as an
exhibit, numbered as indicated above, to the Registrant’s registration
statement (SEC File No. 333-73004) on Form SB-2 (Amendment No. 2),
which
exhibit is incorporated herein by
reference.
|
(3)
|
Filed
with the Securities and Exchange Commission on February 8, 2002 as
an
exhibit, numbered as indicated above, to the Registrant’s registration
statement (SEC File No. 333-73004) on Form SB-2 (Post-Effective Amendment
No. 1), which exhibit is incorporated herein by
reference.
|
(4)
|
Filed
with the Securities and Exchange Commission on April 11, 2002, as
an
exhibit, numbered as indicated above, to the Registrant’s registration
statement (SEC File No. 333-73004) on Form SB-2 (Post Effective Amendment
No. 3), which exhibit is incorporated herein by
reference.
|
(5)
|
Filed
with the Securities and Exchange Commission on January 14, 2003 as
an
exhibit, numbered as indicated above, to the Registrant’s Annual Report on
Form 10KSB for the fiscal year ended September 30,
2002.
|
(6)
|
Filed
with the Securities and Exchange Commission on December 21, 2004
as an
exhibit, numbered as indicated above, to the Registrant’s Annual Report on
Form 10KSB for the fiscal year ended September 30,
2004.
|
(7)
|
Filed
with the Securities and Exchange Commission on December 19, 2005
as an
exhibit, numbered as indicated above, to the Registrant’s Annual Report on
Form 10KSB for the fiscal year ended September 30,
2005.
|
(8)
|
Filed
with the Securities and Exchange Commission on December 7, 2006 as
an
exhibit, numbered as indicated above, to the Registrant’s Annual Report on
Form 10KSB for the fiscal year ended September 30,
2006.
|
Fee
Category
|
Fiscal
year ended
September
30, 2007
|
Fiscal
year ended
September
30, 2006
|
|||||
Audit
fees (1)
|
$
|
24,000
|
$
|
23,000
|
|||
Audit-related
fees (2)
|
1,470
|
0
|
|||||
Tax
fees (3)
|
0
|
||||||
All
other fees (4)
|
0
|
||||||
Total
fees
|
$
|
25,470
|
$
|
23,000
|
(1)
|
Audit
fees consists of fees incurred for professional services rendered
for the
audit of consolidated financial statements, for reviews of our interim
consolidated financial statements included in our quarterly reports
on
Form 10-QSB and for services that are normally provided in connection
with
statutory or regulatory filings or
engagements.
|
(2)
|
Audit-related
fees consists of fees billed for professional services that are reasonably
related to the performance of the audit or review of our consolidated
financial statements, but are not reported under “Audit fees.”
|
(3)
|
Tax
fees consists of fees billed for professional services relating to
tax
compliance, tax planning, and tax
advice.
|
(4)
|
All
other fees consists of fees billed for all other
services.
|
Date:
December 20, 2007
|
HOSTING
SITE NETWORK INC.
|
|
By:
|
/s/
Scott Vicari
|
|
Scott
Vicari,
|
||
President
and Chief Executive Officer
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/
Scott Vicari
|
President,
Treasurer Chief Executive
|
December
20, 2007
|
||
Scott Vicari | Officer, Chief Financial and Accounting Officer | |||
Majority
of
Board
of Directors
|
||||
/s/
Scott Vicari
|
Director
|
December
20, 2007
|
||
Scott Vicari | ||||
/s/
Matthew Sebal
|
Director
|
December
20, 2007
|
||
Matthew Sebal |