HOSTING SITE NETWORK INC (Form: 8-K, Received: 07/31/2008 06:03:40)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

July 24, 2008

SINGLE TOUCH SYSTEMS INC.

(Exact name of registrant as specified in its charter)

Delaware		33-73004		13-4122844
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2235 Encinitas Blvd, Suite 210 Encinitas, California		92024
(Address of principal executive offices)		(Zip Code)

(760) 438-0100

(Registrant’s telephone number, including area code)

32 Poplar Place, Fanwood, NJ 07023

(Former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This Current Report includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). Items contemplating or making assumptions about actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (“SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

EXPLANATORY NOTE

On May 12, 2008 Hosting Site Network, Inc. (“Hosting”) changed its name to Single Touch Systems Inc. On July 24, 2008 Single Touch Acquisition Corp. (“Acquisition Sub”), a wholly-owned subsidiary of Hosting, merged (the "Merger") with and into Single Touch Interactive, Inc., a Nevada corporation (“Single Touch”). Hosting acquired the business of Single Touch pursuant to the Merger and will continue the existing business operations of Single Touch, its wholly-owned subsidiary, as a publicly-traded company under the name Single Touch Systems Inc. (the “Company”).

The terms “the Company,” “we,” “us,” and “our” refer to Single Touch Systems Inc. and its wholly-owned subsidiaries, Single Touch Interactive, Inc. and HSN (NJ) Inc., after giving effect to the Merger, unless otherwise stated or the context clearly indicates otherwise. HSN (NJ) Inc. is an inactive New Jersey corporation with no or nominal assets. The term “Hosting” refers to Single Touch Systems Inc. (f/k/a Hosting Site Network, Inc.) before giving effect to the Merger, and the term “Single Touch” refers to Single Touch Interactive, Inc. before giving effect to the Merger. This Current Report on Form 8-K contains summaries of the material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and qualified in their entirety by, reference to these agreements, all of which are incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On July 24, 2008, the Company completed the Merger. For a description of the Merger and the material agreements entered into in connection therewith, please see Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

THE MERGER AND RELATED TRANSACTIONS

The Merger

On March 20, 2008, Hosting, the Acquisition Sub, and Single Touch entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). Before their entry into the Merger Agreement, no material relationship existed between Hosting (or its subsidiaries) and Single Touch. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 20, 2008 which is incorporated herein by reference.

The Merger Agreement provided for the merger contemplated thereby (the “Merger”) to be consummated on or before June 1, 2008 unless extended in writing by mutual agreement of us and Single Touch. On May 29, 2008 we entered into an Addendum to the Merger Agreement which provided for the Merger to be consummated on or before June 30, 2008 unless extended in writing by mutual agreement of us and Single Touch. On June 10, 2008 we entered into a Second Addendum to the Merger Agreement which provided that there would be approximately 6,878,478 shares of our common stock issued and outstanding at the time of closing under the Merger Agreement after taking into account a 2.3:1 reverse stock split, a 3:1 forward stock split in the form of a dividend and the cancellation of shares of our common stock owned by our then president, Scott Vicari, but not taking into account the shares of our common stock issuable to the STI security holders pursuant to the Merger Agreement or the shares of our common stock issuable upon conversion of the convertible promissory notes issued by us in an offering described below under “The 2008 Note Offering”. On June 27, 2008 we entered into a Third Addendum to the Merger Agreement which provided for the Merger to be completed on or before July 31, 2008, unless further extended in writing by mutual agreement of us and Single Touch. On July 22, 2008 we entered into a Fourth Addendum to the Merger Agreement which provided for Anthony Macaluso, the principal shareholder of Single Touch, to deliver 1,445,912 shares in escrow to secure the indemnification obligations of the other Single Touch securities holders under the Merger Agreement in lieu of having each Single Touch securities holder deliver shares in escrow. On July 24, 2008 we entered into a Fifth Addendum under the Merger Agreement which increased the shares issuable to the Single Touch securities holders under the Merger Agreement from 87,994,950 shares to 90,994,987 shares. See “ProForma Ownership.”

Pursuant to the Merger Agreement, on July 24, 2008 (the “Closing Date”), the Acquisition Sub, a wholly-owned subsidiary of ours, merged with and into Single Touch, with Single Touch remaining as the surviving entity. We acquired the business of Single Touch pursuant to the Merger and have continued the existing business operations of Single Touch as a publicly-traded company under the name Single Touch Systems Inc. As a result of the Merger, Single Touch is a wholly-owned subsidiary of Single Touch Systems Inc.

On the Closing Date and in connection with the Merger, the holders of Single Touch’s issued and outstanding common stock before the Merger (the “Single Touch Shareholders”) surrendered all of their issued and outstanding common stock of Single Touch and received common stock of the Company, par value $0.001 per share (“Common Stock”). Also on the Closing Date, all of the issued and outstanding warrants and convertible notes to purchase shares of Single Touch common stock were exchanged for warrants (the “New Warrants”) and convertible notes (the “New Notes”) to purchase shares of the Company’s Common Stock. The number of shares of Common Stock issuable under, and the price per share upon exercise or conversion of, the New Warrants and New Notes were calculated based upon the terms of the original warrants and notes of Single Touch.

An aggregate of 90,994,987 shares of Common Stock were issuable to Single Touch Shareholders, and holders of outstanding Single Touch warrants and convertible notes, on the Closing Date, of which 42,967,554 shares of Common Stock were issued to Single Touch Shareholders, and an aggregate of 48,027,433 shares of Common Stock were reserved for issuance upon the exercise of New Warrants or the conversion of New Notes. The stockholders of Hosting before the Merger (the “Hosting Stockholders”) retained 6,878,511 shares of Common Stock.

The Merger Agreement contains customary representations, warranties and covenants of Hosting, Single Touch and Acquisition Sub, for like transactions. Breaches of representations and warranties are secured by customary indemnification provisions. In order to secure the indemnification obligations of the Single Touch Shareholders pursuant to the Merger Agreement, 1,445,912 shares of Common Stock to which Anthony Macaluso, the principal shareholder of Single Touch was entitled in exchange for his shares of Single Touch in connection with the Merger will be held in escrow for a period of one year pursuant to an Escrow Agreement, a copy of which agreement is attached as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.

The Merger will be treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Hosting before the Merger will be replaced with the historical financial statements of Single Touch before the Merger in all future filings with the SEC.

On the Closing Date, we increased the size of our board of directors from three to four persons. On such date, Scott Vicari and Ralph Brown resigned from our board of directors, Scott Vicari resigned as our Chairman, President, Treasurer, Chief Executive Officer and Chief Financial Officer, and James Cassina resigned as our Secretary. Anthony Macaluso, Richard Siber and Larry Dunn were appointed to fill the board vacancies created by the board resignations and the size increase. Anthony Macaluso was appointed as our President, Chief Executive and Financial Officer, Treasurer and Chairman and Tom Hovasse was appointed as our Secretary. James Cassina continued to serve as a director. The officers and directors of the Company as of the Closing Date are identified on page 36 under “Directors and Executive Officers.”

On the Closing Date, in accordance with the Merger Agreement and our April 30, 2001 Employment Agreement with Scott Vicari, as amended, Scott Vicari returned 3,913,044 shares of our common stock owned by him to us for cancellation (the “Vicari Share Cancellations”). Upon cancellation these shares were returned to the status of authorized but unissued.

The parties have taken all actions necessary to ensure that the Merger is treated as a “tax free exchanges” under Section 351(a) of the Internal Revenue Code of 1986, as amended.

2008 Stock Option Plan

On April 22, 2008 our Board of Directors and the holders of a majority of our outstanding shares adopted our 2008 Stock Option Plan (the “2008 Plan”) and terminated our 2002 Non-Statutory Stock Option Plan (the “2002 Plan”). No options were ever issued under the 2002 Plan. A total of 8,800,000 shares of our common stock are reserved for issuance under the 2008 Plan. The 2008 Plan authorizes the grant of nonqualified stock options, incentive stock options, restricted stock awards and stock appreciation rights to eligible participants. For a more detailed description of the 2008 Plan, see Item 6 - Executive Compensation - 2008 Stock Option Plan.” A copy of the 2008 Plan is attached as Exhibit 10.10 to this Current Report on Form 8-K herein and is incorporated herein by reference.

Charter Amendment / Reverse Stock Split

On May 12, 2008 we filed a Certificate of Amendment to our Certificate of Incorporation to:

change our name from Hosting Site Network, Inc. to Single Touch Systems Inc.;

increase our authorized capitalization from 105,000,000 shares of capital stock consisting of 100,000,000 common shares, par value $0.001 per share and 5,000,000 shares of blank check preferred stock, par value $0.0001 per share to 205,000,000 shares of capital stock consisting of 200,000,000 common stock, par value $0.001 per share and 5,000,000 shares of blank check preferred stock, par value $0.0001 per share; and

to effect a 2.3:1 reverse stock split (the “Reverse Split”) effective after the close of business on May 14, 2008.

The Certificate of Amendment is attached as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward Stock Split

On June 10, 2008 our board of directors declared a 3:1 forward stock split in the form of a stock dividend (the “Forward Split”). The record date, payment date and effective date for the forward split was June 24, 2008; June 25, 2008; and June 26, 2008, respectively. Immediately prior to the forward split we had 3,597,185 shares of common stock issued and outstanding. Immediately after the forward split we had 10,791,555 shares of common stock issued and outstanding.

The 2008 Note Offering

During the period March 24, 2008 through June 30, 2008, we engaged in a private offering (the “Offering” or the “2008 Note Offering”) whereby we sold an aggregate of $3,300,000 in convertible promissory notes (the “Company Notes”) including the March 17, 2008 Replacement Note issued on April 15, 2008 discussed below under “March 2008 Bridge Financing”. The gross proceeds from the Offering were subsequently loaned to Single Touch Interactive, Inc., as described in greater detail below. Each Company Note was convertible into Company units (the “Units”), at a purchase price of $1.25 per Unit, each Unit consisting of one share of Common Stock, one Class A Warrant to purchase one share of Common Stock for a period of eighteen (18) months at an exercise price of $1.60 per share and one Class B Warrant to purchase one share of Common Stock for a period of thirty-six (36) months at an exercise price of $2.05 per share. The Company Notes were due March 30, 2009 and interest was to begin to accrue at the rate of 12% per annum thereon commencing 90 days following their respective issuance dates. Effective June 15, 2008 holders of Company Notes dated March 17, 2008 and March 31, 2008 agreed that interest on their Company Notes would not begin to accrue until July 31, 2008. Interest was payable quarterly with the first interest payment date being October 1, 2008. The Offering was made only to accredited investors as defined under Regulation D, Rule 501(a) promulgated by the SEC or to non-US Persons in reliance on Regulation S under the Securities Act of 1933, as amended. In connection with the closing of the Merger, the Company Notes were automatically converted into an aggregate of 2,640,000 Units. The exercise prices for the Class A Warrants and Class B Warrants, as set forth above, are subject to anti-dilution protection and take into account the prior effectiveness of the Reverse Split and the Forward Split.

The sale of the Company Notes in the Offering was exempt from registration under Section 4(2) or Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). In the Offering, no general solicitation was made by us or any person acting on our behalf. The certificates for shares of Common Stock, Class A Warrants and Class B Warrants issued upon conversion of the Company Notes sold in the Offering contain appropriate legends stating that such securities are not registered under the Securities Act and may not be offered or sold absent registration or an exemption therefrom.

The form of the Company Notes issued in the Offering was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 31, 2008 and is incorporated herein by reference.

The Merger, the Offering and the other transactions related thereto are collectively referred to herein as the “Transactions.”

March 2008 Bridge Financing

On March 17, 2008 we sold a $200,000 45-day, non-interest bearing note to a single subscriber in reliance on Regulation S under the Securities Act of 1933, as amended. The note was due on May 1, 2008. On April 15, 2008 the subscriber agreed to allow us to cancel the March 17, 2008 note and replace it with a new note dated March 17, 2008 (the “Replacement Note”) which was identical in all respects to the Company Notes and thereafter treated as a Company Note. In connection with the Closing of the Merger, the Replacement Note was converted into Units. The $200,000 in subscription proceeds from the March 17, 2008 note sale together with an additional $50,000 or an aggregate of $250,000 was loaned to Single Touch Interactive, Inc. (“STI”) on March 17, 2008 and represented by an STI secured promissory note dated March 17, 2008 and due April 16, 2008. The loan was secured by the assets of STI as reflected in a March 17, 2008 Security Agreement between Hosting and STI. As discussed below under “STI Loans” on April 15, 2008 the March 17, 2008 STI Note was cancelled and replaced with an STI Note dated as of March 17, 2008 which was issued subject to the March 31, 2008 Bridge Loan Agreement and Security Agreement between Hosting and STI and was identical in all material respects to the notes issued to Hosting by STI on each of March 31, 2008, April 28, 2008, June 5, 2008, and July 14, 2008.

STI Loans

On March 31, 2008 we entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) with Single Touch Interactive, Inc. (“STI”), a Nevada corporation pursuant to which we made a series of loans to STI (the “STI Loans”) in the aggregate amount of $3,300,000 which includes the $250,000 loan we made to STI on March 17, 2008 which was made subject to the Bridge Loan Agreement on April 15, 2008. The STI Loans were secured by STI’s assets as set forth in the March 31, 2008 Security Agreement between us and STI. As discussed below, upon making each STI Loan we received a secured bridge loan note from STI (the “STI Notes”) which provided for the payment of interest at the rate of 12% per annum. Interest and principal on the STI Notes, as amended, was due on July 31, 2008. However, upon the July 24, 2008 closing of the Merger by and among us, STI and Single Touch Acquisition Corp., the STI Loans were forgiven, the STI Notes were cancelled and deemed repaid in full and the Security Agreement, together with the security interest created thereby, was terminated.

In connection with the Bridge Loan Agreement we made loans to STI as follows:

On March 31, 2008 we loaned $1,650,000 to STI and received an STI Note dated March 31, 2008 in the principal amount of $1,650,000;

On April 15, 2008 we converted a March 17, 2008 note issued to us by STI in connection with a March 17, 2008 $250,000 bridge loan into an STI Note dated as of March 17, 2008;

On April 28, 2008 we loaned $345,000 to STI and received an STI Note dated April 28, 2008 in the principal amount of $345,000;

On June 5, 2008 we loaned $425,000 to STI and received an STI Note dated June 5, 2008 in the principal amount of $425,000; and

On July 14, 2008 we loaned $630,000 to STI and received an STI Note dated July 14, 2008 in the principal amount of $630,000.

Registration Rights

In connection with the Merger and the 2008 Note Offering, we have committed, subject to Rule 415 registration restrictions, to use our reasonable best efforts to file a Registration Statement covering the resale of the shares issued or issuable to the STI securities holders pursuant to the Merger, the resale of the shares issued or issuable upon the conversion of the Company Notes (including the shares issuable upon exercise of the Class A Warrants and Class B Warrants), and the restricted shares held by Hosting shareholders prior to the Merger, within 60 days from the Closing Date and to use our reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter. We have further agreed to use commercially reasonable efforts to maintain the effectiveness of this Registration Statement through the second anniversary of the date the Registration Statement is declared effective by the SEC or until Rule 144 of the Securities Act is available to the selling stockholders thereunder with respect to all of their shares, whichever is earlier.

Pro Forma Ownership

Immediately after giving effect to the Merger and the Vicari Share Cancellation, there were issued and outstanding on a fully diluted basis (including the shares of Common Stock underlying outstanding warrants and convertible notes assumed by the Company in the Merger and the shares of Common Stock underlying the Units issued upon the conversion of the Company Notes, including the Common Stock under the Class A Warrants and Class B Warrants comprising part of the Units), 105,793,498 shares of Common Stock, as follows:

the Single Touch Shareholders (including former holders of Single Touch convertible notes and former holders of Single Touch warrants) beneficially owned 90,994,987 shares of Common Stock, of which 42,967,554 shares were issued and outstanding and 48,027,433 shares were issuable upon exercise or conversion of warrants or convertible notes exercisable or convertible within 60 days of the closing under the Merger Agreement;

the Hosting Stockholders held 14,798,511 shares of Common Stock including 6,878,511 shares held by the Hosting Stockholders without regard to the shares of Common Stock issued upon conversion of the Company Notes; 2,640,000 shares of Common Stock comprising part of the Units issued upon the conversion of the Company Notes; 2,640,000 shares of common stock issuable upon exercise of the Class A Warrants comprising part of the Units issued upon the conversion of the Company Notes; and 2,640,000 shares of common stock issuable upon exercise of the Class B Warrants comprising part of the Units issued upon the conversion of the Company Notes.

PART I

1. DESCRIPTION OF BUSINESS

Company Overview

Immediately following the Merger, the business of Single Touch became the business of the Company. Single Touch was incorporated in Nevada on April 2, 2002 and is engaged in the business of wireless application development, publishing and distribution. Single Touch Interactive is a provider of customized easy-to-use wireless solutions. It’s patent pending technology simplifies adoption by reaching new data subscribers and generating new revenue streams for carriers and content owners. Single Touch's Abbreviated Dial Code (“ADC”) programs make mobile easy for brands, consumers and carriers. The simplicity of dialing a ‘#’ plus 3 to 6 digit branded telephone number has resulted in high response and download conversion rates. A large percentage of ADC consumers are first time data users, demonstrating how simple it is to deliver mobile data and campaigns through these ADC programs while also opening up a new market outside of Short Message Service (“SMS”). Reaching new consumers is a major initiative for wireless carriers and ADC programs fill that need.

Industry

The data below, which is based on information released by CTIA – The Wireless Association™, shows the year over year growth and penetration of the wireless industry and the large volume of minutes and messages being used.

Wireless Quick Facts

Year End Figures

Topic

Dec-07

Dec-05

Dec-00

Dec-95

Wireless Subscribers

255.4M

207.9M

109.5M

33.8M

Wireless Penetration

% of total U.S. population

Wireless-Only Households ⁽¹⁾

% of U.S. Households

15.8

8.4

N/A

AnnualizedTotal Wireless Revenues

138.9B

113.5B

45.3B

19B

Annualized Wireless Data Revenues

23.2B

8.5B

211.2M

N/A

Minutes of Use

2.1T

1.5T

533.8B

431.9M

Monthly SMS Messages

48.1B

9.8B

14.4M

N/A

Annualized Yearly SMS Messages

363B

81B

N/A

Cell Sites

213,299

183,689

104,288

22,663

K=Thousand M=Million B=Billion T=Trillion

(1)

Wireless Substitution: Early Release of Estimates from the National Health Interview Survey, July-December 2007, National Center for Health Statistics, May 14, 2008.

Industry Growth and Potential

Except as otherwise provided, the statistical data below was derived from the March 2008 comScore Wireless Report. Worldwide it is estimated that there are 2.5 times more cell phones than computers (2.5 billion cell phones compared to 1 billion computers). The age at which people are using cell phones continues to decline and overall consumer dependence on cell phones continues to grow. Annual expenditure on mobile advertising is expected to reach $11.4 billion by 2012 ¹ . To date, consumers are proving to be somewhat resistant to mobile advertising, with survey results indicating that location-based coupon services draw little enthusiasm from consumers (only 14 percent of respondents expressed an interest in the service - which was flat compared to a 2006 survey finding). AT&T Wireless and Verizon Wireless continue to be the dominant wireless providers. Both companies continued to add to their already large subscriber count (AT&T Wireless and Verizon Wireless ended 2007 with 70.1 million and 65.7 million subscribers, respectively ² ).

For many consumers, cellular phones have already made the transition from a communication device to a media-consumption device. With continuing technological advancements, people are becoming more dependent on their cell phones and less dependent on landlines.

Cellular phones continue to play an increasingly important role in consumers’ lives. For many, they have become more than just a communication tool. Mobile Internet usage continues to rise and many customers report high levels of satisfaction:

The number of mobile Internet subscribers accessing mobile Internet has increased significantly in the past year

E-mail dominates the reason these subscribers access the mobile Internet.

Mobile Internet usage is at a tipping point:

Current mobile Internet users are accessing more types of online content on their mobile devices.

Non-users report that cost is the biggest deterrent in subscribing to Mobile Internet service, representing a change from years prior when they said they didn’t even have a need for the service.

¹ Derived from the Economist.com—“The Next Big Thing,” Oct. 4, 2007.

² Derived from their respective 2007 Annual Reports

STI’s Position in the Wireless Industry

The wireless industry is growing rapidly with more than 47 million new subscribers in the last two years and an 18% increase in total revenue over that period. The principal driver of this growth is revenue from data downloads which has increased by approximately 63% over the last two years. STI is positioned to take advantage of this traffic through its ADC platform. ADC’s have reached a broad demographic and have consistently seen high conversion numbers. Some companies that already have production SMS programs have contacted STI to expand their delivery options by adding ADC codes.

Principal Products and Services

Lines of Business:

Abbreviated Dial Code - Abbreviated Dial Code (“ADC”) would be best understood as dialing 411 for information. This is a good example of an ADC. Single Touch has developed a means for brands to utilize an ADC as an easy to use and remember mobile telephone access point for a brands’ customers to interact with a brands’ product or service offering. The ADC programs are an easy to use and access distribution channel that supports and facilitates the download of content in many forms. For example, the delivery of an application, a connection to a customer service agent, and a connection to an IVR. In addition, ADC programs can be used to initiate a wap,mms or sms session, to digitally populate a form, to provide lead generation and can also evoke a plurality of other features and products and service to end user mobile devices. ADC programs can also support various branding and marketing campaigns as it is as easy as dialing a phone number. STI was the first to deliver successful ADC programs commercially on multiple carriers in the United States. ADC vanity numbers such as #MTV for Music Television and # BET for Black Entertainment Television, make it easy to remember how to access a brand. Certain ADC’s can be representative of a corporate name, such as #SEARS and # HERTZ. Another application of ADC’s indicates a particular available service or product. For example, Walmart recently launched the ADC #MEALS to enable customers to receive “simple meal plans” and ideas and even receive recipes on their mobile phones. Using a custom voice that everyone in your demographic is familiar with adds personality to a program. Black Entertainment Television, for example, uses their top rated video jockey to be the voice of #BET. The STI ADC platform is designed to be flexible and our participants have added a variety of programs which include the following: downloading content (#MTV, #BET), redirecting calls to a customer service representative (#SEARS), streaming audio from Fox News (#FOXN), and even listening to live concerts (#323). A recent review has indicated that , STI ADC programs have had over 14 million calls with over 30% of those callers making a transaction. STI’s ADC program received the 2006 Mobile Marketing Association Award for Innovation.

Marketing – The advertising for each ADC is created and typically paid for by STI’s various participants.

Technology – Single Touch owns and operates its ADC programs on Single Touch owned equipment located in carrier grade facilities. Our systems are redundant and carrier grade.

Mobile Machine – Mobile Machine enables consumers to download content from the Internet to a mobile device by a simple drag and drop interface. The user drags any type of content, image, ringtone, video, application, etc, to the Mobile Machine, types in his mobile number and presses send. STI’s backend technology then detects carrier, handset type and quickly formats the content. A link of the chosen content is then sent to the customer’s phone for download to the device. The Mobile Machine technology is currently available on Univision.com and CoverGirl.com.

Mobile Idol – Mobile Idol allows the customer to create his own ringtone. The customer simply dials into one of our participating partners ADC numbers, selects Mobile Idol and is prompted to choose a song. Once a song is selected it will begin playing. The customer then sings over the song track through the phone and STI’s backend technology records the song. The customer is then able to download the song to their own handset as a ringtone and also send it to the Mobile Idol website, www.mobileidol.net. Once on the website, the customer can share their song with other members of the Mobile Idol community. The Mobile Idol website also incorporates the Mobile Machine in an interactive way by allowing customers to vote and download any other person’s song on the website. The Mobile Idol technology is available on #323.

