Unassociated Document
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, 2007

or

o 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
(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 o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2). Yes  x No o
 
As of February 12, 2008, 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 o No x
 

HOSTING SITE NETWORK INC.
DECEMBER 31, 2007 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 5.
Other Information
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, 2007 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, 2007
5
   
Consolidated Statements of Operations for the three months ended December 31, 2007 and 2006
6
   
Consolidated Statements of Cash Flows for the three months ended December 31, 2007 and 2006
7
   
Notes to Consolidated Financial Statements
8

4
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2007
(Unaudited)

Assets
  
       
Current Assets
        
Cash
  
$
193,032
  
Other assets
    
600
  
         
Total Assets
  
$
193,632
  
         
Liabilities and Shareholders' Equity
         
Current Liabilities
        
Accounts payable and accrued expenses
  
$
19,996
  
         
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
  
Accumulated deficit
    
(591,896
)
         
Total Shareholders' Equity
    
173,636
  
         
Total Liabilities and Shareholders' Equity
  
$
193,632
  

See notes to consolidated financial statements
 
5
 
HOSTING SITE NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited) 

   
Three Months Ended
  
   
December 31,
  
           
   
2007
  
2006
  
General and administrative expenses
  
$ 
(13,040
)
$ 
(15,091
)
Write-off of deferred compensation
          
(8,934
)
Interest income, net
    
741
   
950
 
               
Net loss
  
$ 
(13,781
)
$ 
(23,075
)
               
Basic and dilutive net loss per share
    
*
    
*
  
               
Basic and dilutive 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,
  
   
2007
  
2006
  
           
Cash flow from operating activities
              
Net loss
  
$ 
(12,299
)
$ 
(23,075
)
Adjustments to reconcile net loss to net cash used in operating activities
Write-off of deferred compensation
    
-
    
8,934
 
Changes in assets and liabilities
              
Other current assets
    
-
    
(250
)
Accounts payable and accrued expenses
    
2,836
   
2,109
 
               
Net cash used in operating activities
    
(9,463
)
  
(12,282
)
               
Decrease in cash
    
(9,463
)
  
(12,282
)
               
Cash, beginning of period
    
202,495
   
259,520
 
               
Cash, end of period
  
$
193,032
  
$
247,238
  

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 interim 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 under S-B 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 presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly 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, 2006. 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

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
8

3.
INCOME TAXES

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with FASB Statement 109, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance under recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements as of October 1, 2007.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses.

4.
WRITE-OFF OF DEFERRED COMPENSATION

As of October 1, 2006, the Company wrote-off the balance of deferred compensation of $8,934.
 

5.
SUBSEQUENT EVENT
 
In January 2008, the Company commenced a private placement to sell 1,000,000 shares of common stock of the Company, at $.02, per share, for an aggregate of $20,000. Shares will not be issued until all subscription agreements have been finalized.
 
On January 29, 2008, the Company received $10,000 of the subscription proceeds.
 
9

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.
 
10

PART II - OTHER INFORMATION

ITEM2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No equity securities were sold by us during the period covered by this Report.

ITEM 5. OTHER INFORMATION

On or about April 30, 2001 we issued 3,000,000 restricted shares of our common stock to Scott Vicari, our sole executive officer, pursuant to Mr. Vicari’s 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 our inactivity, 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 under 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.

In January 2008 we commenced a private placement whereby we are offering up to 1,000,000 shares of our common stock at a price of $0.02 per share or an aggregate of $20,000. As of February 12, 2008 we have received $10,000 in subscription proceeds from one subscriber. We have yet to issue any shares to the subscriber.

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

11

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.
   
   
By:
/s/ Scott Vicari
   
Scott Vicari 
President, Chief Executive and
Accounting Officer
 
12