Mobile Coupon Platform – A significant revenue source for the wireless industry is mobile coupons. According to EJL Wireless Research, mobile coupon business is estimated to reach $1 billion by 2011. Current mobile coupon programs include coupons or bar codes sent to the mobile device. Finding the coupons or bar codes can be a challenge and is time consuming. STI’s coupon platform is designed to easily use an ADC platform and web based technology combined with a fully integrated solution at point of sale. In this regard, STI has partnered with Incomm, the nation’s largest provider of gift cards, prepaid wireless products, re-loadable debit cards, digital music downloads, content, games, software and bill payment solutions. The STI solution is designed to use the customer’s mobile phone number as his retail loyalty and content card. For example, the customer either enters #SAVE or goes to a participating online company such as Yahoo.com or a participating retailer’s website to register his number and then begins selecting coupons that can be added to his phone. At check-out, he simply enters his phone number in to the credit card terminal or tells the cashier his phone number and receives discounts. The process is quick and easy for both the customer and the retailer. Companies such as Yahoo Inc., Proctor & Gamble Co. and H-E-B will be participating in the Coupon Program.

Carrier Data and Billing Platform — Single Touch will provide data services and billing platforms to Nextel Mexico, for both on and off-deck content. On-deck content involves a carriers own content offering. Off-deck content involves any third party selling content to a carrier’s consumers. STI will also provide access to ADC programs, will become a billing intermediary for all content sold, and become the conduit for data delivery. Other projects include passing of SMS messages; age verification; adding video/television on to the Nextel Mexico Network; adding alternative content payment options; advertising; search functionality; coupons; content rating/filtering; and keeping the database of record and registration tool for Common Short Codes and ADC’s.

Audiocast – STI’s audiocasting technology allows customers to listen to live, audio events such as concerts and TV programs from around the world. The customer simply dials into an STI event and listens to the show. Fox News is currently using this technology. By pressing #3696 (#FOXN) on his AT&T phone a customer can listen to either the live Fox News Television feed or the Fox News radio feed. Previous concerts have included the Rolling Stones European and North American Tours, Rihanna and Chris Brown.

Campaign Management – STI has the ability to manage marketing and sales campaigns on a variety of platforms including ADC, SMS, Wireless Application Protocol (“WAP”) and the Web. STI collects user data for analysis and ongoing consumer dialogue. The STI campaign management tool is flexible and provides real-time media measurement, subscriber profiling and personalized messaging.

Application Development — STI develops and publishes “value-added” lifestyle wireless data applications for wireless handsets. STI’s strategy is to develop applications that create value and satisfaction to the end-user. For the wireless carrier, these applications make a favorable impact on critical factors of “Average Revenue Per Unit” (or “ARPU”), penetration, customer satisfaction, and user acquisition costs.

STI’s applications are found on major Binary Runtime for Wireless (“BREW”) carriers and remain a steady source of revenue. STI applications include the following:

My Mobile Mail™ - allows the customer to send and receive e-mail from an existing Post Office Protocol version 3 (“POP3”) (Hotmail, Yahoo, Earthlink, etc.) and Internet Message Access Protocol (“IMAP”) email accounts right from your phone.

Sports Connection™ - provides in-depth access to current scores, news, previews, recaps, injury updates, and more for all major sports.

Movietickets. com - allows end-users to browse for movies, theaters, and show times by either city and state combination or zip code. End-users can then purchase tickets by entering their credit card information on a per ticket basis or register their credit card for future transactions.

Material Contract and Agreements

Our business agreements consist primarily of Customer Agreements and Carrier Agreements. Customer Agreements are typically agreements with companies which have sales relationships with the end users of the transacted media content or service application. These agreements typically involve a split of the fees received between the client and Single Touch or a fixed fee per transaction. Carrier agreements are infrastructure in nature and establish the connection to the end user that enables Single Touch to deliver and collect payment for the transacted media content or service application. Carrier agreements typically involve a split of the fees received between the carrier and Single Touch. We do not consider any of our Carrier Agreements material as other carriers are available in the event any of our Carrier Agreements are terminated or not renewed.

Material Customer Agreements

On June 19, 2006 we entered into an agreement (the “BMI Agreement”) with Boulevard Media Inc., a U.S. subsidiary of Teligence (“BMI”) pursuant to which we provide services and support to BMI through our Abbreviated Dialing Code (“ADC”) programs and Interactive Voice Recognition (“IVR”) system. We launched three ADC Codes, #Chat, #Talk and #Male, for BMI on August 1, 2006 and added 3 more codes, #Fono, #Redhot and #Tango on February 20, 2007. These ADC programs enable wireless chat services by providing commercial billing, services platforms and content delivery. BMI develops and delivers voice-enabled services for social networking and entertainment in North America and provides the related telecommunications network and custom software. Pursuant to the BMI Agreement, we receive 40% of end user purchases plus $0.225 per transaction. Pricing for BMI products may not be less than $2.95 or more than $19.95 per transaction. The BMI Agreement had an initial term of six months which renews automatically for additional six month terms. Either party may terminate the BMI Agreement at the end of a renewal period by providing notice to the other party at least two months prior to the end of the renewal period. See “Customers.”

On December 18, 2005 we entered into a three year agreement (the “Motricity Agreement”) with Motricity, Inc. (“Motricity”), one of the largest U.S. mobile content and applications firms, pursuant to which we provide services and support to Motricity through our ADC programs and IVR system. Motricity operates a managed services solution that enables customer and content providers to deliver mobile content including ringtones, games, applications and graphics downloads. Pursuant to the Motricity Agreement, we subtract carrier costs from end user purchases and retain $0.175 per transaction.

By way of example, our ADC program and IVR system may be utilized by Motricity as follows:

Consumer sees TV commercial for #BET (paid for by Motricity)

To download ‘Grillz’ by Nelly as your ringtone call # BET, on your wireless phone”

Consumer dials # 2-3-8 send from mobile phone

Carrier routes ‘abbreviated number’ to STI

STI’s “IVR” (interactive voice recognition) system picks-up call and gathers information needed

Consumer selects and confirms content through IVR prompts

Confirms price and authorize charge to bill by pressing keys

Content is delivered to phone

Billing is completed on carriers bill

Motricity had previously been developing sales through advertising the #BET and #MTV programs. Since September 2007 Motricity has substantially reduced its advertising support of the programs which has resulted in reduced sales. The Motricity Agreement, which terminates on December 17, 2008, will not be renewed. See “Customers”.

Customers

BMI accounted for approximately 20% of our revenues for the year ended December 31, 2007 and 36% of revenues for the quarter ended March 31, 2008. The loss of BMI as a customer would have a material adverse effect on our operating results as we do not believe we could directly replace the revenues lost thereby since BMI is a direct customer selling content to end users. In the event we were to lose BMI as a customer we would need to generate revenue from our sources to replace the lost revenues.

Motricity, Inc. accounted for approximately 56% of our revenues for the year ended December 31, 2007 and 35% of our revenues for the quarter ended March 31, 2008. Our agreement with Motricity, Inc. expires December 17, 2008 and will not be renewed. We do not expect the loss of such agreement to have a material adverse effect on our operating results. Upon termination, we expect to establish direct relations for our ADC programs with BET and MTV, the users of the contract service. Along these lines, we are in the process of establishing other direct ADC revenue sharing relationships through the promotion of ADC programs as a venue for our customers to promote the sale of their own content to mobile users.

Research and Development

During the fiscal year ended December 31, 2007 and December 31, 2006 we spent $683,330 and $688,829, respectively, on research and development. We expect to spend approximately $880,000 on research and development during the current fiscal year. Our research and development activities relate primarily to general coding of software and product development. These activities consist of both new products and support or improvements to existing products. Certain of our research and development resources are dedicated to improving our ADC programs while others are dedicated to refining our new mobile couponing products.

We believe that we may need to increase our current level of dedicated research and development resources by adding both hardware and engineers. We anticipate that additional capital may be required for our research and development efforts in the next 12 months to keep up with our anticipated growth, based on our current commitments and planned product launches.

Markets & Competition

Marketing Strategy

Single Touch provides products that are easy to use. Our core products include flexible and scalable platforms for programs for both carriers and content providers. Single Touch programs reach consumers in ways that are intended to simplify things for the consumer. For example, while certain other companies sell ringtones by sending special codes to another code via text messages, Single Touch allows consumers to get ringtones by making a simple phone call to an ADC. We intend to continue our platform evolution by providing solutions in strategic directions that provide core solutions for our partners and consumers and are differentiated in the market place.

In general we provide competitive pricing based on the value our products bring to the market while ensuring our costs are covered. We attempt to match our revenue streams with our partners, making many of our programs revenue share based with nominal set-up fees.

Single Touch has minimized the cost of advertising while still enjoying strong sales pipelines. We employ several cost effective means of promoting our programs such as including our brand on existing programs such as “powered by Single Touch”. We participate in several industry groups including the Mobile Marketing Association (MMA). One of our most powerful channels is referrals from our wireless carrier partners. Our existing partners also provide word-of-mouth promotion and references for our programs.

Our programs are distributed via our Company owned sales channels. Presently, we are also bringing on two reseller partners. Our internal force addresses any direct inquiries from partner referrals, new opportunities with existing partners, referrals from Websites and other opportunities we uncover. Our resellers have thousands of sales representatives who will be adding our products and services to their portfolio and bringing them to their existing customers.

Competition

Presently, there are very few competitors in the Abbreviated Dial Code arena. Over the last 6 years, STI has worked on creating the ADC space in the U.S. and with its efforts has made it difficult for competitors to follow. Some natural barriers include the tight carrier relationships that STI has cultivated. STI is one of a few wireless companies that has direct billing binds across the carriers.

Direct

Billing

Data

Delivery

SMS

WAP

Voice

Mobile

Coupons

Other Apps

Single Touch

M-Qube/ VeriSign

Mobile365

Motricity

Zoove

Cellfire

Firethorn

Intellectual Property and Other Proprietary Rights

The following table lists our pending patent applications:

Country	Title	Application Serial No. (Publication No.)	Filing Date

USA	Wireless Configuration	10/682,312 (US-2005-0079863-A1)	10/8/2003
USA	Advertising on Mobile Devices	10/809,922 (US 2005-0215238 A1)	3/24/2004
Canada	Advertising on Mobile Devices	2508480	3/24/2005
World Intellectual Property Organization (WIPO)	Advertising on Mobile Devices	PCT/US2005/009885	3/24/2005
USA	Download Center	11/086,825	3/21/2005
USA	Wireless Mobile Application Transfer	11/086,894	3/21/2005
USA	Application Search	11/085,935	3/21/2005
USA	Content Selection and Delivery of Complementary Information	11/413,241	4/28/2006
WIPO	Rewards Program	PCT/US2008/050933	1/11/2008
USA	Mobile Machine	11/752,503	5/23/2007
WIPO	Mobile Machine	PCT/US2007/072414	6/28/2007
USA	Automatic Provisioning of Abbreviated Dialing Codes	12/034,518	2/20/2008
WIPO	Automatic Provisioning of Abbreviated Dialing Codes	PCT/US2008/054439	2/20/2008
USA	Pushing Coupon Values Using Abbreviated Dialing Codes	60/908,283	3/27/2007

Government Regulation

Single Touch provides value added and enabling platforms for carrier based distribution of various software and media content. Applicable regulations are primarily under the Federal Communications Commission (“FCC”) and related to the operations policies and procedures of the wireless communications carriers. The wireless carriers are primarily responsible for regulatory compliance. Given the growing and dynamic evolution of digital wireless products that can be offered to consumers over a wireless communication network, regulators could impose rules, requirements and standards of conduct on third party content and infrastructure providers like Single Touch. Management is not currently aware of any pending regulations that would materially impact our operations.

Employees

We currently have 18 full time and no part-time employees including 2 executive officers, 4 persons serving as programming and technical staff operators, 3 persons in sales and marketing, 3 persons in our research and development department, 1 in-house accountant, 1 in-house legal counsel and 4 persons in program and administrative management. We expect to increase our future employee levels on an as needed basis in connection with our expected growth. None of our employees is represented by a labor union and we consider our employee relations to be good.

Compliance with Environmental Laws

Single Touch does not use hazardous materials and does not produce any products or operate any facilities that incorporate or utilize any hazardous or other materials that would subject us to any specific environmental laws related to our business operations. Our operations consist exclusively of administrative activities and software and content development activities.

Available Information

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Reports filed with the SEC pursuant to the Exchange Act, including annual and quarterly reports, and other reports we file, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Investors may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Investors can request copies of these documents upon payment of a duplicating fee by writing to the SEC. The reports we file with the SEC are also available on the SEC’s website (http://www.sec.gov).

RISK FACTORS

An investment in shares of our Common Stock is highly speculative and involves a high degree of risk. Only those investors who can bear the risk of loss of their entire investment should participate. Prospective investors should carefully consider the following risk factors in evaluating an investment in the Company.

RISKS RELATED TO OUR COMPANY

We have a history of operating losses which may continue.

We have a history of losses and may continue to incur operating and net losses for the foreseeable future. We incurred net losses of $10,992,807 and $8,569,178 for the years ended December 31, 2007 and December 31, 2006, respectively. We incurred a net loss of $3,909,751 for the quarter ended March 31, 2008. As of March 31, 2008, our accumulated deficit was $82,845,506. We have not achieved profitability on a quarterly or annual basis. We may not be able to reach a level of revenue to achieve profitability. Our gross revenues for the year ended December 31, 2007 and the quarter ended March 31, 2008 were $5,391,243 and $942,146, respectively. If or revenues grow more slowly than anticipated or if operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress our stock price.

We operate in the evolving wireless market, which may make it difficult to evaluate our business.

The future revenue potential of our business in the emerging wireless market is uncertain. Any evaluation of our business and our prospects must be considered in light of the risks and uncertainties encountered by companies in such market. As a company operating in the evolving mobile industry, we face substantial risks, uncertainties, expenses and difficulties. To address these risks and uncertainties, we must do the following:

maintain our current, and develop new, wireless carrier relationships, in both the international and domestic markets;

maintain and expand our current, and develop new, relationships with third-party branded and non-branded content owners;

retain or improve our current revenue-sharing arrangements with carriers and third-party content owners;

continue to develop new high-quality products and services that achieve significant market acceptance;

continue to develop and upgrade our technology;

continue to enhance our information processing systems;

execute our business and marketing strategies successfully;

respond to competitive developments; and

attract, integrate, retain and motivate qualified personnel.

We may be unable to accomplish one or more of these objectives, which could cause our business to suffer. In addition, accomplishing many of these efforts might be very expensive, which could adversely impact our operating results and financial condition.

We currently rely on wireless carriers to market and distribute our products and services and to generate our revenues. The loss of or a change in any of these significant carrier relationships could cause us to lose access to their subscribers and thus materially reduce our revenues.

Our future success is highly dependent upon maintaining successful relationships with wireless carriers. A significant portion of our revenue is derived from a very limited number of carriers. We expect that we will continue to generate a substantial majority of our revenues through distribution relationships with a limited number of carriers for the foreseeable future. Our failure to maintain our relationships with these carriers would materially reduce our revenues and thus harm our business, operating results and financial condition.

Typically, carrier agreements have a term of one or two years with automatic renewal provisions upon expiration of the initial term, absent a contrary notice from either party. In addition, some carrier agreements provide that the carrier can terminate the agreement early and, in some instances, at any time without cause, which could give them the ability to renegotiate economic or other terms. The agreements generally do not obligate the carriers to market or distribute any of our products or services. In many of these agreements, we warrant that our products do not violate community standards, do not contain libelous content, do not contain material defects or viruses, and do not violate third-party intellectual property rights and we indemnify the carrier for any breach of a third party’s intellectual property.

Many other factors outside our control could impair our ability to generate revenues through a given carrier, including the following:

the carrier’s preference for our competitors’ products and services rather than ours;

the carrier’s decision to discontinue the sale of some or all of our products and services;

the carrier’s decision to offer similar products and services to its subscribers without charge or at reduced prices;

the carrier’s decision to restrict or alter subscription or other terms for downloading our products and services;

a failure of the carrier’s merchandising, provisioning or billing systems;

the carrier’s decision to offer its own competing products and services;

the carrier’s decision to transition to different platforms and revenue models; and

consolidation among carriers.

If any of our carriers decides not to market or distribute our products and services or decides to terminate, not renew or modify the terms of its agreement with us or if there is consolidation among carriers generally, we may be unable to replace the affected agreement with acceptable alternatives, causing us to lose access to that carrier’s subscribers and the revenues they afford us, which could materially harm our business, operating results and financial condition.

We may be unable to develop and introduce in a timely way new products or services.

The planned timing and introduction of new products and services are subject to risks and uncertainties. Unexpected technical, operational, deployment, distribution or other problems could delay or prevent the introduction of new products and services, which could result in a loss of, or delay in, revenues.

We will need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute current stockholders’ ownership interests.

We will need to raise additional capital in the future, which may not be available on reasonable terms or at all. The raising of additional capital may dilute our current stockholders’ ownership interests. Our present income from operations is insufficient to achieve our business plan. We will need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

pursuing growth opportunities, including more rapid expansion;

acquiring complementary businesses;

making capital improvements to improve our infrastructure;

hiring qualified management and key employees;

developing new services, programming or products;

responding to competitive pressures;

complying with regulatory requirements such as licensing and registration; and

maintaining compliance with applicable laws.

Any additional capital raised through the sale of equity or equity backed securities may dilute current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect.

Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and, further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

We may not be able to effectively manage our growth.

Our strategy envisions growing our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

meet our capital needs;

expand our systems effectively or efficiently or in a timely manner;

allocate our human resources optimally; or

identify and hire qualified employees or retain valued employees.

If we are unable to manage our growth and our operations our financial results could be adversely affected.

Losing key personnel could affect our ability to successfully grow our business.

Our future performance depends substantially on the continued service of our senior management and other key personnel. In particular, our success depends upon the continued efforts of our management personnel, including our President and Chief Executive Officer, Anthony Macaluso, and other members of the senior management team. If our senior management were to resign or no longer be able to serve as our employees, it could impair our revenue growth, business and future prospects.

Applicable rules, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to retain listing of our Common Stock.

We may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for our effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges and NASDAQ. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting roles as directors and executive officers.

Further, some of these recent changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our ability to obtain or retain listing of our shares of Common Stock on any stock exchange or NASDAQ (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

We must maintain effective internal controls to provide reliable financial reports and detect fraud. We will be assessing our internal controls to identify areas that need improvement. Failure to implement any required changes to our internal controls or any others that we identify as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our stock.

RISKS RELATED TO OUR INDUSTRY

If wireless subscribers do not continue to use their mobile handsets to access mobile content and other applications, our business growth and future revenues may be adversely affected.

We operate in a developing industry. Our success depends on growth in the number of wireless subscribers who use their handsets to access data services and, in particular, applications of the type we develop and distribute. New or different mobile applications developed by our current or future competitors may be preferred by subscribers to our offerings. In addition, other mobile platforms may become widespread, and end users may choose to switch to these platforms. If the market for our products and services does not continue to grow or we are unable to acquire new end users, our business growth and future revenues could be adversely affected. If end users switch their spending away from the kinds of offerings that we publish, or switch to platforms or distribution where we do not have comparative strengths, our revenues would likely decline and our business, operating results and financial condition would suffer.

System or network failures could reduce our sales, increase costs or result in a loss of end users of our products and services.

Mobile content delivery relies on wireless carrier networks to deliver products and services to end users. In certain circumstances, mobile content distributors may also rely on their own servers to deliver products on demand to end users through their carriers’ networks. In addition, certain products require access over the mobile internet to our servers in order to enable certain features. Any failure of, or technical problem with, carriers’, third parties’ or billing systems, delivery or information systems, or communications networks could result in the inability of end users to download our products, prevent the completion of a billing transaction, or interfere with access to some aspects of our products. If any of these systems fails or if there is an interruption in the supply of power, an earthquake, fire, flood or other natural disaster, or an act of war or terrorism, end users might be unable to access our offerings. For example, from time to time, our carriers have experienced failures with their billing and delivery systems and communication networks, including gateway failures that reduced the provisioning capacity of their branded e-commerce system. Any failure of, or technical problem with, the carriers’, other third parties’ or our systems could cause us to lose end users or revenues or incur substantial repair costs and distract management from operating our business. This, in turn, could harm our business, operating results and financial condition.

Our business depends on the growth and maintenance of wireless communications infrastructure.

Our success will depend on the continued growth and maintenance of wireless communications infrastructure in the United States and internationally. This includes deployment and maintenance of reliable next-generation digital networks with the speed, data capacity and security necessary to provide reliable wireless communications services. Wireless communications infrastructure may be unable to support the demands placed on it if the number of subscribers continues to increase, or if existing or future subscribers increase their bandwidth requirements. Wireless communications have experienced a variety of outages and other delays as a result of infrastructure and equipment failures, and could face outages and delays in the future. These outages and delays could reduce the level of wireless communications usage as well as our ability to distribute our products and services successfully. In addition, changes by a wireless carrier to network infrastructure may interfere with downloads and may cause end users to lose functionality. This could harm our business, operating results and financial condition.

Actual or perceived security vulnerabilities in mobile handsets or wireless networks could adversely affect our revenues.

Maintaining the security of mobile handsets and wireless networks is critical for our business. There are individuals and groups who develop and deploy viruses, worms and other illicit code or malicious software programs that may attack wireless networks and handsets. Security experts have identified computer “worm” programs that target handsets running on certain operating systems. Although these worms have not been widely released and do not present an immediate risk to our business, we believe future threats could lead some end users to seek to reduce or delay future purchases of our products or reduce or delay the use of their handsets. Wireless carriers and handset manufacturers may also increase their expenditures on protecting their wireless networks and mobile phone products from attack, which could delay adoption of new handset models. Any of these activities could adversely affect our revenues and this could harm our business, operating results and financial condition.

Changes in government regulation of the media and wireless communications industries may adversely affect our business.

It is possible that a number of laws and regulations may be adopted in the United States and elsewhere that could restrict the media and wireless communications industries, including laws and regulations regarding customer privacy, taxation, content suitability, copyright, distribution and antitrust. Furthermore, the growth and development of the market for electronic commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business through wireless carriers. We anticipate that regulation of our industry will increase and that we will be required to devote legal and other resources to address this regulation. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding the media and wireless communications industries may lessen the growth of wireless communications services and may materially reduce our ability to increase or maintain sales of our products and services.

Our inability to adequately protect our proprietary technology could adversely affect our business.

Our proprietary technology is one of the keys to our performance and ability to remain competitive. We rely on a combination of patent, trademark, copyright and trade secret laws to establish and protect our proprietary rights. We also use technical measures, confidentiality agreements and non-compete agreements to protect our proprietary rights.

We rely on copyright laws to protect our proprietary software and trade secret laws to protect the source code for our proprietary software. We generally enter into agreements with our employees and consultants and limit access to and distribution of our software, documentation and other proprietary information. The steps we take to protect our proprietary information may not prevent misappropriation of our technology, and the agreements we enter into for that purpose might not be enforceable. A third party might obtain and use our software or other proprietary information without authorization or develop similar software independently. It is difficult for us to police the unauthorized use of our technology, particularly because the global nature of the Internet makes it difficult to control the ultimate destination or security of software or other transmitted data. The laws of other countries may not provide us with adequate or effective protection of our intellectual property.

We may experience unexpected expenses or delays in service enhancements if we are unable to license third-party technology on commercially reasonable terms.

We rely on technology that we license from third parties. These third-party technology licenses might not continue to be available to us on commercially reasonable terms or at all. If we are unable to obtain or maintain these licenses on favorable terms, or at all, we could experience delays in completing and developing our products and services.

RISKS RELATED TO OUR COMMON STOCK

You may have difficulty trading and obtaining quotations for our Common Stock.

Our Common Stock is currently quoted on the NASD’s OTC Bulletin Board under the symbol “SITO.OB” and is not actively traded. As a result, a stockholder may find it difficult to dispose of, or to obtain accurate quotations of the price of, the Common Stock. This severely limits the liquidity of the Common Stock, and would likely have a material adverse effect on the market price of the Common Stock and on our ability to raise additional capital.

Applicable SEC rules governing the trading of “penny stocks” limits the trading and liquidity of the Common Stock which may affect the trading price of the Common Stock.

Our Common Stock is currently quoted on the NASD’s OTC Bulletin Board, and trades below $5.00 per share; therefore, the Common Stock is considered a “penny stock” and subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations have the effect of limiting the trading activity of the Common Stock and reducing the liquidity of an investment in our Common Stock.

The price of our Common Stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock is likely to be highly volatile and could fluctuate in response to factors such as:

actual or anticipated variations in our operating results;

announcements of technological innovations by us or our competitors;

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

adoption of new accounting standards affecting our industry;

additions or departures of key personnel;

introduction of new services by us or our competitors;

sales of our Common Stock or other securities in the open market; and

other events or factors, many of which are beyond our control.

The stock market has experienced significant price and volume fluctuations, and the market prices of stock in technology companies have been highly volatile. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against the company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and resources, which could harm our business and financial condition.

We do not anticipate dividends to be paid on our Common Stock, and stockholders may lose the entire amount of their investment.

A dividend has never been declared or paid in cash on our Common Stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

Securities analysts may not initiate coverage or continue to cover our Common Stock and this may have a negative impact on its market price.

The trading market for our Common Stock will depend on the research and reports that securities analysts publish about us and our business. We do not have any control over these analysts. There is no guarantee that securities analysts will cover our Common Stock. If securities analysts do not cover our Common Stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts, and our stock is downgraded, our stock price would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock and our preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 205,000,000 shares of capital stock consisting of 200,000,000 shares of Common Stock and 5,000,000 shares of preferred stock with preferences and rights to be determined by our Board of Directors. As of the closing of the Merger, there were 52,486,065 shares of Common Stock outstanding and 53,307,433 shares of Common Stock issuable upon exercise or conversion of outstanding warrants and convertible notes. We may also issue additional shares of our Common Stock or other securities that are convertible into or exercisable for Common Stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of our Common Stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our Common Stock are currently quoted on the OTC Bulletin Board.

Our Common Stock is controlled by insiders.

Officers, directors and three other shareholders of the Company beneficially own approximately 85% of our outstanding Common Stock, on a fully diluted basis. Such concentrated control of the Company may adversely affect the price of our Common Stock. Our principal security holders may be able to control matters requiring approval by our security holders, including the election of directors. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our Common Stock in the event we merge with a third party or enter into different transactions which require stockholder approval. Accordingly, these controlling shareholders may have the power to control the election of all of our directors and the approval of actions for which the approval of our stockholders is required. If you acquire Common Stock, you may have no effective voice in the management of the Company.

Even though we are not a California corporation, our common stock could still be subject to a number of key provisions of the California General Corporation Law.

Under Section 2115 of the California General Corporation Law (the “CGCL”), corporations not organized under California law may still be subject to a number of key provisions of the CGCL. This determination is based on whether the corporation has significant business contacts with California and if more than 50% of its voting securities are held of record by persons having addresses in California. In the immediate future, we will continue the business and operations of Single Touch and a majority of the business operations, revenue and payroll will be conducted in, derived from, and paid to residents of California. Therefore, depending on the Company’s ownership, we could be subject to certain provisions of the CGCL. Among the more important provisions are those relating to the election and removal of directors, cumulative voting, standards of liability and indemnification of directors, distributions, dividends and repurchases of shares, shareholder meetings, approval of certain corporate transactions, dissenters' and appraisal rights, and inspection of corporate records.

2. MANAGEMENT’S DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis should be read in conjunction with Single Touch's financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Current Report on Form 8-K. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K.

As the result of the Merger and the change in the business and operations, a discussion of the past financial results of Hosting is not pertinent and the financial results of Single Touch, the accounting acquirer, are considered the financial results of the Company on a going-forward basis.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with our Board of Directors, we have identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

The first critical accounting policy relates to revenue recognition. Income from our research is recognized at the time services are rendered and billed.

The second critical accounting policy relates to research and development expense. Costs incurred in the development of our products are expensed as incurred.

The third critical accounting policy relates to the valuation of non-monetary consideration issued for services rendered. We value all services rendered in exchange for our common stock at the quoted price of the shares issued at date of issuance or at the fair value of the services rendered, whichever is more readily determinable. All other services provided in exchange for other non-monetary consideration is valued at either the fair value of the services received or the fair value of the consideration relinquished, whichever is more readily determinable.

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services ” and EITF 00-18, Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance to EITF 00-18, an asset acquired in exchange for the issuance of fully vested, nonforfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, we record the fair value of nonforfeitable common stock issued for future consulting services as prepaid services in our consolidated balance sheet.

The fourth critical accounting policy is our accounting for conventional convertible debt. When the convertible feature of the conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF”). We record a BCF as a debt discount pursuant to EITF Issue No. 98-5 (EITF 98-05”), Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio,” and EITF Issue No. 00-27, Application of EITF Issue No. 98-5 to Certain Convertible Instrument(s) .” In those circumstances, the convertible debt will be recorded net of the discount related to the BCF. We amortize the discount to interest expense over the life of the debt using the effective interest method.

Our fifth critical accounting policy relates to our accounting of software development costs. We account for our software development costs in accordance with Statement of Financial Accounting Standard No. 86, “Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed.” Under SFAS No. 86, we expense software development costs as incurred until we determine that the software is technologically feasible. Once we determine that the software is technologically feasible, We amortize the costs capitalized over its expected useful life of the software, which is generally two years.

Plan of Operation

Our focus of operations for the next 12-month period will be to develop our business segments focusing on growing operations in each product category including ringtones, mobile applications and mobile couponing to generate revenues. We intend to use profits from operations to maintain and grow each product category. We will continue our efforts to raise additional capital to maintain existing and generate expanded operations.

Financial Condition and Results of Operations

Comparison of the Years Ended December 31, 2007 and December 31, 2006

During the fiscal year ending December 31, 2007 we had revenues of $5,391,243 and experienced a net operating loss of $9,296,105. General and administrative expenses of $9,702,983 and royalty/application costs totaling $ 4,301,035 were the most significant components of the net operating loss.

During the fiscal year ending December 31, 2006 we had revenues of $2,821,407 and experienced a net operating loss of $8,022,746. General and administrative expenses of $8,410,218 and royalty/application costs totaling $ 1,745,111 were the most significant components of the net operating loss.

Although revenue increased significantly, the difference in net operating loss for the fiscal years ending December 31, 2007 and 2006 remained consistent with an increase in stock based compensation for the comparative periods.

Expenses

For the twelve months ended December 31, 2007, our General and administrative expenses were the largest component of our expenses and included $5,234,400 in stock based compensation, and were consistent compared to the twelve months ended December 31, 2006 where general and administrative expenses decreases were primarily contributed to as a result of a reduction in stock-based compensation. In 2006, expenses for royalties/application were 62% of revenue and in 2007, expenses for royalties/application were 80% of revenue.

Revenues

Revenues for the year ending December 31, 2007 increased by more than 90% to $5,391,243 but were offset by increased royalty/application costs. Software development costs remained constant despite the increased revenue levels.

Net Loss

We incurred a net loss of $10,992,807 for the year ended December 31, 2007, compared to a net loss of $8,569,178 for the year ended December 31, 2006. At December 31, 2007, we had total assets of $1,305,903 and total liabilities of $9,612,082; comparably, at December 31, 2006, we had total assets of $3,779,232 and total liabilities of $7,424,196.

Comparison of the Quarters Ended March 31, 2008 and March 31, 2007

During the three month period ending March 31, 2008 we had revenues of $942,146 and experienced a net operating loss of $2,297,957. General and administrative expenses of $2,215,478 and royalty/application costs totaling $ 756,010 were the most significant components of the loss from operations.

During the three month period ending March 31, 2007 we had revenues of $1,439,826 and experienced a net operating loss of $805,928. General and administrative expenses of $951,343 and royalty/application costs totaling $ 1,133,615 were the most significant components of the loss from operations.

Although revenue decreased significantly the difference in net operating loss for the three month period ending March 31, 2008 and 2007 remained consistent with an increase in stock based compensation for the comparative period.

Expenses

For the three months ended March 31, 2008, our General and administrative expenses were the largest component of our expenses and included $1,925,000 in stock based compensation, and were consistent compared to the three months ended March 31, 2007 where general and administrative expenses decreases were primarily as a result of a reduction in stock-based compensation. During the three month period ended March 31, 2007, expenses for royalties/application were 79% of revenue and in the same period of 2008, expenses for royalties/application were consistent at 80% of revenue.

Revenue

Revenues for the three month period ending March 31, 2008 decreased by more than 34% to $942,146. Royalty/application costs remained at a consistent ratio. Software development costs increased substantially despite the decrease in revenue levels. The revenue decrease in the three month period ended March 31, 2008 from the 2007 comparable period of approximately 28% was largely a result of declines in the #BET program resulting from decreased advertising by Motricity who had previously been driving sales through that program. This is expected to be resolved due to the termination of the Motricity agreement by its terms and Single Touch establishing direct relationships with the #BET client. Similar direct ADC revenue sharing agreements are being established and motivate our client companies to promote the ADC programs as a venue to promote the sale of their own content to mobile users.

Revenue increase from 2006 FY to 2007 FY of nearly 90% was primarily due to ADC programs like #BET developing.

Net Loss

We incurred a net loss of $3,384,751 for the three month period ended March 31, 2008, compared to a net loss of $1,236,651 for the three month period ended March 31, 2007. At March 31, 2008, we had total assets of $2,654,186 and total liabilities of $7,240,224.

Liquidity and Capital Resources

During the fiscal year ending December 31, 2007 we received $2,864,235 in net cash provided by financing activities primarily from proceeds from borrowings from our Founder/CEO, Anthony Macaluso. Net cash used in operating activities totaled $2,904,845. Cash used in investing activities was 696,627. The resultant overall net decrease in cash for the period was 737,237; where the beginning balance for the period was $785,401, the cash balance at the end of the period was $48,164.

During the fiscal year ending December 31, 2006 we received $1,721,524 in net cash provided by financing activities primarily from proceeds from sale of common stock. Net cash used in operating activities totaled $1,524,038. Cash used in investing activities was $687,456. The resultant overall net decrease in cash for the period was $489,971 where the beginning balance for the period was $1,275,372, the resultant cash balance at the end of the period was $785,401.

During the three month period ending March 31, 2008 we received $2,395,000 in net cash provided by financing activities comprising of proceeds from borrowings from our Founder/CEO, Anthony Macaluso and additional borrowings from unrelated parties of $1,900,000. Net cash used in operating activities totaled $764,248. Cash used in investing activities was 205,739. The resultant overall net increase in cash for the period was $1,425,013; where the beginning balance for the period was $48,164, the cash balance at the end of the period was $1,473,177.

During the three month period ending March 31, 2007 we received $35,000 in net cash provided by financing activities from borrowings from our Founder/CEO, Anthony Macaluso. Net cash used in operating activities totaled $416,507. Cash used in investing activities was $177,567. The resultant overall net decrease in cash for the period was $559,074; where the beginning balance for the period was $785,401, the resultant cash balance at the end of the period was $226,327.

The majority of our operations have been funded to date through loans from our Founder/CEO Anthony Macaluso and from the issuance of our shares of common stock. We have not generated sufficient revenue to pay for our operations. We expect to experience cash flow difficulties for an indefinite period. Although no assurances can be given, we believe that our cash flow deficit will improve as revenues and sales increase. In addition, although no assurances can be given, we believe that we may be able to secure additional equity and/or debt financing.

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we can generate substantial additional revenues and/or improve profit margins on those overall revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.

Our near term cash requirements are anticipated to be offset through the receipt of funds from private placement offerings and loans obtained through private sources. Since inception, we have financed cash flow requirements through debt financing and issuance of common stock for cash and services. As we expand operational activities, we may continue to experience net negative cash flows from operations and will be required to obtain additional financing to fund operations through common stock offerings and bank borrowings to the extent necessary to provide working capital.

Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations and planned expansion. Consequently, we will be required to seek additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our Stockholders.

We anticipate incurring operating losses over the next twelve months. Our operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Based upon current operating levels, we may require additional capital or significant reconfiguration of our operations to sustain our operations for the foreseeable future. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. We have limited capital with which to pursue our business plan. There can be no assurance that our future operations will be significant and profitable, or that we will have sufficient resources to meet our objectives. We are partially dependent upon our officers and other insiders to provide working capital. However, there can be no assurance that these loans and capital advances will continue in the future. We intend to generate sufficient revenues from our line of wireless products and services to fund our business plan. There can be no assurance that we will be successful in raising additional funds.

Quantitative and Qualitative Disclosures about Market Risk

We do not use derivative financial instruments in our investment portfolio and has no foreign exchange contracts. Our financial instruments consist of cash, trade accounts receivable, accounts payable, and long-term obligations. Our exposure to market risk for changes in interest rates relates primarily to our debt. Accordingly, fluctuations in interest rates would not have a material impact on the fair value of these securities.

At March 31, 2008, we had $1,473,177 in cash. A hypothetical 10% increase or decrease in interest rates would not have a material impact on our earnings or losses, or the fair market value or cash flow from cash.

Off-Balance Sheet Arrangements

For the three months ended March 31, 2008 and the fiscal years ended December 31, 2007 and December 31, 2006, we did not have any off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B, promulgated by the SEC.

3. DESCRIPTION OF PROPERTY

Our executive offices are located at 2235 Encinitas Blvd., Suite 210, Encinitas, CA 92024. These offices were leased beginning August 1, 2007 for a term of 36 months at a rate of $8,700 per month. The facilities comprise approximately 5000 square feet consisting entirely of administrative and software development office space.

4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the Closing Date, after the successful consummation of the Merger, by:

each person who, to our knowledge, beneficially owns more than 5% of the outstanding shares of the Common Stock;

each of our directors and executive officers; and

all of our executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Single Touch Systems Inc., 2235 Encinitas Blvd, Suite 210, Encinitas, CA 92024. Shares of Common Stock subject to options, warrants, or convertible notes currently exercisable or convertible or exercisable or convertible within 60 days of the Closing Date of the Merger are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible notes but are not deemed outstanding for computing the percentage of any other person.

	Shares Beneficially Owned
Name and Address of Beneficial Owner	Number of Shares Beneficially Owned			Percentage of Common Stock Outstanding ⁽¹⁾

Officers and Directors

Anthony Macaluso		58,321,988	⁽²⁾		61.7	%
Larry Dunn		1,497,500	⁽³⁾		2.8	%
Richard Siber		100,000			*
James Cassina		4,586,086	⁽⁴⁾		8.4	%

5% Owners

Medial Provider Financial Corporation IV ⁽⁵⁾		12,700,000			24.2	%
Dan Ayala ⁽⁶⁾		3,732,309			7.1	%
Robert Klinek ⁽⁷⁾		3,474,899	^(7A)		6.6	%

Officers and Directors as a Group		64,505,574			65.9	%

*Less than 1%.

(1)

Based on 52,486,065 shares of Common Stock Issued and outstanding on the Closing Date.

(2)

Includes 5,000,000 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the Closing Date and 36,931,433 shares of Common Stock issuable upon conversion of convertible notes convertible within 60 days of the Closing Date.

(3)

Consists of 1,497,500 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the Closing Date.

(4)

Includes 1,840,000 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the Closing Date. 1,591,304 of the shares beneficially owned by James Cassina including 800,000 shares underlying warrants exercisable within 60 days of the Closing Date are owned by Core Energy Enterprises, Inc., a corporation in which Mr. Cassina is the controlling shareholder. 391,304 of the shares beneficially owned by Mr. Cassina are owned by Spring Capital Corp., a corporation in which Mr. Cassina is the controlling shareholder.

(5)

The address for Medial Provider Financial Corporation IV is 2100 South State College Boulevard, Anaheim, CA 92806.

(6)

The address for Dan Ayala is 2221 Plaza Del Robles, Las Vegas, NV 89102.

(7)

The address for Robert Klinek is P.O. Box 159, Rancho Santa Fe, CA 92067.

(7A)

Includes 1,400,000 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the Closing Date.

5. DIRECTORS AND EXECUTIVE OFFICERS

The following persons are the executive officers, directors, and key employees of the Company following the Merger and hold the offices set forth opposite their names.

Name	Age	Position

Anthony Macaluso	46	Chairman, President, Treasurer and Chief Executive and Financial Officer
Richard Siber	47	Director
Laurence Dunn	47	Director
James Cassina	51	Director
Tom Hovasse	41	Secretary, Executive Vice President
James Darcy	39	Senior Vice President

Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers serve for such terms as determined by our board of directors. Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal. No family relationships exist between any of our present directors and officers.

The following is a brief account of the business experience during the past five years or more of each of our directors and executive officers.

Anthony Macaluso became our President, Chief Executive Officer, Chairman, and principal shareholder upon the Closing of the Merger. He founded Single Touch Interactive in 2002 and since that time has had primary responsibilities for developing our products and managing our operations.

Richard Siber became a director of ours upon the closing of the Merger. He has approximately 21 years of experience in the wireless industry. Mr. Siber founded SiberConsulting LLC in July 2004 and presently serves as its Chief Executive Officer. SiberConsulting provides technical and marketing services to the wireless industry. From 1994 through June 30, 2008 Mr. Siber was a partner in the Communications & High Tech practice at Accenture, Ltd. where he helped manage Accenture's worldwide wireless communications activities. Mr. Siber was involved in all aspects of Accenture’s mobile and wireless practice. Throughout his career, Mr. Siber has provided a broad range of marketing, strategic and industry oriented consulting services to mobile operators, equipment vendors and content providers worldwide in the wireless industry. While at Accenture, Mr. Siber worked on Accenture's Service Delivery Platform (SDP). He is also presently involved in a number of government and homeland security initiatives utilizing a variety of wireless technologies. His experience has included all wireless industry licensed and unlicensed technologies including Cellular, PCS, LMR, Paging, Narrowband and Broadband Mobile Data, WiFi, Wireless PBX, Wireless Local Loop, and Satellite. Mr. Siber is a frequent industry speaker and has chaired, moderated or spoken at more than 250 wireless conferences and forums worldwide. Mr. Siber has also led a number of CEO workshops for the wireless industry in conjunction with the Cellular Telephone Industry Association. Mr. Siber has a Bachelor of Arts Degree from Boston University (1983) and a Masters of Business Administration from Boston College (1990). He also holds a certificate of special studies from Harvard Extension School. Mr. Siber sits on the Board of Digit Wireless and InCode, as well as a number of Technology Advisory Boards and is involved with several charitable organizations.

Tom Hovasse became our Secretary and Executive Vice President following the closing of the Merger. Mr. Hovasse is primarily responsible for managing the Single Touch office in San Diego. Mr. Hovasse has been with Single Touch since 2002. From July 1995 to March 2000 and from July 1990 to March 1994, Mr. Hovasse worked at the Toyota Motor Corporation in Japan where he was a member of the International Marketing Department and editor of a worldwide monthly publication. Mr. Hovasse received a BS degree in Marketing at The Pennsylvania State University in 1989.

James Cassina has served as a Director since February 29, 2008 and also served as our Secretary from February 29, 2008 until July 24th, 2008. Mr. Cassina is a self employed business consultant experienced in many aspects of the business and development of public companies including growth and expansion, mergers and acquisitions, and corporate financing. As Chairman of Assure Energy Inc. (Assure) (OTCBB: ASUR), a Canadian oil and gas company, Mr. Cassina led Assure’s merger in September 2005 with Geocan Energy Inc. (TSX: GCA), a Canadian based oil and gas company. Mr. Cassina continues to serve as a Director of Geocan Energy Inc. Mr. Cassina served in various senior capacities, including President, CEO, Director from 1999 to 2002 and then Chairman until March 2007 of EnerNorth Industries Inc. (AMEX: ENY), an international oil and gas, engineering and offshore fabrication, and in India, power development company. From 1999 until 2001, Mr. Cassina served as a Director of Konaseema Gas Power Limited, an Indian corporation which developed a 450 MW power plant in the state of Andhra Pradesh. From June 8, 2005 until February 5, 2008 Mr. Cassina served as President of OSE Corp., a Canadian based oil and gas company (TSX-V: OSE) and he has been a Director of OSE Corp. since June 8, 2005. From October 12, 2000 to the present Mr. Cassina has served as the President, a Director and principal shareholder of Bonanza Blue Corp. a public business development company. Mr. Cassina holds a controlling interest in a number of private investment, holding and development companies including, Core Energy Enterprises Inc.

Laurence Dunn became a director of ours upon the closing of the Merger. Mr. Dunn has spent the last 15 years managing traditional equity long/short hedge funds and structuring funding strategies for private companies. He founded The John Galt Fund, LP, a traditional long/short hedge fund in 1996 which he managed until 2002 at which point he moved into activist investing and became managing director of Pacific Coast Investment Partners, LP, a hedge fund specializing in Activist investing. Prior to running The John Galt Fund, Mr. Dunn served as Director of Research for Barrington Capital, a hedge fund. Mr. Dunn also spent four years as Vice President, Director of Research for Knowledge Exchange, a financial consulting firm, where his primary responsibility was to provide in-depth financial analysis of companies, industries and financial markets. Mr. Dunn was also previously employed as the Research Director for California Business Magazine. There he wrote a monthly investment column analyzing and recommending stocks for long-term investment. Mr. Dunn received a business undergraduate degree from the University of Wisconsin-Madison in 1982, an MBA from California State University in 1988 and his Chartered Financial Analyst (CFA) designation in 1991.

James Darcey became our Senior Vice President of Carrier Relations following the closing of the Merger. Mr. Darcey is primarily responsible for business development. Mr. Darcy has been with Single Touch since November 2003. From August 1994 to October 2003, Mr. Darcey was responsible for data content relationships for ALLTEL Communications. Mr. Darcey graduated from the University of Arkansas at Little Rock with a bachelor's degree in finance in 1991. He also received a master's degree in business administration from the University of Arkansas at Fayetteville in 1994. Mr. Darcey has served on the Cellular Telephone Industry Association Wireless Internet Caucus and on the University of Arkansas at Little Rock 's Alumni Business Board of Directors.

Board of Directors and Corporate Governance

Our Board of Directors consists of four members. As of the Closing Date, Anthony Macaluso, Richard Siber, Larry Dunn, and James Cassina serve on our Board of Directors. Our directors hold office until the earlier of their death, resignation or removal or until their successors have been qualified. None of our directors receive any remuneration for acting as such. Directors may however be reimbursed their expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees. No such committees have been appointed to date. Accordingly, we do not have an audit committee or an audit committee financial expert. We are presently not required to have an audit committee financial expert but intend to retain one in conjunction with the growth of our business. Similarly we do not have a nominating committee or a committee performing similar functions. Presently, our entire board serves the functions of an audit committee and a nominating committee. We have not implemented procedures by which our security holders may recommend board nominees to us but expect to do so in the future.

Board Committees

Our Board intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by Sarbanes-Oxley and any national securities exchanges on which our shares are quoted and traded. Therefore, we intend that a majority of our directors will eventually be independent directors and at least one director will qualify as an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-B, as promulgated by the SEC. Additionally, the Board is expected to appoint an audit committee, nominating committee and compensation committee, and to adopt charters relative to each such committee. Until further determination by the Board, the full Board will undertake the duties of the audit committee, compensation committee and nominating committee. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.

Code of Ethics

On December 1, 2004 we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Ethics will be provided to any person requesting same without charge. To request a copy of our Code of Ethics please make written request to our President c/o Single Touch Systems Inc. at 2235 Encinitas Blvd., Suite 210, Encinitas, CA 92024.

6. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2007 to:

all individuals that served as our chief executive officer, chief financial officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2007 and

all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2007 that received annual compensation during the fiscal year ended December 31, 2007 in excess of $100,000.

Summary Compensation Table

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)

Anthony Macaluso		2007		275,000		0		2,100,000	⁽¹⁾		0		0		0		0		2,375,000
Chief Executive and
Financial Officer		2006		275,000		0		6,300,000	⁽¹⁾		0		0		0		0		6,575,000

James S. Darcy ⁽²⁾		2007		176,093		0		0			0		0		0		0		176,093
Senior Vice President - Carrier Relations		2006		176,655		0		0			0		0		0		0		176,655

Thomas W. Hovasse ⁽³⁾		2007		133,020		0		0			0		0		0		0		133,020
Executive Vice President		2006		117,979		0		0			0		0		0		0		117,979

(1)

During 2007, the Company accrued stock based compensation to Mr. Macaluso of $2,100,000. The compensation was valued based upon the estimated fair value of the 3,000,000 shares of the Company’s common stock. The shares were issued in 2008. During 2006, the Company issued 9,000,000 shares of its common stock to Mr. Macaluso. The shares were valued at $6,300,000.

(2)

Mr. Darcy is currently employed at will and receives an annual salary of $180,000. Mr. Darcy received a bonus of common stock in March of 2008 of 225,000 shares valued at $315,000.

(3)

Mr. Hovasse is currently employed at will and receives an annual salary of $162,000. Mr. Hovasse received a bonus of common stock in March of 2008 of 150,000 shares valued at $210,000.

Except as set forth in this Report, we have not issued any stock options or maintained any stock option or other incentive plans since our inception. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans. Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

Employment Agreements

None of our employees have written employment agreements other than our President, Anthony Macaluso. On July 15, 2008 we entered into an employment agreement with Mr. Macaluso which runs through December 31, 2008, and provides for an annual base salary of $275,000 and a stock award of 1,500,000 shares payable as of the date of the agreement. The agreement is renewable upon the mutual written consent of the parties. If we terminate the agreement prior to the end of the term, without cause, we are obligated to pay Mr. Macaluso the salary due to him through the end of the term of the employment agreement.

All of our other employees are employees at will and can be terminated upon notice. We pay employees for national holidays and vacation time of one week per year. We provide Medical benefits for the employee only and do not currently provide any other benefit or retirement programs. Employees may receive bonuses from time to time in the form of cash or equity at the sole discretion of the board of directors. We expect to enter into formal employment agreement with our other executive officers and key employees in the near future.

We have several employees with compensation rates in excess of $100,000 per year that are not officers or key employees as they could be replaced without significantly impacting our operations. These employees consist primarily of technical staff.

Compensation of Directors

There are currently no compensation arrangements in place for members of the Board of Directors. We expect to establish these arrangements as new members are appointed to the Board of Directors.

2008 Stock Plan

On April 22, 2008 Hosting’s Board and the holders of a majority of Hosting’s then outstanding shares approved and adopted the 2008 Stock Plan (the “2008 Plan”). A copy of the 2008 Plan is attached as Exhibit 10.11 to this Current Report on Form 8-K and is incorporated herein by reference. The purpose of the 2008 Plan is to advance our interests by inducing eligible individuals of outstanding ability and potential to join and remain with or provide consulting or advisory services to us or our affiliates by encouraging and enabling eligible employees, outside directors, consultants and advisors to acquire proprietary interests in our Company and by providing such eligible participants with an additional incentive to work towards our success.

Subject to Section 13 of the Plan, an aggregate of eight million eight hundred thousand (8,800,000) shares of our Common Stock is reserved for issuance under the 2008 Plan, which may be authorized but un-issued shares, or shares held in our treasury, or shares purchased from stockholders expressly for use under the 2008 Plan. In addition, shares allocable to awards granted under the 2008 Plan that expire, are forfeited, are cancelled without the delivery of the shares, or otherwise terminate unexercised, may again be available for awards under the Plan.

The number of shares subject to the 2008 Plan, the number of shares subject to any numerical limit in the 2008 Plan, and the number of shares and terms of any award, may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction.

Administration

Our board of directors presently administers the 2008 Plan. At some future time we may designate a compensation committee to administer the 2008 Plan. Subject to the terms of the 2008 Plan, the board or the compensation committee thereof, as the case may be, has complete authority and discretion to determine the terms of awards under the 2008 Plan.

Grants

The 2008 Plan authorizes the grant to 2008 Plan participants of non-qualified stock options, incentive stock options, restricted stock awards, and stock appreciation rights, as described below:

Options granted under the 2008 Plan entitle the grantee, upon exercise, to purchase a specified number of shares from us at a specified exercise price per share. The exercise price for shares of Common Stock covered by an option cannot be less than the fair market value of the Common Stock on the date of grant. Except as provided in Section 13 of the 2008 Plan, (i) the exercise price of an option may not be decreased after the date of grant and (ii) a participant may not surrender an option in consideration for the grant of a new option with a lower exercise price or another award. No option shall be exercisable more than 10 years after the date of grant. If an incentive stock option is granted to an employee who owns, at the date of grant, more than 10 percent of the total combined voting power of all classes of stock of ours or an affiliate, then (i) the option price of the shares subject to the incentive stock option shall be at least 110% of the fair market value of our common stock at the date of grant and (ii) such incentive stock option shall not be exercisable after the expiration of 5 years from the date of grant.

The administrator of the 2008 Plan may make grants of restricted stock to a participant and shall establish as to each award of restricted stock the terms and conditions to which the restricted stock is subject, including the period of time before which all restrictions shall lapse and the participant shall have full ownership of the common stock. The administrator of the 2008 Plan in its discretion may award restricted stock without cash consideration. Restricted stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions have lapsed or been removed.

Concurrently with the award of any Option to purchase one or more shares of Common Stock, the administrator of the 2008 Plan may, in its sole discretion, award to the optionee with respect to each share of Common Stock covered by an option a related stock appreciation right, which permits the optionee to be paid the appreciation on the related option in lieu of exercising the option. The administrator of the 2008 Plan shall establish as to each award of stock appreciation rights the terms and conditions to which the stock appreciation rights are subject; provided, however, that the following terms and conditions shall apply to all stock appreciation rights:

(i)

A stock appreciation right granted with respect to an incentive stock option must be granted together with the related option. A stock appreciation right granted with respect to a nonqualified stock option may be granted together with the grant of the related option;

(ii)

A stock appreciation right shall entitle the participant, upon exercise of the stock appreciation right, to receive in exchange an amount equal to the excess of (a) the fair market value on the date of exercise of common stock covered by the surrendered stock appreciation right over (b) the fair market value of the common stock on the date of grant of the stock appreciation right. The administrator of the 2008 Plan may limit the amount that the participant will be entitled to receive upon exercise of a stock appreciation right;

(iii)

A stock appreciation right may be exercised only if and to the extent the underlying option is exercisable, and a stock appreciation right may not be exercisable in any event more than 10 years after the date of grant;

(iv)

A stock appreciation right may only be exercised at a time when the fair market value of company stock covered by the stock appreciation right exceeds the fair market value of common stock on the date of grant of the stock appreciation right. The stock appreciation right may provide for payment in common stock or cash, or a fixed combination of common stock and cash, or the administrator of the 2008 Plan may reserve the right to determine the manner of payment at the time the stock appreciation right is exercised; and

(v)

To the extent a stock appreciation right is exercised, the underlying option shall be cancelled, and the shares of common stock represented by the option shall no longer be available for awards under the 2008 Plan.

Duration, Amendment, and Termination

The Board has the power to amend, suspend or terminate the 2008 Plan without stockholder approval or ratification at any time or from time to time. No change may be made that increases the total number of shares of Common Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year of the date of such change. Unless sooner terminated, the 2008 Plan terminates April 21, 2018.

7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

Our President, Anthony Macaluso, is currently a majority shareholder of Soapbox Mobile, Inc. which is providing the use of server equipment to Single Touch at a monthly rate of $4000 per month. This is a month to month agreement and is not material to Single Touch revenues at this time. The board has reviewed the terms of this agreement and has determined that the fee is not excessive based on Soapbox Mobile’s costs associated with the equipment.

During 2006, Single Touch issued 4,500,000 shares of its common stock to Anthony Macaluso, the President of Single Touch, for services rendered. The shares were valued at $6,300,000. Also during 2006, Mr. Macaluso purchased 6,000,000 shares of Single Touch’s common stock for $2,500,000, and returned 1,500,000 shares of Single Touch’s common stock owned by him back to treasury in exchange for increasing the loan amount due him by Single Touch at that time by $625,000.

During 2007, Single Touch accrued compensation to Anthony Macaluso of $2,100,000. The compensation was valued based upon the estimated fair value of the 3,000,000 shares of Single Touch’s common stock that are to be issued in consideration for these services. The shares were issued in 2008.

Single Touch issued stock warrants to various consultants in 2005 for the purchase of 5,000,000 shares of Single Touch’s common stock at a price of $1.00 per share. In 2007, Single Touch’s President acquired these stock warrants.

In June of 2008, Single Touch issued stock warrants to Laurence Dunn, a Director as consideration for consulting services. Mr. Dunn’s consulting services were as a strategic advisor performing corporate planning, strategic consulting projects, mergers and acquisition advise, introduction to institutional groups, financial engineering services and related services. The warrants were for the purchase of 1,000,000 shares of Single Touch’s common stock at a price of $0.01 per share. The compensation was valued based upon the estimated fair value of the warrants at $463,500.

Single Touch engages Richard Siber, a director, on a cash basis for consulting services through SiberConsulting which provides technical and marketing services to the wireless industry. From February 1, 2008 through July 2008, Mr. Siber has received $80,000 in cash compensation. Mr. Siber received a total of $120,000 for the year ended 2007.

James Darcy is currently employed at will as a Senior Vice President and receives an annual salary of $180,000. Mr. Darcy received a bonus of common stock in March of 2008 of 225,000 shares valued at $315,000.

Tom Hovasse is currently employed at will as an Executive Vice President and Secretary and receives an annual salary of $162,000. Mr. Hovasse received a bonus of common stock in March of 2008 of 150,000 shares valued at $210,000.

Single Touch entered into an agreement with Activate, Inc., a corporation wholly owned by Single Touch’s President. Activate holds a license on certain applications on which Single Touch licensed to a third party Activate has sublicensed the applications to Single Touch and in consideration, receives 3% of all net revenue generated under the license. Activate collects the revenue generated under this license and pays 97% of the amounts collected to Single Touch.

Single Touch’s President has advanced funds to Single Touch over the past several years. At the end of 2006, Single Touch repaid amounts in excess of his then loan balance. Accrued interest was adjusted accordingly. His advances to Single Touch in 2007 far exceeded the shortfall.

Interest is assessed on the advances at an annual rate of 8%. The total balance owed including accrued interest is fully due and payable on December 2010. Interest charged and (credited) to operations in 2007 amounted to $26,415 and $(31,423), respectively. Interest charged and (credited) to operations in 2006 amounted to $31,094 and $(22,199), respectively. In December 2006, Single Touch’s president returned 1,500,000 shares of common stock to treasury in exchange for increasing Single Touch’s indebtedness to him at that time by $625,000. The 1,500,000 shares were subsequently cancelled by Single Touch. The balance owing Single Touch including accrued interest, as of December 31, 2006 amounted to $986,510. The balance owing the President including accrued interest, as of December 31, 2007 amounted to $1,833,480.

Activate, Inc. and Activate Sports LLC have also made advances to Single Touch. Both of these entities are wholly owned by Single Touch’s President. The advances are assessed interest an annual rate of 8% and are fully due and payable along with accrued interest on December 2010. For 2007 and 2006, interest charged to operations was $46,710 and $42,681, respectively. The balances due, including accrued interest, at December 31, 2007 and 2006 was $609,486 and $562,775, respectively. Both of these entities are wholly owned by Single Touch’s President.

Total amounts due Single Touch’s President and his wholly owned companies, including accrued compensation, net of the balance due from him in 2006 amounted to $5,321,255 as of December 31, 2007 and $182,976 as of December 31, 2006.

As of July 15, 2008 Mr. Macaluso has converted outstanding amounts due him, including accrued salary, loans to Single Touch, amounts owed to him through his companies Activate, Inc. and Activate Sports LLC and any accrued interest into three promissory notes in the aggregate principal amount of $2,954,514 due on demand which otherwise mature on July 15, 2010. The notes bear interest at the rate of 8% and are convertible on demand at the rate of $0.08 per share.

8. DESCRIPTION OF SECURITIES.

Authorized Capital Stock

Our Articles of Incorporation, as amended, authorize us to issue 205,000,000 shares of capital stock consisting of 200,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of blank check preferred stock, par value $0.0001 per share.

Capital Stock Issued and Outstanding

As of the Closing Date, after giving effect to the Transactions, and taking into account the conversion of the Company Notes, there were issued and outstanding of the Company, on a fully diluted basis:

52,486,065 shares of Common Stock;

0 shares of preferred stock;

0 stock options;

11,096,000 New Warrants to purchase 11,096,000 shares of Common Stock issued to Single Touch warrant holders;

2,640,000 Class A Warrants;

2,640,000 Class B Warrants; and

36,931,433 shares issuable upon conversion of convertible notes in the principal amount of $2,954,514.

Description of Common Stock

We are authorized to issue 200,000,000 shares of Common Stock, 52,486,065 shares of which were issued and outstanding following the Closing of the Merger. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of Common Stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Except as otherwise provided by law, and subject to any voting rights granted to holders of any preferred stock, amendments to the Articles of Incorporation generally must be approved by a majority of the votes entitled to be cast by all outstanding shares of Common Stock. The Articles of Incorporation do not provide for cumulative voting in the election of directors. Subject to any preferential rights of any outstanding series of preferred stock created by the Board from time to time, the Common Stock holders will be entitled to such cash dividends as may be declared from time to time by the Board from funds available. Subject to any preferential rights of any outstanding series of preferred stock, upon liquidation, dissolution or winding up of the Company, the Common Stock holders will be entitled to receive pro rata all assets available for distribution to such holders.

In accordance with the registration obligations assumed by us in the Merger Agreement and offering and subject to Securities Act Rule 415 registration restrictions, we expect to file within 60 days of the Closing Date, a registration statement (the “Registration Statement”) registering for resale the shares issued or issuable to the Single Touch shareholders, warrantholders, and noteholders pursuant to the Merger, the shares comprising part of the Units issued upon the conversion of $3,300,000 in notes issued in our 2008 Note Offering, including the shares underlying the Class A Warrants and Class B Warrants comprising part of the Units, and certain other shares owned by certain shareholders of Hosting prior to the Merger. We have agreed to use commercially reasonable efforts to cause this Registration Statement to become effective as soon as practicable after the date filed. We have also agreed to use commercially reasonable efforts to maintain the effectiveness of this Registration Statement through the second anniversary of the date the Registration Statement is declared effective by the SEC or until Rule 144 of the Securities Act is available to all of the selling stockholders with respect to all of their shares, whichever is earlier.

Description of Preferred Stock

We are authorized to issue 5,000,000 shares of “blank check” preferred stock, $0.0001 par value per share, none of which as of the date hereof is designated or outstanding. The Board of Directors is vested with authority to divide the shares of preferred stock into series and to fix and determine the relative rights and preferences of the shares of any such series. Once authorized, the dividend or interest rates, conversion rates, voting rights, redemption prices, maturity dates and similar characteristics of the preferred stock will be determined by the Board of Directors, without the necessity of obtaining approval of the Company's stockholders.

Description of Warrants

In conjunction with the closing of the Merger, an aggregate of 11,096,000 Company common stock purchase warrants were issued to the former warrantholders of Single Touch in exchange for their Single Touch common stock purchase warrants. The Company warrants were identical in all material respects, to the Single Touch warrants. The Company warrants have expiration dates ranging from June 23, 2011 to July 15, 2115. 774,000 of the Company warrants have an exercise price of $1.76 per share. 5,000,000 of the Company warrants have an exercise price of $1.00 per share. 2,322,000 of the Company warrants have an exercise price of $0.88 per share. 1,000,000 of the Company warrants have an exercise price of $0.02 per share. 2,000,000 of the Company warrants have an exercise price of $0.01 per share. The exercise price and number of shares of common stock of the Company issuable upon exercise of the Company warrants are subject to adjustment upon the happening of earlier corporate events including, but not limited to, stock dividends, stock splits, corporate reorganization and corporation reclassification.

In conjunction with the closing of the Merger, an aggregate of 3,300,000 in convertible promissory notes issued by Hosting during the period March 17, 2008 through June 30, 2008 were automatically converted into 2,640,000 units at a conversion price of $1.25 per unit. Each unit consists of one share of common stock, one Class A Warrant and one Class B Warrant. Each Class A Warrants is exercisable to purchase one share of common stock for a period of 18 months at an exercise price of $1.60 per share. Each Class B Warrant is exercisable to purchase one share of common stock for a period for 36 months at an exercise price of $2.05 per share.

Description of Options

At the present time, we have no outstanding stock options. Pursuant to our 2008 Stock Plan we have reserved a total of 8,800,000 shares of common stock for issuance with respect to our issuance of non-qualified stock options, incentive stock options, restricted stock awards, and stock appreciation rights. As of July 24, 2008, no awards of any kind have been made pursuant to the 2008 Stock Plan.

PART II

1. MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

Market Information

Our common stock, which has never been actively traded, has been quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the “NASD”) since June 20, 2002. From June 20, 2002 until May 14, 2008 our stock was quoted under the symbol “HSNI”. From May 15, 2008 to the present it has been quoted under the symbol “SITO”. The following table sets forth, for the fiscal quarters indicated, the high and low closing bid prices per share of our common stock, as derived from quotations provided by Pink Sheets, LLC. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. When applicable, such prices give retroactive effect to a 2.3:1 reverse stock split effected on May 15, 2008 and to a 3:1 forward stock split effected on June 26, 2008.

Quarter Ended	High Bid		Low Bid
December 31, 2005		0.091		0.091
March 31, 2006		0.091		0.091
June 30, 2006		0.091		0.091
September 30, 2006		0.091		0.091
December 31, 2006		0.091		0.091
March 31, 2007		0.091		0.091
June 30, 2007		0.091		0.091
September 30, 2007		0.091		0.091
December 31, 2007		0.091		0.091
March 31, 2008		0.587		0.065
June 30, 2008		0.652		0.25

Holders

As of the closing of the Merger, there were approximately 420 record holders of our common stock.

Dividends

We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

Securities Authorized For Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

	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		8,800,000
Equity compensation plans not approved by security holders		N/A		N/A		N/A
Total		N/A		N/A		8,800,000

In April 2008 we terminated the Hosting Site Network, Inc. 2002 Non-Statutory Stock Option Plan (the “2002 Plan”) and adopted the 2008 Stock Plan (the “2008 Plan”). No options were ever issued under the 2002 Plan. The 2008 Plan is intended to advance our interests by inducing individuals of outstanding ability and potential to join, remain with, or provide consulting or advisory services to us and our affiliates, by encouraging and enabling eligible employees, non-employee directors, consultants and advisors to acquire proprietary interests in us, and by providing the participating employees, non-employee directors, consultants and advisors with an additional incentive to promote our success. This is accomplished by providing for the granting of incentive stock options, non-qualified stock options, stock appreciation rights and restricted stock to eligible persons. The 2008 Plan is presently administered by our board of directors but may be subsequently administered by a compensation committee designated by our board of directors.

The stock subject to options granted under the 2008 Plan is shares of our common stock, par value $.001 per share, whether authorized but unissued or held in our treasury. The maximum number of shares of common stock which may be issued pursuant to options and awards granted under the 2008 Plan shall not exceed in the aggregate eight million, eight hundred thousand (8,800,000) shares, subject to adjustment in accordance with the provisions of Section 13 of the 2008 Plan. In the event that our outstanding common stock is subsequently changed by reason of combination of shares, reverse split, stock dividend or the like, an appropriate adjustment will be made by the 2008 Plan administrator in the aggregate number and kind of shares to be subject to the 2008 Plan and the awards then outstanding or to be granted, the maximum number of shares which may be granted under the 2008 Plan, the per share exercise price of options and the terms of awards. If we are reorganized, consolidated, or merged with another corporation, the holder of an option or award may be entitled to receive upon the exercise of his option or award the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the happening of any such corporate event as if he has been, immediately prior to such event, the holder of the number of shares covered by his option or award.

No option or award granted under the 2008 Plan is transferable by the individual or entity to whom it was granted otherwise than by will or laws of decent and distribution, and, during the lifetime of such individual, is not exercisable by any other person, but only by him. For additional information concerning the 2008 Plan, see “Part I, Item 6. Executive Compensation - 2008 Stock Option Plan”.

2. LEGAL PROCEEDINGS

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

3. CHANGES IN ACCOUNTANTS

Most & Company, LLP (“Mostco”) was appointed as our principal independent accountants on December 10, 2003 and in such capacity audited our financial statements for the fiscal years ended September 30, 2003, 2004, 2005 and 2006 and prepared audit reports on such financial statements. On May 8, 2007 we were advised by Mostco that Mostco had combined its practice with and into Raich Ende Malter & Co. LLP (“Raich Ende”). Mostco has therefore effectively resigned as our principal independent accountants. On May 8, 2007 we engaged Raich Ende as our principal independent accountant for the fiscal year ending September 30, 2007. The resignation of Mostco and appointment of Raich Ende was approved by our board of directors.

The reports of Mostco on our financial statements for the years ended September 30, 2006 and 2005 contained no adverse opinions or disclaimers of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

In connection with the audits for the fiscal years ended September 30, 2006 and 2005 and during the subsequent interim period through May 8, 2007, there were no disagreements between us and Mostco on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused Mostco to make reference to the subject matter of the disagreement in connection with their reports.

In connection with the audit of the fiscal years ended September 30, 2006 and 2005 and during the subsequent interim period through May 8, 2007, Mostco did not advise us that:

internal controls necessary for us to develop reliable financial statements did not exist;

information had come to their attention that led them to no longer be able to rely on our management's representations or made them unwilling to be associated with the financial statements prepared by our management;

there was a need to expand significantly the scope of their audit, or that information had come to their attention during such time periods that if further investigated might materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statement; or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report; or

information had come to their attention that they had concluded materially impacted the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report.

Prior to the engagement of Raich Ende we had no consultations or discussions with Raich Ende regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered by them on or financial statements. Further, prior to their engagement, we received no oral or written advice from Raich Ende of any kind.

4. RECENT SALES OF UNREGISTERED SECURITIES

The following identifies all securities sold by us during the past three years without registration under the Securities Act of 1933, as amended.

Securities Sold by Hosting

On each of January 29, 2008 and February 13, 2008 Hosting sold 500,000 shares of common stock at a price of $0.02 per share or $10,000. In each instance, the shares were sold to a single subscriber. The shares were sold in reliance on Section 4(2) of the Securities Act of 1933, as amended, since the foregoing sales did not involve a public offering, each of the recipients had access to information that would be included in a registration statement, each of the recipients bought the shares for investment and not resale, and we took appropriate measures to restrict resale.

On March 17, 2008 we sold a $200,000 45-day, non-interest bearing note to a single subscriber in reliance on Regulation S under the Securities Act of 1933, as amended. On April 15, 2008 the subscriber agreed to allow us to cancel the March 17, 2008 note and replace it with a new note dated March 17, 2008 (the “Replacement Note”) which was identical in all respects to the notes described below under ”Shares Issued in Connection with the 2008 Convertible Note Offering”. In connection with the July 24, 2008 closing of the Merger, the Replacement Note was converted into units.

Securities Issued by Single Touch before the Merger

All of the Single Touch securities issuance referenced below were issued in reliance on Section 4(2) or Regulation S of the Securities Act of 1933, as amended. The recipients of the securities acquired such securities for investment purposes without a view to distribution. Furthermore, they had full access to information concerning Single Touch and its business prospects and there was no general solicitation or advertising for the purchase of the securities. Single Touch completed a 2:1 reverse split of its common stock on May 27, 2008. All references to Single Touch securities issuances prior to May 27, 2008 give retroactive effect to the reverse split.

Common Stock

During the period January 2005 through October 2005 Single Touch was engaged in an offering of its common stock pursuant to which it sold a total of 643,893 common shares to 121 accredited investors at a price of $6.00 per share for total proceeds of $3,863, 355. In connection with the offering, Single Touch paid 17,626 shares as finder’s fees to three individuals.

Single Touch issued stock warrants to various consultants in 2005 for the purchase of 5,000,000 shares of the Company’s common stock at a price of $1.00 per share. In 2007, the President of Single Touch acquired these stock warrants.

On December 14, 2006, Anthony Macaluso, the President of Single Touch purchased 6,000,000 shares of Single Touch’s common stock for $2,500,000.

On October 24, 2006, Single Touch issued 4,500,000 shares of its common stock to Anthony Macaluso, the President of Single Touch, for services rendered. The shares were valued at $6,300,000.

On November 20, 2006, Single Touch issued 6,700,000 shares of its common stock as collateral for a loan from Medical Provider Financial Corp in the amount of $2,500,000. On October 30, 2007 Medical Provider Financial Corp accepted the 6,700,000 common shares as full payment of the $2,500,000 and unpaid accrued interest.

On June 30, 2007, Single Touch issued 1,250,000 shares of its common stock to Jordan Schur, a consultant, for services rendered. The shares were valued at $1,750,000.

During 2007, Single Touch accrued compensation to its President of $2,100,000. The compensation was valued based upon the estimated fair value of the 1,500,000 shares of Single Touch’s common stock that were to be issued in consideration for these services. The shares were issued in on April 14, 2008.

On February 7, 2008, Single Touch issued 2,500,000 shares of its common stock to Anthony Macaluso, the President of Single Touch, for a conversion of a portion of the outstanding debt owed Mr. Macaluso. The shares were valued at $375,000.

On March 10, 2008, Single Touch issued a total of 82,846 common shares to 20 accredited investors for accrued interest on loans through June 30, 2007 totaling $165,692.

On March 19, 2008, Single Touch issued a total of 66,946 common shares to 20 accredited investors for accrued interest on loans through February 29, 2008 totaling $133,892.

On March 27, 2008, Single Touch issued 1,000,000 common shares to 14 of its employees as bonus compensation for services. The shares were valued at $1,400,000.

On April 10, 2008, Single Touch issued a total of 2,210,427 shares of its common stock in consideration of the cancellation of $3,096,000 in convertible debt held by 17 accredited investors.

On June 4, 2008, Single Touch issued a total of 2,211,427 common shares to 20 accredited investors as anti-dilution consideration for convertible notes purchased by the investors. The additional consideration was not valued. As set forth above, the debt conversion was valued at $3,096,000.

On July 24, 2008, Single Touch issued 1,500,000 shares of its common stock to Anthony Macaluso, the President of Single Touch, for services rendered. The shares were valued at $2,100,000.

Option/Warrant Grants

On November 11, 2005, Single Touch issued common stock purchase warrants to two consultants for the purchase of 5,000,000 shares of Single Touch’s common stock at an exercise price of $1.00 per share. In 2007, Single Touch’s President acquired these common stock purchase warrants. The Warrants expire on July 15, 2015.

From July 9, 2006 through December 14, 2006, as part of a convertible debt offering, Single Touch issued common stock purchase warrants to the 18 note holders to purchase a total of 736,500 shares of its common stock at a price of $1.76 per share. The warrants expire on the fifth anniversary of the respective grant.

During the period January 16, 2007 through July 23, 2007, Single Touch received $150,000 through the issuance of convertible debt to two persons. Single Touch issued to the two noteholders common stock purchase warrants to purchase a total of 37,500 shares of its common stock at a price of $1.76 per share. The warrants expire on the fifth anniversary of the respective dates of grant.

On July 25, 2007, Single Touch issued common stock purchase warrants to three consultants for the purchase of 1,000,000 shares of Single Touch’s common stock at an exercise price of $0.02 per share. The Warrants expire on July 15, 2012.

On June 23, 2008, Single Touch issued common stock purchase warrants to two consultants for the purchase of 2,000,000 shares of Single Touch’s common stock at an exercise price of $0.01 per share. The Warrants expire on June 22, 2011. One of the consultants is a director of Single Touch Systems Inc.

On June 23, 2008, Single Touch issued a total of 2,322,000 common stock purchase warrants to 17 accredited investors as additional consideration for convertible notes held by the investors. The common stock purchase warrants have an exercise price of $0.88 per share and expire on June 22, 2011.

Convertible Promissory Notes

As of July 2008 the President of Single Touch has converted all outstanding amounts due him including accrued salary, loans to Single Touch, amounts owed to him through his companies Activate, Inc. and Activate Sports LLC and any accrued interest due thereon into three promissory notes in the aggregate principal amount of $2,954,514, due on demand which otherwise mature on July 15, 2010. The notes bear interest at the rate of 8% per annum and are convertible at the rate of $0.08 per share.

Securities Issued in Connection with the 2008 Convertible Note Offering

During the period March 24, 2008 through June 30, 2008, we engaged in a private offering whereby we sold an aggregate of $3,300,000 in convertible promissory notes (the “Company Notes”) including the March 17, 2008 Replacement Note issued on April 15, 2008 discussed above under “Shares Sold by Hosting”. Each Company Note was convertible into Company units (the “Units”), at a purchase price of $1.25 per Unit, each Unit consisting of one share of Common Stock, one Class A Warrant to purchase one share of Common Stock for a period of eighteen (18) months at an exercise price of $1.60 per share and one Class B Warrant to purchase one share of Common Stock for a period of thirty-six (36) months at an exercise price of $2.05 per share. The Offering was made only to accredited investors as defined under Regulation D, Rule 501(a) promulgated by the SEC or to non-US Persons. In July 2008 in connection with the closing of the Merger, the Company Notes were automatically converted into an aggregate of 2,640,000 Units consisting of 2,640,000 shares of common stock, 2,640,000 Class A Warrants and 2,640,000 Class B Warrants. The sale of the Company Notes in the Offering was exempt from registration under Section 4(2) or Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock together with the Class A Warrants and Class B Warrants issued upon conversion of the Company Notes were issued in reliance on Section 3(a)(9) of the Securities Act.

Securities Issued in Connection with the Merger

In connection with the Merger, we issued 42,967,554 shares of our common stock to the former shareholders of Single Touch, 11,096,000 common stock purchase warrants to former warrantholders of Single Touch and an aggregate of $2,954,514 in convertible notes to former noteholders of Single Touch. The foregoing issuances were made in reliance on Regulation D under the Securities Act of 1933, as amended.

5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Certificate of Incorporation limits the liability of our directors and officers to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for: (i) breach of the directors’ duty of loyalty; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) the unlawful payment of a dividend or unlawful stock purchase or redemption, and (iv) any transaction from which the director derives an improper personal benefit. Delaware law does not permit a corporation to eliminate a director’s duty of care, and this provision of our Certificate of Incorporation has no effect on the availability of equitable remedies, such as injunction or rescission, based upon a director’s breach of the duty of care.

The effect of the foregoing is to require us to indemnify our officers and directors for any claim arising against our directors and officers in their official capacities if such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES MAY BE PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING PERSONS PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, WE HAVE BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THIS TYPE OF INDEMNIFICATION IS AGAINST PUBLIC POLICY AND IS, THEREFORE, UNENFORCEABLE.

Anti-Takeover Effects of Provisions of Delaware State Law

Section 203 of the Delaware General Corporation Law

We are not presently subject to the provisions of Section 203 of the Delaware General Corporation Law (Section 203). Under Section 203, certain business combinations between a Delaware corporation whose stock generally is publicly traded or held of record by more than 2,000 stockholders and an interested stockholder are prohibited for a three-year period following the date that such stockholder became an interested stockholder, unless (i) the corporation has elected in its original certificate of incorporation not to be governed by Section 203 (we did not make such an election) (ii) the business combination was approved by the Board of Directors of the corporation before the other party to the business combination became an interested stockholder (iii) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to render or vote stock held by the plan) or, (iv) the business combination was approved by the Board of Directors of the corporation and ratified by two-thirds of the voting stock which the interested stockholder did not own. The three-year prohibition also does not apply to certain business combinations proposed by an interested stockholder following the announcement or notification of certain extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of the majority of the corporation’s directors. The term business combination is defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions which increase an interested stockholder’s percentage ownership of stock. The term interested stockholder is defined generally as a stockholder who, together with affiliates and associates, owns (or, within three years prior, did own) 15% or more of a Delaware corporation’s voting stock. If it should become applicable to us in the future, Section 203 could prohibit or delay a merger, takeover or other change in control of our company and therefore could discourage attempts to acquire us.

PART F/S

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

PART III

1. INDEX TO EXHIBITS

See Item 9.01(d) below, which is incorporated by reference herein.

2. DESCRIPTION OF EXHIBITS

See Exhibit Index below and the corresponding exhibits, which are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. As a result of the Merger described under Item 2.01 of this Current Report on Form 8-K, the registrant believes that it is no longer a “shell company” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

(b)

Pro Forma Financial Information.

The financial statements of the Company, which are the financial statements of the financial acquirer, Single Touch Interactive, Inc., for the periods and dates indicated below are filed with this report.

	Page
Audited and Unaudited Financial Statements Single Touch Interactive, Inc.:

Report of Independent Auditors		F-1

Balance Sheets as of December 31, 2007 (audited), December 31, 2006 (audited), and March 31, 2008 (unaudited)		F-2 – F-3

Statements of Operations for the years ended December 31, 2007 (audited) and December 31, 2006 (audited) and the three months ended March 31, 2008 (unaudited) and March 31, 2007 (unaudited)		F-4

Statement of Stockholders’ (Deficit) for the period from January 1, 2006 through December 31, 2007 (audited) and the period from January 1, 2008 through March 31, 2008 (unaudited)		F-5

Statement of Cash Flows for the years ended December 31, 2007 (audited) and December 31, 2006 (audited) and the three months ended March 31, 2008 (unaudited) and March 31, 2007 (unaudited)		F-6 – F-7

Notes to Financial Statements as at and for years ended December 31, 2007 and December 31, 2006 (audited) and as at and for the three months ended March 31, 2008 and March 31, 2007 (unaudited)		F-8 – F-26

Pro Forma Unaudited Consolidated Financial Statements Single Touch Systems Inc.:

Introduction		F-27

Pro Forma Consolidated Balance Sheet as March 31, 2008		F-28

Pro Forma Consolidated Statement of Operations for the periods ended March 31, 2008 and September 30, 2007		F-29 – F-30

Notes to Unaudited Consolidated Financial Statements		F-31 – F-32

Board of Directors

Single Touch Interactive, Inc.

Encinitas, California

We have audited the accompanying balance sheets of Single Touch Interactive, Inc. (“the “Company”) as of December 31, 2007 and 2006, and the related statements of operations, stockholders' (deficit), and cash flows, for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Single Touch Interactive, Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring losses and has yet to be successful in establishing profitable operations. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Jonathon P Reuben CPA

Jonathon P. Reuben, C.P.A.

An Accountancy Corporation

Torrance, California

June 19, 2008

F-1

SINGLE TOUCH INTERACTIVE, INC.

BALANCE SHEETS

	December 31,				March 31,
	2006		2007		2008
					(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	785,401	$	48,164	$	1,473,177
Accounts receivable - trade		562,283		348,984		297,326
Accounts receivable - related party		97,843		94,017		88,475
Prepaid license		328,000		-		-
Prepaid expenses		212,262		36,928		45,977

Total current assets		1,985,789		528,093		1,904,955

Property and equipment, net		203,419		223,684		211,488

Other assets
Loans receivable - related party		986,510		-		-
Capitalized software development costs, net		588,232		538,844		522,461
Deposits		15,282		15,282		15,282

Total other assets		1,590,024		554,126		537,743

Total assets	$	3,779,232	$	1,305,903	$	2,654,186

See accompanying notes.

F-2

SINGLE TOUCH INTERACTIVE, INC.

BALANCE SHEETS

	December 31,						March 31,
	2006			2007			2008
							(Unaudited)
Liabilities and Stockholders' (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	455,582		$	722,934		$	715,360
Accrued compensation - related party		550,000			2,925,000			1,418,750
Current portion of notes payable		2,635,026			6,738			1,907,495
Current portion of convertible debentures		-			2,197,906			-
Deferred income		2,144,124			1,316,538			1,109,642

Total current liabilities		5,784,732			7,169,116			5,151,247

Long-term liabilities
Notes payable - related parties		562,775			2,442,966			2,613,977
Notes payable - other		11,929			-			-
Convertible debentures and accrued interest, net of discount
and loan fees		1,064,760			-			-

Total long-term liabilities		1,639,464			2,442,966			2,613,977

Total liabilities		7,424,196			9,612,082			7,765,224

Stockholders' (Deficit)
Common stock, $.001 par value; authorized
100,000,000 shares; 61,289,750 shares issued and 47,889,750
shared outstanding as of December 31, 2006, 63,955,442
shares issued and outstanding at December 31, 2007, and
78,512,187 shares issued and outstanding at March 31, 2008		47,889			63,955			78,512
Additional paid-in capital		64,250,095			70,565,621			77,655,956
Accumulated deficit		(67,942,948	)		(78,935,755	)		(82,845,506	)

Total stockholders' (deficit)		(3,644,964	)		(8,306,179	)		(5,111,038	)

Total liabilities and stockholders' (deficit)	$	3,779,232		$	1,305,903		$	2,654,186

See accompanying notes.

F-3

SINGLE TOUCH INTERACTIVE, INC.

STATEMENTS OF OPERATIONS

	For the Year Ended						For the Three Months Ended
	December 31,						March 31,
	2006			2007			2007			2008
							(Unaudited)			(Unaudited)
Revenue
Wireless applications	$	2,751,895		$	5,231,243		$	1,439,826		$	942,146
Other revenue		69,512			160,000			-			-

Total revenue		2,821,407			5,391,243			1,439,826			942,146

Operating Expenses
Royalties and application costs		1,745,111			4,301,035			1,133,615			756,010
Software development costs		688,824			683,330			160,796			268,615
General and administrative (including stock based
compensation of $6,300,000 in 2006 and $5,234,400
in 2007)		8,410,218			9,702,983			951,343			2,740,478

Total operating expenses		10,844,153			14,687,348			2,245,754			3,765,103

Loss from operations		(8,022,746	)		(9,296,105	)		(805,928	)		(2,822,957	)

Other Income (Expenses)
Relief of indebtedness		100,000			-			-			-
Interest expense		(667,831	)		(1,727,325	)		(447,233	)		(1,085,994	)
Income income		22,199			31,423			17,310			-

Net loss before income taxes		(8,568,378	)		(10,992,007	)		(1,235,851	)		(3,908,951	)

Provision for income taxes		(800	)		(800	)		(800	)		(800	)

Net loss	$	(8,569,178	)	$	(10,992,807	)	$	(1,236,651	)	$	(3,909,751	)

Basic and diluted net loss per share	$	(0.25	)	$	(0.21	)	$	(0.03	)	$	(0.06	)

Weighted average shares outstanding		34,071,803			51,628,784			47,889,750			69,068,179

See accompanying notes.

F-4

SINGLE TOUCH INTERACTIVE, INC.

STATEMENT OF STOCKHOLDERS' (DEFICIT)

FROM JANUARY 1, 2006 THROUGH MARCH 31, 2008

							Additional
	Common Stock						Paid-in			Accumulated
	Shares			Amount			Capital			Deficit			Total

Balance - January 1, 2006		30,640,751		$	30,640		$	55,141,556		$	(59,373,770	)	$	(4,201,574	)

Shares returned pursuant to settlement with former
shareholders		(751,001	)		(751	)		(1,232,253	)		-			(1,233,004	)
Shares issued to officer for services		9,000,000			9,000			6,291,000			-			6,300,000
Shares issued to officer for cash		12,000,000			12,000			2,488,000						2,500,000
Shareholder shares cancelled for debt		(3,000,000	)		(3,000	)		(622,000	)		-			(625,000	)
Value of conversion feature on convertible notes payable		-			-			2,183,792			-			2,183,792
Net loss for the year ended December 31, 2006											(8,569,178	)		(8,569,178	)

Balance - December 31, 2006		47,889,750			47,889			64,250,095			(67,942,948	)		(3,644,964	)

Shares issued in cancellation of $2,500,000 of
convertible debt and accrued interest		13,400,000			13,400			2,906,600			-			2,920,000
Shares issued for services		2,500,000			2,500			1,747,500			-			1,750,000
Shares issued in cancellation of accrued interest		165,692			166			165,526						165,692
Value of conversion feature on convertible notes payable		-			-			111,500			-			111,500
Compensation recognized on warrant grants								1,384,400						1,384,400
Net loss for the year ended December 31, 2007		-			-			-			(10,992,807	)		(10,992,807	)

Balance - December 31, 2007		63,955,442			63,955			70,565,621			(78,935,755	)		(8,306,179	)

Shares issued in cancellation of indebtedness due officer		5,000,000			5,000			370,000			-			375,000
Shares issued in cancellation of convertible debt and
accrued interest		4,556,745			4,557			3,225,335			-			3,229,892
Shares issued for services		2,000,000			2,000			1,398,000			-			1,400,000
Shares issued in cancellation of accrued compensation
due officer		3,000,000			3,000			2,097,000			-			2,100,000
Net loss for the three months ended March 31, 2008		-			-			-			(3,909,751	)		(3,909,751	)

Balance - March 31, 2008 (Unaudited)		78,512,187		$	78,512		$	77,655,956		$	(82,845,506	)	$	(5,111,038	)

See accompanying notes.

F-5

SINGLE TOUCH INTERACTIVE, INC.

STATEMENTS OF CASH FLOWS

	For the Year Ended						For the Three Months Ended
	December 31,						March 31,
	2006			2007			2007			2008
							(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(8,569,178	)	$	(10,992,807	)	$	(1,236,651	)	$	(3,909,751	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation expense		62,909			70,177			17,544			17,250
Amortization expense - software development costs		480,234			655,573			145,936			217,067
Amortization expense - discount of convertible debt		217,849			1,106,412			285,953			971,031
Amortization expense - financing fees		112,417			54,831			13,708			27,416
Non-cash compensation		6,300,000			5,234,400			-			1,925,000
Relief of indebtedness		(100,000	)
(Increase) decrease in assets
(Increase) decrease in accounts receivable		(485,554	)		217,125			361,315			62,424
(Increase) decrease in prepaid expenses		(207,262	)		503,333			53,141			(9,049	)
(Increase) decrease in deposits		1,913			-			-
Increase (decrease) in liabilities
Increase (decrease) in accounts payable		(69,236	)		160,702			(2,882	)		157,063
Increase (decrease) in accrued compensation
due related party		250,000			250,000			68,750			68,750
Increase (decrease) in accrued expenses		89,767			131,651			(45,966	)		(170,796	)
Increase (decrease) in accrued interest		247,978			531,342			129,542			86,244
Increase (decrease) in deferred income		144,125			(827,586	)		(206,897	)		(206,897	)

Net cash used in operating activities		(1,524,038	)		(2,904,845	)		(416,507	)		(764,248	)

Cash Flows from Investing Activities
Purchase of property and equipment		(58,460	)		(90,442	)		(14,066	)		(5,054	)
Capitalized software development costs		(628,996	)		(606,185	)		(163,501	)		(200,685	)

Net cash used in investing activities	$	(687,456	)	$	(696,627	)	$	(177,567	)	$	(205,739	)

See accompanying notes.

F-6

SINGLE TOUCH INTERACTIVE, INC.

STATEMENTS OF CASH FLOWS - CONTINUED

	For the Year Ended						For the Three Months Ended
	December 31,						March 31,
	2006			2007			2007			2008
							(Unaudited)			(Unaudited)
Cash Flows from Financing Activities
Proceeds from sale of stock	$	2,500,000		$	-		$	-		$	-
Proceeds received from related parties		630,000			3,150,000			260,000			675,000
Repayments on related party advances		(3,163,520	)		(325,000	)		(225,000	)		(180,000	)
Proceeds received from issuance of convertible debt		3,046,000			150,000			-			-
Proceeds from issuance of debt to others		2,500,000			-			-			1,900,000
Finance costs		(82,247	)		-			-			-
Repayments on other notes payable		(2,475,705	)		(110,765	)		-			-
Purchase of treasury stock		(1,233,004	)		-			-			-

Net cash provided by financing activities		1,721,524			2,864,235			35,000			2,395,000

Net increase (decrease) in cash		(489,971	)		(737,237	)		(559,074	)		1,425,013

Beginning balance - cash		1,275,372			785,401			785,401			48,164

Ending balance - cash	$	785,401		$	48,164		$	226,327		$	1,473,177


Supplemental Information:

Interest Expense	$	135,502		$	3,316		$	695		$	1,302

Income Taxes	$	800		$	800		$	800		$	800

Non-cash investing and financing activities:

During 2006, the company recorded a debt discount related to a beneficial conversion feature on the convertible debt issued in the amount of $2,183,792.

During 2006, the Company issued 9,000,000 shares of its common stock to its President for services valued at $6,300,000 which were charged to operations.

During 2006, the Company's President returned 3,000,000 shares of his common stock in exchange for increasing the indebtedness due him by the Company by $625,000.

During 2007, the company recorded a debt discount related to a beneficial conversion feature on the convertible debt issued in the amount of $111,500.

During 2007, the Company issued 13,400,000 shares of its common stock in exchange for the cancellation of $2,920,000 of indebtedness.

During 2007, the Company issued 2,500,000 shares of is common stock for consulting services valued at $1,750,000.

During 2007, the Company recognized compensation expense of 1,384,400 on the grant of warrants to purchase 2,000,000 shares of the Company common stock.

During 2007, the Company issued 165,692 shares of its common stock in exchange for the cancellation of $165,692 of accrued interest due on convertible debt.

See accompanying notes.

F-7

Note 1.

Organization, History and Business

Single Touch Interactive, Inc. (the "Company") was incorporated in Nevada on April 2, 2002. The Company develops software applications utilized by end users in downloading images, ringtones, games, and other content into their cell phones and other wireless communication devices.

Basis of Presentation

The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has accumulated operating losses since its inception (April 2, 2002). In addition, the Company has used ongoing working capital in its operations. At December 31, 2007, current liabilities exceed current assets by $6,641,023 and the Company’s loss from operations amounted to $9,296,105, and accumulated deficit amounted to $78,935,755.

In view of current matters, the continuation of the Company’s operations is dependent on revenue from its licensing of its technologies and related services advancements made by its officers, and the raising capital through the sale of its equity instruments or issuance of debt. Management believes that these sources of funds will allow the Company to continue as a going concern through 2008. However, no assurances can be made that current or anticipated future sources of funds will enable the Company to finance future periods’ operations. In light of these circumstances, substantial doubt exists about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2.

Summary of Significant Accounting Policies

Basis of Presentation

Certain reclassifications have been made to conform the 2006 amounts to 2007 classifications for comparative purposes.

Unaudited Interim Information

The accompanying interim balance sheet as of March 31, 2008, the statements of operations and cash flows for the three months ended March 31, 2007 and 2008, and the statements of changes in stockholders’ deficit for the three months ended March 31, 2008 are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In the opinion of the Company’s management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting solely of normal recurring adjustments and accruals necessary for the fair presentation of the Company’s financial position as of March 31, 2008 and its results of operations and cash flows for the three months ended March 31, 2007 and 2008. The results for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the year ending December 31, 2008.

F-8

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements , as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectability is probable. Sales are recorded net of sales discounts.

Revenue is derived from licensing of the Company’s wireless applications to various telecommunication companies. Under the terms of the various licensing agreements, the Company receives a fee, net of revenue sharing and other costs, each time its application is utilized by the end user. Revenue is recognized in the month the application is utilized. The Company records its revenue pursuant to EITF 99-19 “ Reporting Revenue Gross as a Principal versus Net as an Agent”.

In addition, the Company also generates income through the development of software for third parties on a contractual basis. Revenue is recognized upon delivery of the software.

Accounts Receivable

Accounts receivable is reported at the customers’ outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

Property and Equipment

Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs that do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income.

F-9

Depreciation is computed on the straight-line and accelerated methods for financial reporting and income tax reporting purposes based upon the following estimated useful lives:

Software development			2 -3 years
Equipment			5 years
Computer hardware			5 years
Office furniture			7 years

Long-Lived Assets

The Company accounts for its long-lived assets in accordance with SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets .” SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. At December 31, 2007 and 2006, the Company did not believe there was any impairment of its long-lived assets.

Prepaid Royalties

The Company’s agreements with licensors and developers generally provide it with exclusive publishing rights and require it to make advance royalty payments that are recouped against royalties due to the licensor or developer based on product sales. Prepaid royalties are amortized on a software application-by-application basis based on the greater of the proportion of current year sales to total current and estimated future sales or the contractual royalty rate based on actual net product sales. The Company continually evaluates the recoverability of prepaid royalties and charges to operations the amount that management determines is probable that will not be recouped at the contractual royalty rate in the period in which such determination is made or at the time the Company determines that it will cancel a development project. Prepaid royalties are classified as current and non-current assets based upon estimated net product sales within the next year.

Capitalized Software Development Costs

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application. Capitalized software development costs represent the costs associated with the internal development of the Company’s software applications. Amortization of such costs is recorded on a software application-by-application basis based on the greater of the proportion of current year sales to total of current and estimated future sales for the applications or the straight-line method over the remaining estimated useful life of the software application. The Company continually evaluates the recoverability of capitalized software costs and will charge to operations amounts that are deemed unrecoverable for projects it will abandon.

F-10

Issuances Involving Non-cash Consideration

All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services. The non-cash consideration received pertains to consulting services.

Stock Based Compensation

The Company accounts for stock-based compensation under SFAS No. 123R, "Share- based Payment” and SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure - An amendment to SFAS No. 123.” These standards define a fair value based method of accounting for stock-based compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as determined by the pricing model at the grant date or other measurement date over the amount that must be paid to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. During 2006, the Company recognized $6,300,000 in stock based compensation from the issuance of 9,000,000 shares of its common stock to its president. During 2007, the Company recognized $1,750,000 in stock based compensation from the issuance of 2,500,000 shares of its common stock to a consultant. Also in 2007, the Company recognized compensation expense of $1,384,400 from the granting of stock warrants for the purchase of 2,000,000 shares of the Company’s common stock (See Note 12) and $2,100,000 in accrued compensation for services rendered by its President.

Loss Per Share

The Company reports earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since the effect of the assumed conversion of warrants to purchase common shares would have an anti-dilutive effect. Potential common shares as of December 31, 2007 were 13,548,000 warrants, and $3,096,000 of debt convertible into 4,422,856 shares of the Company’s common stock that have been excluded from the computation of diluted net loss per share. Potential common shares as of December 31, 2006 21,473,000 warrants, and $2,946,000 of debt convertible into 4,208,571 shares of the Company’s common stock that have been excluded from the computation of diluted net loss per share. These potential common shares are excluded because the effect would have been anti-dilutive. If such shares were included in diluted EPS, they would have resulted in weighted-average common shares of 68,408,526 and 46,085,617 for 2007 and 2006, respectively

F-11

Cash and Cash Equivalents

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

Concentration of Credit Risk

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution exceeded the $100,000 federally insured limit during 2007 and 2006.

During 2007, significantly all of the Company’s revenue was generated from contracts with nine customers. During 2006, significantly all of the Company’s revenue was generated from contracts with three customers. Fees from one customer in both years were collected and paid to the Company by a related party. See Note 10.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affects the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Convertible Debentures

If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to EITF Issue No. 98-5 (“EITF 98-05”), “Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio,” and EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 to Certain Convertible Instruments.” In those circumstances, the convertible debt will be recorded net of the discount related to the BCF and the Company will amortize the discount to interest expense over the life of the debt using the effective interest method.

F-12

Income Taxes

The Company accounts for its income taxes under the provisions of Statement of Financial Accounting Standards 109 ("SFAS 109"). The method of accounting for income taxes under SFAS 109 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

Fair Value of Financial Instruments

Pursuant to SFAS No. 107, “Disclosures About Fair Value of Financial Instruments”, the Company is required to estimate the fair value of all financial instruments included on its balance sheets as of December 31, 2007 and 2006. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value.

Advertising

The Company expenses all advertising as incurred. Advertising expense for the years ended December 31, 2007 and 2006 were $12,211 and $23,584, respectively.

Recent Accounting Pronouncements

SFAS No. 159 - In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 . This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. No entity is permitted to apply this Statement retrospectively to fiscal years preceding the effective date unless the entity chooses early adoption. The choice to adopt early should be made after issuance of this Statement but within 120 days of the beginning of the fiscal year of adoption, provided the entity has not yet issued financial statements, including required notes to those financial statements, for any interim period of the fiscal year of adoption. This Statement permits application to eligible items existing at the effective date (or early adoption date). The Company has evaluated the impact of the implementation of SFAS No. 159 and does not believe the impact will be significant to the Company's overall results of operations or financial position.

F-13

SFAS No. 141(R) - In December 2007, the FASB issued Statement No. 141(R), Business Combinations . This Statement applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquirer), including those sometimes referred to as "true mergers" or "mergers of equals" and combinations achieved without the transfer of consideration, for example, by contract alone or through the lapse of minority veto rights. This Statement applies to all business entities, including mutual entities that previously used the pooling-of-interests method of accounting for some business combinations. It does not apply to:

6. The formation of a joint venture

7. The acquisition of an asset or a group of assets that does not constitute a business

8. A combination between entities or businesses under common control

9. A combination between not-for-profit organizations

10. The acquisition of a for-profit business by a not-for-profit organization

This Statement replaces FASB Statement No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. Statement 141 did not define the acquirer, although it included guidance on identifying the acquirer, as does this Statement. This Statement's scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting - the acquisition method - to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The Company is currently evaluating SFAS 141(R), and has not yet determined its potential impact on its future results of operations or financial position.

F-14

SFAS No. 160 - In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51 . A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require:

The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity.

The amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income.

Changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. A parent's ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or if the parent sells some of its ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of its ownership interests or the subsidiary issues additional ownership interests. All of those transactions are economically similar, and this Statement requires that they be accounted for similarly, as equity transactions.

When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment.

Entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.

This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations should continue to apply the guidance in Accounting Research Bulletin No. 51, Consolidated Financial Statements, before the amendments made by this Statement, and any other applicable standards, until the Board issues interpretative guidance. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.

F-15

This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The effective date of this Statement is the same as that of the related Statement 141(R). This Statement shall be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except for the presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. The Company is currently evaluating SFAS 160 and has not yet determined its potential impact on its future results of operations or financial position.

SFAS No. 161 - In December 2007, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments.

This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.

The Company is currently evaluating SFAS 161 and has not yet determined its potential impact on its future results of operations or financial position.

F-16

Note 3.

Accounts Receivable

Fees earned but not paid as of December 31, 2007 and 2006, net of any revenue sharing, amounted to $443,001 and $660,126, respectively. Of the amounts due, $94,017 and $97,843 are due at December 31, 2007 and 2006, respectively, from a related party (see Note 10 - Related Party Transactions).

Note 4.

Property and Equipment

The following is a summary of property and equipment:

	December 31,
	2007			2006
Computer hardware	$	336,668		$	246,226
Equipment		46,731			46,731
Office furniture		37,194			37,194
		420,593			330,151
Less: accumulated depreciation		(196,909	)		(126,732	)
	$	223,684		$	203,419

Depreciation expense for the years ended December 31, 2007 and 2006 were $70,177 and $62,909, respectively.

Note 5.

Capitalized Software Development Costs

The following is a summary of capitalized software development costs at December 31, 2007 and 2006:

	2007			2006
Beginning Balance	$	588,232		$	439,470
Additions		606,185			628,996
Amortization		(655,573	)		(480,234	)
Charge-offs		—			—
	$	538,844		$	588,232

Amortization expense for the remaining estimated lives of these costs are as follows:

2008	$	385,719
2009		153,125
	$	538,844

Note 6.

Income Taxes

As of December 31, 2007, for income tax purposes, the Company has unused operating loss carryforwards of approximately $22,000,000, which may provide future federal tax benefits of approximately $7,500,000 which expire in various years through 2027 and future state benefits of approximately $1,900,000 which expire in various years through 2017.

F-17

An allowance of $9,400,000 has been provided to reduce the tax benefits accrued by the Company for these operating losses to zero as it cannot be determined when, or if, the tax benefits derived from these losses will materialize. Timing differences between expenses deducted for income tax and deducted for financial reporting purposes are insignificant and have no material impact to the differences in the reporting of income taxes.

The provisions for income tax expense for the years ended December 31, 2007 and 2006 are as follows:

	2007		2006
Current
Federal	$	-	$	-
State		800		800
Total income tax expense	$	800	$	800

Note 7.

Convertible Debt

During 2007 and 2006, the Company received a total of $3,096,000 in exchange for issuing promissory notes that are assessed interest at a rate of 6.5% per annum and mature on June 30, 2008. According to the terms of the promissory notes, accrued interest is due on June 30, 2007 and 2008 . If the maturity date of the notes is extended, then interest is due on a quarterly basis, thereafter. In the event of a sale of all or substantially all of the Company’s assets, the Company agreed to pay the convertible debt with accrued interest prior to paying any other debts, liabilities or other obligations. Of the total $3,196,000 received, $100,000 was refunded in 2007.

While outstanding, the notes are convertible into shares of the Company’s common stock at a rate of $.70 per share. The conversion terms of the promissory notes contain anti-dilution provisions. The Company has agreed to register the underlying convertible shares in connection with the filing of any public offering, subject to certain terms and conditions. Commencing on June 30, 2007, the Company has the right to convert all or some of the convertible debt into shares of its common stock at a price of $.70 per share.

For each $100,000 of convertible debt received, the Company granted warrants to purchase 50,000 shares of the Company’s common stock at a price of $.88 per share. The warrants expire five years after issuance and contain anti-dilution provisions.

The conversion features of the note are below market and therefore the Company recorded a beneficial conversion feature (“BCF”) of $2,295,292 pursuant to EITF Issue No. 98-5 (“EITF 98-05”), “Accounting for Convertible Securities with Beneficial Conversion Features or Contingency Adjustable Conversion Ratio,” and EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 to Certain Convertible Instruments.” The convertible debt was recorded net of the discount that includes the BCF and related finance costs. The discount will be amortized to interest expense over the life of the debt using the effective interest method.

F-18

The balance of convertible debt due at December 31, 2007 and 2006 are as follows:

	2007			2006

Principal balance due	$	3,096,000		$	3,046,000
Accrued interest		100,352			66,950
Less: discount		(998,446	)		(2,048,190	)
	$	2,197,906		$	1,064,760

The amount of the discount includes $88,343 in fees incurred in obtaining the convertible debt which is being amortized over the life of the debt. Amortization of the discount charged to operations in 2007 and 2006 amounted to $1,106,412, and $223,945, respectively. Loan fees amortized to operations in 2007 amounted to $54,831.

The Company and the note holders agreed that in lieu of cash, the accrued interest due on June 30, 2007 of $165,692 would be paid through the issuance of 165,692 shares of the Company’s common stock. These shares were issued to the note holders in January 2008.

Note 8.

Related Parties – Loan Activities

The Company’s president has advanced funds to the Company over the past several years. At the end of 2006, the Company repaid amounts in excess of his then loan balance. Accrued interest was adjusted accordingly. His advances to the Company in 2007 far exceeded the shortfall.

Interest is assessed on the advances at an annual rate of 8%. The total balance owed including accrued interest is fully due and payable on December 2010. Interest charged and (credited) to operations in 2007 amounted to $26,415 and $(31,423), respectively. Interest charged and (credited) to operations in 2006 amounted to $31,094 and $(22,199), respectively. In December 2006, the Company’s president returned 3,000,000 shares of common stock to treasury in exchange for increasing the Company’s indebtedness to him at that time by $625,000. The 3,000,000 shares were subsequently cancelled by the Company. The balance owing the Company including accrued interest, as of December 31, 2006 amounted to $986,510. The balance owing the President including accrued interest, as of December 31, 2007 amounted to $1,833,480.

Activate, Inc. and Activate Sports LLC have also made advances to the Company. Both of these entities are wholly owned by the Company’s President. The advances are assessed interest an annual rate of 8% and are fully due and payable along with accrued interest on December 2010. For 2007 and 2006, interest charged to operations was $46,710 and $42,681, respectively. The balances due, including accrued interest, at December 31, 2007 and 2006 was $609,486 and $562,775, respectively. Both of these entities are wholly owned by the Company’s President.

F-19

Total amounts due the Company’s President and his wholly owned companies, including accrued compensation, net of the balance due from him in 2006 amounted to $5,321,255 as of December 31, 2007 and $182,976 as of December 31, 2006.

Note 9.

Notes Payable – Other

During 2005, the Company financed a purchase of computer equipment totaling $23,303. The loan bears interest at a rate of 26.49% and is payable in monthly installments of $773. The loan is personally guaranteed by an officer of the Company. Interest charged to operations in 2007 and 2006 amounted $3,299 and $5,729, respectively. The balances due as of December 31, 2007 and 2006 were $6,738 and $17,503, respectively.

During 2004, the Company borrowed $2,400,000 from several individuals and entities related to these individuals. In 2006, the Company paid off the total balance owed of $2,475,705, including accrued interest. The 686,000 warrants which were issued along with the indebtedness expired upon payoff. Interest charged to operations on this indebtedness in 2006 to $44,440.

The Company issued a total of 67,166 shares of its common stock to an unrelated third party in connection with obtaining the $2,400,000 of indebtedness. The shares issued were valued at $201,498 and were accounted for as loan fees that were being amortized over the three-year life of the loans. Amortization expense for 2006 totaled $106,321.

In August 2006, the Company borrowed $2,500,000 from an unrelated third party. The loan is guaranteed by the Company’s president and is secured by 13,400,000 shares of the Company’s common stock. The loan is assessed interest at an annual rate of 14%, with principal and interest due on demand. At the lender’s option, the accrued interest on the loan will be deemed consideration for the granting of a warrant to purchase 51% of the equity in the Company. The terms of the warrant grant and related purchase price shall be negotiated in good faith by the parties during the 60 day period following the exercise of the warrant option.

In October 2007, the lender elected to convert the total amount due of $2,920,000 including $420,000 of accrued interest, into the 13,400,000 shares held in escrow.

Interest accruing on this debt charged to operations in 2007 and 2006 was $290,548 and $129,452, respectively. The balance of the loan at December 31, 2007 and 2006, including accrued interest was $0 and $2,629,452.

The note balances as of the December 31, 2007 and 2006 are as follows:

F-20

	2007			2006

Principal balance – equipment note	$	6,738		$	17,503
Principal balances – other notes		-			2,500,000
Accrued interest		-			129,452
		6,738			2,646,955
Less: current portion		(6,738	)		(2,635,026	)
	$	-		$	11,929

Following are maturities of long-term debt for each of the next five years:

2008

6,738

Note 10.

Related Party Transactions

During 2006, the Company issued 9,000,000 shares of its common stock to Anthony Macaluso, the President of the Company, for services rendered. The shares were valued $6,300,000. Also during 2006, Mr. Macaluso purchased 12,000,000 shares of the Company’s common stock for $2,500,000, and returned 3,000,000 shares of the Company’s common stock owned by him back to treasury in exchange for increasing the loan amount due him by the Company at that time by $625,000.

During 2007, the Company accrued compensation to its President of $2,100,000. The compensation was valued based upon the estimated fair value of the 3,000,000 shares of the Company’s common stock that are to be issued in consideration for these services. The shares were issued in 2008 (See Note 14).

As discussed in Note 12, the Company issued stock warrants to various consultants in 2005 for the purchase of 10,000,000 shares of the Company’s common stock at a price of $.50 per share. In 2007, the Company’s President acquired these stock warrants.

The Company entered into an agreement with Activate, Inc., a corporation wholly owned by the Company’s President. Activate holds a license on certain applications on which the Company licensed to a third party Activate has sublicensed the applications to the Company and in consideration, receives 3% of all net revenue generated under the license. Activate collects the revenue generated under this license and pays 97% of the amounts collected to the Company.

F-21

Note11.

Deferred Income

In December 2005, the Company received $2,000,000 in connection with an option agreement and related service agreement. Under the terms of the option agreement, the third party payer had until July 30, 2006 to exercise the option to acquire the Company. The option was not exercised and the $2,000,000 is treated as an advance against royalties earned by the Company on the use of an application licensed to the third party payer.

Under the service agreement, the Company provides the application for the first four months at no cost, but is entitled to reimbursement for any direct pass through third party costs paid by the Company relating to the use of the licensed technology and related service. Thereafter the Company nets $.175 per transaction on the delivery of any mobile content to the third Party payer through the utilization of the application for a period of up to three years. As the $2,000,000 advance is not refundable, the Company is amortizing it into revenue evenly over the remaining 29 months of the license agreement. Therefore on a monthly basis, the Company is reporting revenue relating to this license agreement the greater of the transaction fee earned or $68,966 ($2,000,000/29 months). For 2007 and 2006, the Company earned $634,112 and $344,828, respectively, through this agreement.

Note12.

Stockholders’ Equity

Common Stock

The holders of the Company's common stock are entitled to one vote per share of common stock held.

Pursuant to a settlement agreement, in 2006, certain shareholders returned 751,000 shares of the Company’s common stock in consideration for $1,233,004.

In 2006, the Company issued 9,000,000 shares of its common stock to its president in consideration for services. The shares were valued at $6,300,000. The shares were subsequently canceled.

In 2006, the Company’s president purchased 12,000,000 of the Company’s common stock for $2,500,000.

In 2006, the Company’s president returned 3,000,000 shares of the Company’s common stock in consideration for increasing its indebtedness due him by $625,000. The shares were subsequently canceled.

In 2006, the Company placed 13,400,000 shares of its common stock in escrow as collateral on a $2,500,000 loan (See Note 9).

In 2007, the Company issued the 13,400,000 shares held in escrow to the note holder in consideration for the cancellation of $2,500,000 of indebtedness and accrued interest.

F-22

In 2007, the Company issued 2,500,000 shares to a consulting. The shares were valued at $1,750,000.

Warrants

In 2005, the Company issued stock warrants to various consultants to purchase 10,000,000 shares of the Company’s common stock at a price of $.50 per share. The warrants expire on July 15. 2015. These warrants were valued at $27,187,000 using the Black-Sholes Option Model based upon an expected life of 10 years, risk free interest rate of 4.5%, and expected volatility of 50%. At the date of grant, the Company’s common stock had an estimated market value based upon the price established in its past private offering of $3 per share.

As part of the convertible debt issued in 2006 as discussed above in Note 7, the Company issued stock warrants to the various note holders to purchase a total of 1,473,000 shares of its common stock at a current price of $.88 per share. The warrants expire on the fifth anniversary date of the respective grant. As the exercise price of $.88 per share was greater than the estimated market price of the Company’s common stock of $.70 at date of grant, no compensation expense was recognized.

In 2007, the Company received an additional $150,000 through the issuance of convertible debt. The Company issued to these note holders stock warrants to purchase a total of 75, 000 shares of its common stock at a current price of $.88 per share. The warrants expire on the fifth anniversary date of the respective grant. As the exercise price of $.88 per share was greater than the estimated market price of the Company’s common stock of $.70 at date of grant, no compensation expense was recognized.

In 2007, the Company issued stock warrants to three consultants to purchase 2,000,000 shares of the Company’s common stock a price of $.01 per share. The warrants expire on July 12, 2012. These warrants were valued at $1,384,400 using the Black-Sholes Option Model based upon an expected life of 5 years, risk free interest rate of 4.8%, and expected volatility of 65%. At the date of grant, the Company’s common stock had an estimated market value based upon the price established in its debt offering of $.70 per share.

A summary of outstanding stock warrants is as follows:

			Weighted
			average
	Number		exercise
	of shares		price
Outstanding - December 31, 2005		10,000,000	$	0.50
Granted		1,473,000	$	0.88
Exercised		-		-
Cancelled		-		-
Outstanding - December 31, 2006		11,473,000	$	0.55
Granted		2,075,000	$	0.04
Exercised		-		-
Cancelled		-		-
Outstanding - December 31, 2007		13,548,000	$	0.47

F-23

Note 13. Commitments and Contingency

Operating Leases

The Company leases office space in Encinitas, California which expires on July 31. 2010. In addition to paying rent, the Company is also required to pay its prorata share of the property’s operating expenses.

A schedule of minimum lease payments under the leases is as follows:

Year Ended
December 31,

2008	$	105,794
2009		108,903
2010		64,573
	$	279,270

Rent expense for 2007 and 2006 was $100,258 and $95,994 respectively.

Licensing Fee Obligations

The Company has entered into various licensing agreements that require the Company to pay fees to the licensors on revenues earned by the Company utilizing the related license. The amounts paid on each license vary depending on the terms of the related license. As of December 31, 2007 and 2006, obligations due under these various licenses totaled $362,508 and $23,201, respectively. These liabilities are included in the Company’s balance sheet under Accounts payable and accrued expenses.

Note 14. Subsequent Events

In February 2008, the Company issued 5,000,000 shares of its common stock in consideration for the cancellation of $375,000 of indebtedness due its President.

F-24

In February 2008, the Company issued 4,556,745 shares of its common stock in consideration of cancelling $3,229,892 of convertible debt and accrued interest. In June 2008, the Company issued these investors an additional 2,211,429 shares.

In March 2008, the Company issued 2,000,000 shares of its common stock to various employees, consultants, and an attorney for services valued at $1,400,000.

In March 2008, the Company issued 3,000,000 shares of its common stock to its president for compensation accrued in 2007 valued at $2,100,000.

In March 20, 2008, the Company entered into an agreement to merge into Single Touch Systems Inc. (formerly Hosting Site Network, Inc) “Hosting”. Hosting is a shell company with limited assets and operations.

Under the terms of the merger, Hosting will exchange its common shares to shareholders of Interactive on a 1 for 1 basis. As of March 31, 2008, Hosting had 8,273,500 shares issued and outstanding. Pursuant to the original merger agreement, Hosting was required to effectuate a 2.3:1 reverse stock split. Pursuant to an amendment to the agreement, Hosting effectuated a forward 3:1 stock split. In addition, terms of the merger required Hosting’s president to return 3,913,044 (post split) shares of its common stock owned by him to Hosting for cancellation. The two stock splits adjusted the outstanding common shares of Hosting prior to the merger and after the return of the president’s shares to 6,878,511 shares. All existing warrants and other stock conversions on which Interactive is obligated will be transferred to Hosting on a 1 for 1 basis. The merger will be treated for financial reporting purposes as a reverse acquisition whereby the Company’s operations will continue to be reported as if it had actually been the acquirer.

In March and April 2008, the Company borrowed a total of $1,900,000 from Hosting under a bridge loan agreement whereby the Company can borrow up to an aggregate of $3,300,000 on a one-year term. The loans are assessed interest at an annual rate of 12%. Loans under the agreement are collateralized by the Company’s assets.

Upon the consummation of the merger between the two companies, the outstanding principal and accrued interest will be forgiven. If the merger is not consummated through the actions of the Company, Hosting has the right to convert the outstanding balance due into units at a price of $1.25 per unit. Each unit consists of one share of the Company’s common stock, one Class A Warrant, exercisable to purchase one share of the Company’s common stock at $1.60, per share, for 18 months from the grant date and one Class B Warrant exercisable to purchase one share of the Company’s common stock at $2.05 per share, for 36 months from the grant date.

In June 2008, the Company authorized a 1:2 reverse stock split. Pro forma loss per share assuming the reverse stock split took effect at the beginning of each period presented are as follows:

F-25

	For the Year Ended						For the Three Months Ended
	December 31,						March 31,
	2006			2007			2007			2008
							(Unaudited)			(Unaudited)

Net loss	$	(8,569,178	)	$	(10,992,807	)	$	(1,236,651	)	$	(3,909,751	)

Pro forma basic and diluted loss per share	$	(0.50	)	$	(0.43	)	$	(0.05	)	$	(0.11	)

Proforma weighted average shares outstanding		17,035,901			25,814,392			23,944,875			34,534,090

In June 2008, the Company granted warrants to certain investors to acquire 2,322,000 (post split) shares of the Company’s common stock at a purchase price of $0.88 per share. These warrants are immediately exercisable and expire on June 22, 2011.

Also in June 2008, the Company granted warrants to two consultants to purchase 1,000,000 (post split) shares each of the Company’s common stock at a purchase price of $0.01 per share. These warrants are immediately exercisable and expire on June 22, 2011.

F-26

INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements reflect adjustments to the historical financial statements of Single Touch Systems Inc. (formerly Hosting Site Network, Inc.) “Hosting” to give effect to its merger with of Single Touch Interactive, Inc. “Interactive”.

The merger between the two companies will be treated for financial reporting purposes as a reverse acquisition whereby Interactive’s operations will continue to be reported as if it had actually been the acquirer. The accompanying pro forma information is presented for illustration purposes only and is not necessarily indicative of the financial position or results of operation that would have actually been reported had the acquisition been in effect during the periods presented, or which may be reported in the future.

The accompanying pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and related notes of Hosting and Interactive.

F-27

SINGLE TOUCH SYSTEMS, INC.

(Formerly Hosting Site Network, Inc.)

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

	Historical									Unaudited
	March 31, 2008									Pro forma
	Single Touch			Single Touch			Pro forma			March 31,
	Systems, Inc.			Interactive, Inc.			Adjustments			2008
Assets
Current assets
Cash and cash equivalents	$	125,178		$	1,473,177		$	-		$	1,598,355
Accounts receivable - trade					297,326			-			297,326
Accounts receivable - related party					88,475			-			88,475
Note receivable		1,900,000				A		(1,900,000	)		-
Other current assets		3,850			45,977			-			49,827

Total current assets		2,029,028			1,904,955			(1,900,000	)		2,033,983

Property and equipment, net		-			211,488			-			211,488

Other assets											-
Capitalized software development costs, net		-			522,461			-			522,461
Defered acquisiiton costs		23,550				C		(23,550	)		-
Deposits		-			15,282			-			15,282

Total other assets		23,550			537,743			(23,550	)		537,743

Total assets	$	2,052,578		$	2,654,186			(1,923,550	)		2,783,214


Liabilities and Stockholders' (Deficit)
Current liabilities
Accounts payable and accrued expenses	$	41,602		$	715,360		$	-		$	756,962
Accrued compensation - related party		-			893,750						893,750
Current portion of notes payable		-			1,907,495	A		(1,900,000	)		7,495
Current portion of convertible debentures		1,850,000			-			-			1,850,000
Deferred income		-			1,109,642			-			1,109,642

Total current liabilities		1,891,602			4,626,247			(1,900,000	)		4,617,849

Long-term liabilities
Notes payable - related parties		-			2,613,977						2,613,977

Total liabilities		1,891,602			7,240,224			(1,900,000	)		7,231,826

Stockholders' (Deficit)
Common stock		8,273			78,512	B		(3,000	)		45,381
						C		(1,359	)
						F		(39,256	)
						G		2,211

Additional paid-in capital		777,259			77,655,956	B		3,000			80,922,512
						C		1,359
						D		(648,106	)
						F		39,256
						G		3,093,788

Accumulated deficit		(624,556	)		(82,320,506)	D		624,556			(85,416,505	)
						G		(3,095,999	)

Total stockholders' (deficit)		160,976			(4,586,038	)		3,072,449			(4,448,612	)

Total liabilities and stockholders' (deficit)	$	2,052,578		$	2,654,186		$	1,172,449		$	2,783,214

See notes to unaudited proforma condensed financial statements.

F-28

SINGLE TOUCH INTERACTIVE, INC.

(Formerly Hosting Site Network, Inc.)

UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS

Single Touch Systems, Inc. for the six-months ended March 31, 2008

Single Touch Interactive Inc. for the three-months ended March 31, 2008

	Historical									Unaudited Pro forma
	Single Touch			Single Touch			Pro forma			March 31,
	Systems, Inc.			Interactive, Inc.			Adjustments			2008

Revenue
Wireless applications	$	-		$	942,146		$	-		$	942,146

Total revenue		-			942,146			-			942,146

Operating Expenses
Royalties and application costs		-			756,010			-			756,010
Software development costs		-			268,615			-			268,615
Modfication of debt instruments						G		3,095,999
General and administrative		(46,311	)		2,215,478	E		46,311			2,215,478

Total operating expenses		(46,311	)		3,240,103			3,142,310			3,240,103

Loss from operations		46,311			(2,297,957	)		(3,142,310	)		(2,297,957	)

Other Income (Expenses)
Interest expense		-			(1,085,994	)		-			(1,122,915	)

Net loss before income taxes		46,311			(3,383,951	)		(3,142,310	)		(3,420,872	)

Provision for income taxes		-			(800	)		-			(800	)

Net loss	$	46,311		$	(3,384,751	)	$	(3,142,310	)	$	(3,421,672	)

Basic and diluted net loss per share	$	0.01		$	(0.05	)	$	0.09		$	(0.08	)

Weighted average shares outstanding		7,877,896			69,068,179	H		(35,533,507	)		41,412,568

See notes to unaudited proforma condensed financial statements.

F-29

SINGLE TOUCH INTERACTIVE, INC.

(Formerly Hosting Site Network, Inc.)

UNAUDITED PRO FORMACONDENSED STATEMENTS OF OPERATIONS

Single Touch Systems, Inc. for the year ended September 30, 2007

Single Touch Interactive Inc. for the year ended December 31, 2007

	Historical									Unaudited Pro forma
	Single Touch			Single Touch			Pro forma			March 31,
	Systems, Inc.			Interactive, Inc.			Adjustments			2008

Revenue
Wireless applications	$	-		$	5,231,243		$	-		$	5,231,243
Other revenue		-			160,000			-			160,000

Total revenue		-			5,391,243			-			5,391,243

Operating Expenses
Royalties and application costs		-			4,301,035			-			4,301,035
Software development costs		-			683,330			-			683,330
General and administrative		72,123			9,702,983	E		(72,123	)		9,702,983

Total operating expenses		72,123			14,687,348			(72,123	)		14,687,348

Loss from operations		(72,123	)		(9,296,105	)		72,123			(9,296,105	)

Other Income (Expenses)
Interest income		3,430			-	E		(3,430	)		-
Interest expense		-			(1,695,902	)		-			(1,695,902	)

Net loss before income taxes		(68,693	)		(10,992,007	)		68,693			(10,992,007	)

Provision for income taxes		-			(800	)		-			(800	)

Net loss	$	(68,693	)	$	(10,992,807	)	$	68,693		$	(10,992,807	)

Basic and diluted net loss per share	$	(0.01	)	$	(0.21	)	$	(0.00	)	$	(0.34	)

Weighted average shares outstanding		7,273,500			51,628,784	H		(26,209,414	)		32,692,870

See notes to unaudited proforma condensed financial statements.

F-30

SINGLE TOUCH SYSTEMS INC.

(Formerly Hosting Site Network, Inc.)

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Reorganization

On March 20, 2008, Single Touch Systems Inc. (formerly Hosting Site Network, Inc) “Hosting”, entered into an agreement to merge with Single Touch Interactive, Inc. (“Interactive”). Interactive is based in Encinitas California, and develops and licenses software applications utilized by end users in downloading images, ringtones, games, and other content into their cell phones and other wireless communication devices.

Under the terms of the merger, Hosting will exchange its common shares to shareholders of Interactive on a 1 for 1 basis. As of March 31, 2008, Hosting had 8,273,500 shares issued and outstanding. Pursuant to the original merger agreement, Hosting was required to effectuate a 2.3:1 reverse stock split. Pursuant to an amendment to the agreement, Hosting effectuated a forward 3:1 stock split. In addition, terms of the merger required Hosting’s president to return 3,913,044 (post split) shares of its common stock owned by him to Hosting for cancellation. The two stock splits adjusted the outstanding common shares of Hosting prior to the merger and after the return of the president’s shares to 6,878,511 shares. All existing warrants and other stock conversions on which Interactive is obligated will be transferred to Hosting on a 1 for 1 basis. Since Hosting had prior to the recapitalization minimal assets and limited operations, the merger will be treated for financial reporting purposes as a reverse acquisition whereby Interactive’s operations will continue to be reported as if it had actually been the acquirer.

Pro forma Adjustments

To eliminate intercompany loan activity.

To record the 1:2.3 reverse stock split of Hosting

To record the 3:1 forward stock split of Hosting

To record the return of 3,913,044 (post split) shares owned by Hosting’s president to treasury for cancellation.

To record 1:2 reverse stock split of Interactive

To record the issuance of 2,211,428 shares of Interactive common stock to certain investors considered a modification of a debt instrument and to record the loss on the modification of the debt instrument on the issuance of these additional shares.

To adjust stockholders’ deficit to reflect the recapitalization of Hosting and to close out Hosting’s accumulated deficit following the merger.

F-31

To eliminate Hosting’s operations.

To adjust the weighted average common shares outstanding to reflect the 48,346,063 common shares outstanding following the merger. The 48,346,063 shares consist of the 6,878,511 shares held by the original shareholders of Hosting and the 41,467,552 shares issued to the stockholders of Interactive.

F-32

(d) Exhibits.

Exhibit No.	SEC Report Reference Number	Description

2.1	2.1	Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽¹⁾

2.2	10.1	Addendum dated May 29, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽²⁾

2.3	10.1	Second Addendum dated June 10, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽⁴⁾

2.4	10.1	Third Addendum dated June 27, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽⁵⁾

2.5	*	Fourth Addendum dated July 22, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc.

2.6	*	Fifth Addendum dated July 24, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc.

2.7	*	Articles of Merger dated July 24, 2008 of Single Touch Acquisition Corp. with and into Single Touch Interactive, Inc.

3.1	3.1	Certificate of Incorporation of Hosting Site Network, Inc., (presently known as Single Touch Systems Inc.) filed May 31, 2001 ⁽⁶⁾

Exhibit No.	SEC Report Reference Number	Description

3.2	3.2	Certificate of Amendment to Certificate of Incorporation of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) filed March 6, 2002 ⁽⁷⁾

3.3	*	Certificate of Amendment to Certificate of Incorporation of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) filed May 12, 2008

3.4	3.2	By-Laws of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽⁶⁾

3.5	3.3	Amended by-Laws of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽⁸⁾

4.1	4.1	$200,000 Promissory Note of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) dated March 17, 2008 ⁽¹⁾

4.2	4.2	Secured $250,000 Promissory Note of Single Touch Interactive, Inc. dated March 17, 2008 issued to Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽¹⁾

4.3	4.1	Form of Convertible Note of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) for 2008 Note Offering ⁽³⁾

4.4	4.2	Form of Secured Bridge Loan Note of Single Touch Interactive, Inc. pursuant to March 31, 2008 Bridge Loan Agreement ⁽³⁾

4.5	4.1	Secured $425,000 Bridge Loan Promissory Note of Single Touch Interactive, Inc. dated June 5, 2008 ⁽⁴⁾

4.6	10.4	Amendment dated June 15, 2008 to March 17, 2008 and March 31, 2008 Convertible Notes of Single Touch Systems Inc. ⁽⁵⁾

Exhibit No.	SEC Report Reference Number	Description

4.7	4.1	Secured $630,000 Bridge Loan Promissory Note of Single Touch Interactive, Inc. ⁽⁵⁾

4.8	*	Form of Class A Warrant – 2008 Note Offering

4.9	*	Form of Class B Warrant – 2008 Note Offering

4.10	*	Form of Single Touch Interactive, Inc. Warrant

4.11	*	Single Touch Interactive, Inc. $2,319,511.64 Convertible Promissory Note dated July 24, 2008

4.12	*	Single Touch Interactive, Inc. $561,558 Convertible Promissory Note dated July 24, 2008

4.13	*	Single Touch Interactive, Inc. $73,445 Convertible Promissory Note dated July 24, 2008

10.1	10.1	Security Agreement dated March 17, 2008 between Single Touch Interactive, Inc. and Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽¹⁾

10.2	10.1	Bridge Loan Agreement dated March 31, 2008 between Single Touch Interactive, Inc. and Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽³⁾

10.3	10.2	Security Agreement dated March 31, 2008 between Single Touch Interactive, Inc. and Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽³⁾

10.4	10.2	Addendum dated May 29, 2008 to March 31, 2008 Bridge Loan Agreement between Single Touch Interactive, Inc. and Single Touch Systems Inc. ⁽²⁾

10.5	10.3	Addendum dated May 29, 2008 to Bridge Loan Promissory Notes of Single Touch Interactive, Inc. ⁽²⁾

Exhibit No.	SEC Report Reference Number	Description

10.6	10.2	Second Addendum dated June 27, 2008 to March 31, 2008 Bridge Loan Agreement between Single Touch Interactive, Inc. and Single Touch Systems Inc. ⁽⁵⁾

10.7	10.3	Second Addendum dated June 27, 2008 to Bridge Loan Promissory Notes of Single Touch Interactive, Inc. ⁽⁵⁾

10.8	*	Escrow Agreement dated July 24, 2008 by and among Single Touch Systems Inc., Randall Lanham, and Gottbetter & Partners, LLP

10.9	*	Employment Agreement dated July 15, 2008 between Single Touch Interactive, Inc. and Anthony Macaluso

10.10	*	2008 Stock Plan

10.11	*	Service Agreement dated June 19, 2006 by and between Single Touch Interactive, Inc. and Boulevard Media Inc.

10.12	*	Service Agreement dated as of December 18, 2005 by and between Single Touch Interactive, Inc. and Motricity Inc.

14	14	Code of Ethics ⁽⁹⁾

21	*	List of Subsidiaries of Single Touch Systems Inc.

* Filed herewith.

(1)

Filed with the Securities and Exchange Commission on March 21, 2008 as an exhibit, numbered as indicated above, to the Registration’s Current Report on Form 8-K dated March 20, 2008, which exhibit is incorporated herein by reference.

(2)

Filed with the Securities and Exchange Commission on June 3, 2008 as an exhibit, numbered as indicated above, to the Registration’s Current Report on Form 8-K dated May 29, 2008, which exhibit is incorporated herein by reference.

(3)

Filed with the Securities and Exchange Commission on April 4, 2008 as an exhibit, numbered as indicated above, to the Registration’s Current Report on Form 8-K dated March 31, 2008, which exhibit is incorporated herein by reference.

(4)

Filed with the Securities and Exchange Commission on June 20, 2008 as an exhibit, numbered as indicated above, to the Registration’s Current Report on Form 8-K dated June 5, 2008, which exhibit is incorporated herein by reference.

(5)

Filed with the Securities and Exchange Commission on July 14, 2008 as an exhibit, numbered as indicated above, to the Registration’s Current Report on Form 8-K dated June 15, 2008, which exhibit is incorporated herein by reference.

(6)

Filed with the Securities and Exchange Commission on August 11, 2001 as an exhibit, numbered as indicated above, to the Registration’s registration statement (SEC File No. 333-73004) on Form SB-2, which exhibit is incorporated herein by reference.

(7)

Filed with the Securities and Exchange Commission on April 11, 2002 as an exhibit, numbered as indicated above, to the Registration’s registration statement (SEC File No. 333-73004) on Form SB-2 (Post Effective Amendment No. 3), which exhibit is incorporated herein by reference.

(8)

Filed with the Securities and Exchange Commission on February 8, 2002 as an exhibit, numbered as indicated above, to the Registration’s registration statement (SEC File No. 333-73004) on Form SB-2 (Post Effective Amendment No. 1), which exhibit is incorporated herein by reference.

(9)

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 10-KSB for the fiscal year ended September 30, 2004, which exhibit is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SINGLE TOUCH SYSTEMS INC.


By:	/s/ Anthony Macaluso
Name: Anthony Macaluso
Title: President

Dated: July 29, 2008

EXHIBIT INDEX

Exhibit No.	SEC Report Reference Number	Description

2.1	2.1	Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽¹⁾

2.2	10.1	Addendum dated May 29, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽²⁾

2.3	10.1	Second Addendum dated June 10, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽⁴⁾

2.4	10.1	Third Addendum dated June 27, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc. ⁽⁵⁾

2.5	*	Fourth Addendum dated July 22, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc.

2.6	*	Fifth Addendum dated July 24, 2008 to Agreement and Plan of Merger and Reorganization dated March 20, 2008 among Single Touch Systems Inc., Single Touch Acquisition Corp. and Single Touch Interactive Inc.

2.7	*	Articles of Merger dated July 24, 2008 of Single Touch Acquisition Corp. with and into Single Touch Interactive, Inc.

3.1	3.1	Certificate of Incorporation of Hosting Site Network, Inc., (presently known as Single Touch Systems Inc.) filed May 31, 2001 ⁽⁶⁾

Exhibit No.	SEC Report Reference Number	Description

3.2	3.2	Certificate of Amendment to Certificate of Incorporation of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) filed March 6, 2002 ⁽⁷⁾

3.3	*	Certificate of Amendment to Certificate of Incorporation of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) filed May 12, 2008

3.4	3.2	By-Laws of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽⁶⁾

3.5	3.3	Amended by-Laws of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽⁸⁾

4.1	4.1	$200,000 Promissory Note of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) dated March 17, 2008 ⁽¹⁾

4.2	4.2	Secured $250,000 Promissory Note of Single Touch Interactive, Inc. dated March 17, 2008 issued to Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽¹⁾

4.3	4.1	Form of Convertible Note of Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) for 2008 Note Offering ⁽³⁾

4.4	4.2	Form of Secured Bridge Loan Note of Single Touch Interactive, Inc. pursuant to March 31, 2008 Bridge Loan Agreement ⁽³⁾

4.5	4.1	Secured $425,000 Bridge Loan Promissory Note of Single Touch Interactive, Inc. dated June 5, 2008 ⁽⁴⁾

4.6	10.4	Amendment dated June 15, 2008 to March 17, 2008 and March 31, 2008 Convertible Notes of Single Touch Systems Inc. ⁽⁵⁾

Exhibit No.	SEC Report Reference Number	Description

4.7	4.1	Secured $630,000 Bridge Loan Promissory Note of Single Touch Interactive, Inc. ⁽⁵⁾

4.8	*	Form of Class A Warrant – 2008 Note Offering

4.9	*	Form of Class B Warrant – 2008 Note Offering

4.10	*	Form of Single Touch Interactive, Inc. Warrant

4.11	*	Single Touch Interactive, Inc. $2,319,511.64 Convertible Promissory Note dated July 24, 2008

4.12	*	Single Touch Interactive, Inc. $561,558 Convertible Promissory Note dated July 24, 2008

4.13	*	Single Touch Interactive, Inc. $73,445 Convertible Promissory Note dated July 24, 2008

10.1	10.1	Security Agreement dated March 17, 2008 between Single Touch Interactive, Inc. and Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽¹⁾

10.2	10.1	Bridge Loan Agreement dated March 31, 2008 between Single Touch Interactive, Inc. and Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽³⁾

10.3	10.2	Security Agreement dated March 31, 2008 between Single Touch Interactive, Inc. and Hosting Site Network, Inc. (presently known as Single Touch Systems Inc.) ⁽³⁾

10.4	10.2	Addendum dated May 29, 2008 to March 31, 2008 Bridge Loan Agreement between Single Touch Interactive, Inc. and Single Touch Systems Inc. ⁽²⁾

10.5	10.3	Addendum dated May 29, 2008 to Bridge Loan Promissory Notes of Single Touch Interactive, Inc. ⁽²⁾

Exhibit No.	SEC Report Reference Number	Description

10.6	10.2	Second Addendum dated June 27, 2008 to March 31, 2008 Bridge Loan Agreement between Single Touch Interactive, Inc. and Single Touch Systems Inc. ⁽⁵⁾

10.7	10.3	Second Addendum dated June 27, 2008 to Bridge Loan Promissory Notes of Single Touch Interactive, Inc. ⁽⁵⁾

10.8	*	Escrow Agreement dated July 24, 2008 by and among Single Touch Systems Inc., Randall Lanham, and Gottbetter & Partners, LLP

10.9	*	Employment Agreement dated July 15, 2008 between Single Touch Interactive, Inc. and Anthony Macaluso

10.10	*	2008 Stock Plan

10.11	*	Service Agreement dated June 19, 2006 by and between Single Touch Interactive, Inc. and Boulevard Media Inc.

10.12	*	Service Agreement dated as of December 18, 2005 by and between Single Touch Interactive, Inc. and Motricity Inc.

14	14	Code of Ethics ⁽⁹⁾

21	*	List of Subsidiaries of Single Touch Systems Inc.

* Filed herewith.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

EXHIBIT 2.5

FOURTH ADDENDUM TO AGREEMENT AND PLAN OF MERGER AND

REORGANIZATION DATED MARCH 20, 2008 AMONG SINGLE TOUCH SYSTEMS

INC. (FORMERLY KNOWN AS HOSTING SITE NETWORK, INC.), SINGLE TOUCH

ACQUISITION CORP. AND SINGLE TOUCH INTERACTIVE, INC.

This Addendum is made and entered into as of the 22 ^nd day of July 2008. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them as in the Agreement and Plan of Merger and Reorganization.

WHEREAS, Sections 1.5 and 1.9 of the Agreement provide for the delivery by Parent, on the Closing Date, to the Escrow Agent of a certificate representing the Escrow Shares which are intended to secure the indemnification obligations of the Indemnifying Stockholders; and

WHEREAS, the Escrow Shares were intended to consist of 5% of the shares of Parent Common Stock into which the Company Shares were to be converted under the Agreement; and

WHEREAS, the parties have determined that in lieu of each Indemnifying Stockholder delivering 5% of their shares of Parent Common Stock as Escrow Shares that Anthony Macaluso, the principal shareholder of the Company, deliver, for the benefit of the Indemnifying Stockholders, 1,445,912 shares of Parent Common Stock issuable to him at Closing and that such 1,445,912 shares serve as the Escrow Shares under the Agreement.

NOW, THEREFORE, in consideration of the respective covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows:

1. At Closing, the Indemnifying Stockholders, with the exception of Anthony Macaluso, shall be entitled to receive 100% of the shares of Parent Common Stock into which the Company Shares are being converted pursuant to Section 1.5, pro rata in accordance with their respective holdings of Company Shares immediately prior to Closing. Anthony Macaluso shall be entitled to receive all of the shares of Parent Common Stock into which his Company Shares are being converted pursuant to Section 1.5, with the exception of 1,445,912 Company Shares which shall serve as the Escrow Shares for purposes of the Agreement.

2. All other terms of the Agreement and Plan of Merger and Reorganization shall continue with full force and effect.

3. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, this Addendum has been executed by the Parties as of the date first above written:

PARENT:
SINGLE TOUCH SYSTEMS INC.

By:	/s/ Scott Vicari	/s/ Anthony Macaluso
Name: Scott Vicari		ANTHONY MACALUSO
Title: President


ACQUISITION SUBSIDIARY:		COMPANY:
SINGLE TOUCH ACQUISITION CORP.		SINGLE TOUCH INTERACTIVE, INC.

By:	/s/ Scott Vicari	By:	/s/ Anthony Macaluso
Name: Scott Vicari		Name: Anthony Macaluso
Title: President		Title: Chief Executive Officer

EXHIBIT 2.6

FIFTH ADDENDUM TO AGREEMENT AND PLAN OF MERGER AND

REORGANIZATION DATED MARCH 20, 2008 AMONG SINGLE TOUCH SYSTEMS

INC. (FORMERLY KNOWN AS HOSTING SITE NETWORK, INC.), SINGLE TOUCH

ACQUISITION CORP. AND SINGLE TOUCH INTERACTIVE, INC.

This Addendum is made and entered into as of the 24 ^th day of July 2008. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them as in the Agreement and Plan of Merger and Reorganization.

WHEREAS, the Agreement provides for the issuance of up to 87,994,950 shares of Parent Common Stock to the stockholders, optionholders, warrantholders and noteholders of Single Touch Interactive, Inc. consisting of 41,467,517 shares to be issued at closing to Single Touch Interactive, Inc. stockholders and 46,527,433 shares of Parent Common Stock to be issued after Closing to Single Touch Interactive, Inc. warrantholders and noteholders upon the exercise or conversion of their Parent Warrants and Parent Notes; and

WHEREAS, the parties have determined to amend the Agreement to provide for the issuance of up to 90,994,987 shares of Parent Common Stock to the stockholders, optionholders, warrantholders and noteholders of Single Touch Interactive, Inc. consisting of 42,967,554 shares of Parent Common Stock to be issued at Closing to Single Touch Interactive, Inc. stockholders and 48,027,433 shares of Parent Common Stock issuable after Closing to Single Touch Interactive, Inc. warrantholders and noteholders upon the exercise or conversion of their Parent Warrants and Parent Notes; and

NOW, THEREFORE, in consideration of the respective covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows:

1. The Agreement is hereby amended to provide for the issuance of up to 90,990,987 shares of Parent Common Stock to the stockholders, optionholders, warrantholders and noteholders of Single Touch Interactive, Inc. consisting of 42,967,554 shares of Parent Common Stock to be issued at Closing to Single Touch Interactive, Inc. stockholders and 48,027,433 shares of Parent Common Stock issuable after Closing to Single Touch Interactive, Inc. warrantholders and noteholders upon the exercise or conversion of their Parent Warrants and Parent Notes.

2. All other terms of the Agreement and Plan of Merger and Reorganization shall continue with full force and effect.

3. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, this Addendum has been executed by the Parties as of the date first above written:

PARENT:
SINGLE TOUCH SYSTEMS INC.

By:	/s/ Scott Vicari
Name: Scott Vicari
Title: President


ACQUISITION SUBSIDIARY:		COMPANY:
SINGLE TOUCH ACQUISITION CORP.		SINGLE TOUCH INTERACTIVE, INC.

By:	/s/ Scott Vicari	By:	/s/ Anthony Macaluso
Name: Scott Vicari		Name: Anthony Macaluso
Title: President		Title: Chief Executive Officer

EXHIBIT 2.7

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Merger

(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ¨ and attach an 81/2" x 11" blank sheet containing the required information for each additional entity.

Single Touch Acquisition Corp.
Name of merging entity

Nevada		Corporation
Jurisdiction		Entity Type *

Name of merging entity


Jurisdiction		Entity Type *

Name of merging entity


Jurisdiction		Entity Type *

Name of merging entity


Jurisdiction		Entity Type *
and,
Single Touch Interactive, Inc.
Name of surviving entity
Nevada		Corporation
Jurisdiction		Entity Type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1

Revised: 7-1-08

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

Attn:

c/o:

3) (Choose one)

x The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

¨ The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

4) Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box ¨ and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity):

(a) Owner’s approval was not required from

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1

Revised: 7-1-08

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

(b) The plan was approved by the required consent of the owners of *:

Single Touch Acquisition Corp.

Name of merging entity, if applicable

and, or;

Single Touch Interactive, Inc.

Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1

Revised: 7-1-08

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1

Revised: 7-1-08

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

6) Location of Plan of Merger (check a or b):

(a) The entire plan of merger is attached;

or,

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date (optional)**:

July 24, 2008

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1

Revised: 7-1-08

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

8) Signatures· Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

(if there are more than four merging entities, check box ¨ and attach an 8 112" x 11" blank sheet containing the required information for each additional entity.):

Single Touch Acquisition Corp.
Name of merging entity

X /s/ Scott Vicari	President	7/24/08
Signature	Title	Date

Name of merging entity

X
Signature	Title	Date

Name of merging entity

X
Signature	Title	Date

Name of merging entity

X
Signature	Title	Date

Name of surviving entity

X /s/ Anthony Macaluso	President	7/24/08
Signature	Title	Date

The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State 92A Merger Page 1

Revised: 7-1-08

EXHIBIT 3.3

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

HOSTING SITE NETWORK, INC.

Under Section 242

of the

Delaware General Corporation Law

Hosting Site Network, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

First: That the name of the corporation (the “Corporation”) is Hosting Site Network, Inc.

Second: That article FIRST of the Certificate of Incorporation is hereby amended to read as follows:

“FIRST: The name of the corporation is Single Touch Systems Inc.”

Third: That article FOURTH of the Certificate of Incorporation is hereby amended to read, in its entirety, as follows:

“FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 205,000,000 of which 200,000,000 shares are designated as common stock, par value $.001 per share, and 5,000,000 shares of blank check preferred stock, par value $.0001 per share, none of which has been designated.

The preferred stock may be issued from time to time in one or more series or classes. The Board of Directors is hereby expressly authorized to provide by resolution or resolutions duly adopted prior to issuance, for the creation of each such series and class of preferred stock and to fix the designation and the powers, preferences, rights, qualifications, limitations, and restrictions relating to the shares of each such series. The authority of the Board of Directors with respect to each series of preferred stock shall include, but not be limited to, determining the following:

(a) the designation of such series, the number of shares to constitute such series and the stated value thereof if different from the par value thereof;

(b) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the term of such voting rights, which may be general or limited;

(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of Preferred Stock;

(d) whether the shares of such series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;

(e) the amount or amounts payable upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(f) whether the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other Corporation purposes and the terms and provisions relating to the operation thereof;

(g) whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of Preferred Stock or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such series or of any other series of Preferred Stock or of any other class; and

(i) any other powers, preferences and relative, participating, options and other special rights, and any qualifications, limitations and restrictions, thereof.

The powers, preferences and relative, participating optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. All shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof shall be cumulative.

Each issued and outstanding share of common stock, par value $.001 per share (“Old Common Stock”), outstanding as of the close of business on May 14, 2008 (the “Effective Date”) shall automatically, without any action on the part of the holder of the Old Common Stock, be converted into .4347826 of a share of Common Stock, par value $.001 per share (“New Common Stock”). Immediately following the reverse split, the aggregate number of shares of New Common Stock held by each holder of New Common Stock shall be calculated. Thereafter, all such holders otherwise entitled to receive a fractional share of New Common Stock will receive a full share of New Common Stock in lieu of such fractional share as each fractional share will be rounded up and become a whole share. Each holder of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and after the Effective Date, be entitled to receive a certificate or certificates (the “New Certificates”) representing the shares of New Common Stock into which the shares of Old Common Stock formerly represented by such Old Certificates are converted under the terms hereof. Prior to the Effective Date, there are 8,273,500 shares of Old Common Stock issued and outstanding shares. Following the effectuation of the reverse stock split on the Effective Date, there will be approximately 3,597,174 issued and outstanding shares of New Common Stock. The 8,273,500 shares of Old Common Stock are hereby changed into approximately 3,597,174 shares of New Common Stock at the rate of one share of New Common Stock for every 2.3 shares of Old Common Stock.”

Fourth: That thereafter, pursuant to resolutions of the board of directors, the amendments were authorized by resolutions adopted by the affirmative vote of the stockholders holding not less than the necessary number of shares required by written consent to so authorize, all in accordance with Section 228 of the General Corporation Law of the State of Delaware.

Fifth: That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

Sixth: That the capital of the corporation shall not be reduced under or by reason of said amendments.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 12 ^th day of May, 2008.

HOSTING SITE NETWORK, INC.

By:	/s/ Scott Vicari
	Scott Vicari, President

EXHIBIT 4.8

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW. IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS.

_______ shares of Common Stock

CLASS A

WARRANT FOR THE PURCHASE OF

SHARES OF COMMON STOCK

SINGLE TOUCH SYSTEMS INC.

(A Delaware corporation)

FOR VALUE RECEIVED, Single Touch Systems Inc. ("Company"), hereby certifies that __________ or his, her or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or from time to time during the 18-month period commencing on July 24, 2008 and expiring on January 23, 2010, _______ shares of Common Stock, $0.001 par value, of the Company ("Common Stock"), at purchase price of $ 1.60 per share. The number of shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Exercise Price," respectively.

1. Exercise

1.1 Procedure for Exercise . This Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise.

1.2 Date of Exercise . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

1.3 Issuance of Certificate . As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of full shares of Warrant Shares to which such Holder shall be entitled upon such exercise (subject to Section 3 hereof), and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, stating on the face or faces thereof the number of shares currently stated on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise as provided in subsection 1.1 above.

2. Adjustments .

2.1 Split, Subdivision or Combination of Shares . If the outstanding shares of the Company's Common Stock at any time while this Warrant remains outstanding and unexpired shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or split or immediately after the record date of such dividend (as the case may be), shall be proportionately decreased. If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse split shall, simultaneously with the effectiveness of such combination or reverse split, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

2.2 Reclassification Reorganization, Consolidation or Merger . In the case of any reclassification of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2.1 above), or any reorganization, consolidation or merger of the Company with or into another corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), or a transfer of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, lawful provision shall be made so that the Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof, the kind and amount of shares of stock or other securities or property which such Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, as the case may be, such Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder of this Warrant such that the provisions set forth in this Section 2 (including provisions with respect to the Exercise Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

2.3 Price Adjustment . No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

2.4 No Impairment . The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such actions as may be necessary or appropriate in order to protect against impairment of the rights of the Holder of this Warrant to adjustments in the Exercise Price.

2.5 Notice of Adjustment . Upon any adjustment of the Exercise Price or extension of the Warrant exercise period, the Company shall forthwith give written notice thereto to the Holder of this Warrant describing the event requiring the adjustment, stating the adjusted Exercise Price and the adjusted number of shares purchasable upon the exercise hereof resulting from such event, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

3. Fractional Shares . The Company shall not be required to issue fractions of shares of Common Stock upon exercise. If any fractions of a share would, but for this Section 3, be issuable upon any exercise, in lieu of such fractional share the Company shall round up or down to the nearest whole number.

4. Limitation on Sales . Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, reasonably acceptable to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SHARES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS.

5. Registration Rights . Pursuant to the term of the convertible note that was converted into units consisting, in part, of this Class A Warrant, and subject to Securities Act Rule 415 registration restrictions, the Company has agreed to use its best efforts to file a registration statement within 60 days of the date of this Class A Warrant to register the Common Stock for resale.

6. Notices of Record Date . In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

7. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such shares of Common Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.

8. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

9. Transfers, etc .

9.1 Warrant Register . The Company will maintain a register containing the names and addresses of the Holders of this Warrant. Any Holder may change its, his or her address as shown on the warrant register by written notice to the Company requesting such change.

9.2 Holder . Until any transfer of this Warrant is made in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

10. No Rights as Stockholder . Until the exercise of this Warrant, the Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

11. Successors . The rights and obligations of the parties to this Warrant will inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns, pledgees, transferees and purchasers. Without limiting the foregoing, the registration rights set forth in this Warrant shall inure to the benefit of the Holder and all the Holder’s successors, heirs, pledgees, assignees, transferees and purchasers of this Warrant and the Warrant Shares.

12. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

13. Headings . The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

14. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of New York as such laws are applied to contracts made and to be fully performed entirely within that state between residents of that state.

15. Jurisdiction and Venue . The Company (i) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant shall be instituted exclusively in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding, and the Company further agrees to accept and acknowledge service or any and all process which may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any suit, action or proceeding.

16. Mailing of Notices, etc . All notices and other communications under this Warrant (except payment) shall be in writing and shall be sufficiently given if sent to the Holder or the Company, as the case may be, by hand delivery, private overnight courier, with acknowledgment of receipt, or by registered or certified mail, return receipt requested, as follows:

Holder:	To Holder’s address on page 1 of this Warrant
	Attention: Name of Holder

The Company:	To the Company’s Principal Executive Offices
	Attention: President

or to such other address as any of them, by notice to the others may designate from time to time. Time shall be counted to, or from, as the case may be, the delivery in person or by overnight courier or five (5) business days after mailing.

SINGLE TOUCH SYSTEMS INC.

By:
Name: Scott Vicari
Title: President

NOTICE OF EXERCISE

TO: Single Touch Systems Inc.

1. The undersigned hereby elects to purchase ________ shares of the Single Touch Systems Inc., pursuant to terms of the attached Warrant, and tenders herewith payment of the Exercise Price of such shares in full, together with all applicable transfer taxes, if any.

2. Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below:

3. The undersigned represents that it will sell the shares of Common Stock pursuant to an effective Registration Statement under the Securities Act of 1933, as amended, or an exemption from registration thereunder.

(Name)

(Address)

(Taxpayer Identification Number)

(Print Name of Holder)

By:

Title:

Date:

EXHIBIT 4.9

_______ shares of Common Stock

CLASS B

WARRANT FOR THE PURCHASE OF

SHARES OF COMMON STOCK

SINGLE TOUCH SYSTEMS INC.

(A Delaware corporation)

FOR VALUE RECEIVED, Single Touch Systems Inc. ("Company"), hereby certifies that __________ or his, her or its registered assigns ("Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at any time or from time to time during the 36-month period commencing on July 24, 2008 and expiring on July 23, 2011, _______ shares of Common Stock, $0.001 par value, of the Company ("Common Stock"), at purchase price of $2.05 per share. The number of shares of Common Stock purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Exercise Price," respectively.

17. Exercise

17.1 Procedure for Exercise . This Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the Notice of Exercise Form attached hereto duly executed by such Holder) at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such exercise.

17.2 Date of Exercise . Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

17.3 Issuance of Certificate . As soon as practicable after the exercise of the purchase right represented by this Warrant, the Company at its expense will use its best efforts to cause to be issued in the name of, and delivered to, the Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of full shares of Warrant Shares to which such Holder shall be entitled upon such exercise (subject to Section 3 hereof), and

18. Adjustments .

18.1 Split, Subdivision or Combination of Shares . If the outstanding shares of the Company's Common Stock at any time while this Warrant remains outstanding and unexpired shall be subdivided or split into a greater number of shares, or a dividend in Common Stock shall be paid in respect of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or split or immediately after the record date of such dividend (as the case may be), shall be proportionately decreased. If the outstanding shares of Common Stock shall be combined or reverse-split into a smaller number of shares, the Exercise Price in effect immediately prior to such combination or reverse split shall, simultaneously with the effectiveness of such combination or reverse split, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

18.2 Reclassification Reorganization, Consolidation or Merger . In the case of any reclassification of the Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2.1 above), or any reorganization, consolidation or merger of the Company with or into another corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), or a transfer of all or substantially all of the assets of the Company, or the payment of a liquidating distribution then, as part of any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, lawful provision shall be made so that the Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof, the kind and amount of shares of stock or other securities or property which such Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger, sale or liquidating distribution, as the case may be, such Holder had held the number of shares of Common Stock which were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder of this Warrant such that the provisions set forth in this Section 2 (including provisions with respect to the Exercise Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.

18.3 Price Adjustment . No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

18.4 No Impairment . The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such actions as may be necessary or appropriate in order to protect against impairment of the rights of the Holder of this Warrant to adjustments in the Exercise Price.

18.5 Notice of Adjustment . Upon any adjustment of the Exercise Price or extension of the Warrant exercise period, the Company shall forthwith give written notice thereto to the Holder of this Warrant describing the event requiring the adjustment, stating the adjusted Exercise Price and the adjusted number of shares purchasable upon the exercise hereof resulting from such event, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

19. Fractional Shares . The Company shall not be required to issue fractions of shares of Common Stock upon exercise. If any fractions of a share would, but for this Section 3, be issuable upon any exercise, in lieu of such fractional share the Company shall round up or down to the nearest whole number.

20. Limitation on Sales . Each holder of this Warrant acknowledges that this Warrant and the Warrant Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise in the absence of (a) an effective registration statement under the Act as to this Warrant or such Warrant Shares or (b) an opinion of counsel, reasonably acceptable to the Company, that such registration and qualification are not required. The Warrant Shares issued upon exercise thereof shall be imprinted with a legend in substantially the following form:

21. Registration Rights . Pursuant to the term of the convertible note that was converted into units consisting, in part, of this Class B Warrant, and subject to Securities Act Rule 415 registration restrictions, the Company has agreed to use its best efforts to file a registration statement within 60 days of the date of this Class B Warrant to register the Common Stock for resale.

22. Notices of Record Date . In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

23. Reservation of Stock . The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such shares of Common Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.

24. Replacement of Warrants . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

25. Transfers, etc .

25.1 Warrant Register . The Company will maintain a register containing the names and addresses of the Holders of this Warrant. Any Holder may change its, his or her address as shown on the warrant register by written notice to the Company requesting such change.

25.2 Holder . Until any transfer of this Warrant is made in the warrant register, the Company may treat the Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

26. No Rights as Stockholder . Until the exercise of this Warrant, the Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

27. Successors . The rights and obligations of the parties to this Warrant will inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns, pledgees, transferees and purchasers. Without limiting the foregoing, the registration rights set forth in this Warrant shall inure to the benefit of the Holder and all the Holder’s successors, heirs, pledgees, assignees, transferees and purchasers of this Warrant and the Warrant Shares.

28. Change or Waiver . Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

29. Headings . The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

30. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of New York as such laws are applied to contracts made and to be fully performed entirely within that state between residents of that state.

31. Jurisdiction and Venue . The Company (i) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant shall be instituted exclusively in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding, and the Company further agrees to accept and acknowledge service or any and all process which may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any suit, action or proceeding.

32. Mailing of Notices, etc . All notices and other communications under this Warrant (except payment) shall be in writing and shall be sufficiently given if sent to the Holder or the Company, as the case may be, by hand delivery, private overnight courier, with acknowledgment of receipt, or by registered or certified mail, return receipt requested, as follows:

Holder:	To Holder’s address on page 1 of this Warrant
	Attention: Name of Holder

The Company:	To the Company’s Principal Executive Offices
	Attention: President

SINGLE TOUCH SYSTEMS INC.

By:
Name: Scott Vicari
Title: President

NOTICE OF EXERCISE

TO: Single Touch Systems Inc.

2. Please issue a certificate or certificates representing said shares of the Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

(Taxpayer Identification Number)

(Print Name of Holder)

By:

Title:

Date:

EXHIBIT 4.10

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION STATEMENT IN THE EFFECT WITH RESPECT TO THE SECURITIES OF DELIVERY TO THE COMPANY OF AN OPINION OF COUSEL IN FORM AND SUBSTANCE SATISFACTORY THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

THIS WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN AGREEMENT, BETWEEN THE COMPANY AND THE HOLDER, DATED June 23, 2008.

WARRANT TO PURCHASE COMMON STOCK

SINGLE TOUCH INTERACTIVE, INC.

Date of Issuance: June 23, 2008

Single Touch Interactive, Inc., a Nevada corporation (“the Company”), hereby certifies that for value received (including any successors and assigns, “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (including any corporation which shall succeed to or assume the obligations of the Company hereunder) at any time or from time to time before 5:00 PM Pacific time, on June 22, 2011 (the “Expiration Date”) ( ) fully paid and nonassessable shares of Common Stock of the Company; the purchase price per share of such Common Stock upon exercise of this Warrant shall be eighty-eight cents ($.88) (the “Purchase Price”), subject to the adjustment as provided herein. This Warrant is issued pursuant to a Note by and between the Company and Holder; and Board Resolution dated as of the date hereof.

1. Initial Exercise Date; Expiration. This Warrant may be exercised by the Holder at any time or from time to time before 5:00 PM, Pacific Time, on June 22, 2011 (the “Exercise Period”).

2. Exercise of Warrant; Partial Exercise. This Warrant may be exercised in full or in part by the Holder by surrender of this Warrant, together with the form of subscription letter attached hereto as Schedule 1, duly executed by the Holder to the Company at its principal office, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, of the Purchase Price of the shares of Common Stock to the purchased hereunder. For any partial exercise hereof, the Holder shall designate in the subscription letter delivered to the Company the number of shares of Common Stock that it wishes to purchase. On any such partial exercise, the Company at its expense shall forthwith issue and deliver to the Holder a new warrant of like tenor, in the name of the Holder, which shall be exercisable for such number of shares of Common Stock represented by this Warrant which have not been purchased upon such exercise.

3. When Exercise Effective. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant is surrendered to the Company together with the subscription letter and Purchase Price as provided in Section 2.

4. Delivery on Exercise. As soon as practicable after the exercise of this Warrant in full or in part, the Company will cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates for the number of fully paid and nonassessable full shares of Common Stock to which the Holder shall be entitled on such exercise.

5. Adjustments to Conversion Price. The number and kind of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant and the Purchase Price shall be subject to adjustment from time to time upon happening of certain events, as follows:

5.1 Dividends, Distributions, Stock Splits or Combinations. If the Company shall at any time or from time to time after the date hereof (a) make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of common or preferred stock (as the case my be), (b) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock or (c) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then and in each such event the Purchase Price then in effect and the number of shares issuable upon exercise of the Warrant shall be appropriately adjusted.

5.2 Reclassification or Reorganization. If the Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than subdivision or combination of shares or stock dividend provided for in Section 5.1 above, or a reorganization, merger, consolidation or sale of assets provided for in Section 5.3 below, then and in each event the Holder shall be entitled to receive upon the exercise of the Warrant the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or other change, to which a holder of the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such reorganization, reclassification or other change, subject to further adjustments as provided herein.

5.3 Merger, Consolidation or sale of Assets. If at any time or from time to time there shall be a capital reorganization of the common Stock (other than a subdivision, merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s assets and properties to any other person or entity (collectively, a “Sale Transaction”), then as a part of such Sale Transaction, provision shall be made so that the Holder shall thereafter be entitled to receive upon the exercise of this Warrant, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such Sale Transaction, to which a holder of the number of shares of common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant would have received if this Warrant had been exercised immediately prior to such Sale Transaction. Notwithstanding the foregoing, in the event the acquiring entity in a Sale Transaction does not agree to assume this Warrant, then this Warrant shall expire immediately prior to such Sale Transaction. The Company shall notify the Holder of a Sale Transaction at least ten (10) days prior to the closing of such Sale Transaction, and if the Company fails to deliver such written notice, then notwithstanding anything to the contrary in this Warrant, this Warrant shall not expire until the Company complies with such notice provisions. If such closing does not take place, the Company shall promptly notify the Holder that such proposed transaction has been terminated, and the Holder may rescind any exercise of its purchase rights promptly after such notice of termination if the exercise of the Warrant occurred after the Company notified the Holder of the Sale Transaction.

5.4 Notice of Adjustments and Record Dates. The company shall promptly notify the holder in writing of each adjustment or readjustment of the Purchase Price and the number of shares of Common Stock (or any shares of stock or other securities which may be) issuable upon the exercise of the Warrant. Such notice shall state the adjustment or readjustment and show in reasonable detail the facts on which that adjustment or readjustment is based. In the event of any taking by the Company of a record of the holders of Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall notify Holder in writing of such record date at least ten (10) days prior to the date specified therein.

5.5 When Adjustments To Be Made. All calculations under this Section 5.5 shall be made to the nearest cent. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

5.6 Certain Other Events. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provision, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Purchase Price the total number, class and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment.

6. Replacement of Warrants. On receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of any indemnity agreement reasonably satisfactory in form and amount to the company or, in the case of any such mutilation, on surrender and cancellation of such Warrant the Company at its expense will execute and deliver to the Holder, in lieu thereof, a new Warrant of like tenor.

7. No Rights or Liability as a Shareholder. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company. No provisions hereof, in the absence of affirmative action by the Holder to purchase common Stock, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder as a shareholder of the Company.

8. Market Standoff. If requested by the Company and an underwriter of common stock of the Company, the Holder shall not, without the consent of such underwriter, sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the underwriters not to exceed on hundred eighty (180) days (“Restricted Period”) following the effective date of the initial registration statement of the Company filed under the Securities Act of 1933, as amended. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of the Restricted Period.

9. Miscellaneous.

Transfer of Warrant. This Warrant is not transferable or assignable by Holder without the written consent of the Company that can be withheld at its sole discretion, and is further subject to the requirement (i) that any such assignment or transfer be, in the reasonable opinion of the Company’s counsel, in full compliance with applicable state and federal securities laws. All covenants, agreements and undertakings in the Warrant by or on behalf of any of the parties shall bind and inure to the benefit of the respective successors and assigns of the parties whether so expressed or not.

Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or on a particular instance and either retroactively or prospectively), only with the written consent of the company and the Holder.

Governing Law. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF , Single Touch Interactive, Inc. caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: ____________

Single Touch Interactive, Inc.

By:
	Anthony G. Macaluso
Its:	Chief Executive Officer

SCHEDULE 1

FORM OF SUBSCRIPTION

(To be signed only on exercise of Warrant)

To: Single Touch Interactive, Inc.

The undersigned, the holder of the Warrant attached hereto, hereby irrevocably elects to exercise the purchase rights represented by such Warrant for, and to purchase thereunder, shares of common stock of Single Touch Interactive, Inc., and herewith makes payment of $ therefore (by delivery of a check for $ in cash) (by delivery of $ in cash by wire transfer to an account designated by Single Touch Interactive, Inc.)

The undersigned requests that he certificates for such shares be issued in the name of, and delivered to , whose address is .

(Signature must conform in all respects to the name of the Holder as specified on the face of the Warrant unless the Warrant has been transferred in accordance with Section 9.1 thereof.)

Print Name

Address

Dated:

EXHIBIT 4.11

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT IN ANY VIOLATION OF SUCH LAWS OR AFFECT THE LEGALITY OF THEIR ISSUANCE.

CONVERTIBLE PROMISSORY NOTE

US$2,319,511.64

July 24, 2008

FOR VALUE RECEIVED, the undersigned, Single Touch Interactive, Inc., a Nevada corporation (the "Obligor"), hereby promises to pay to the order of Anthony and Nicole Macaluso, P.O. Box 7034 Rancho Santa Fe, CA 92067 (the "Holder"), the principal sum of Two Million Three Hundred Thousand Five Hundred Eleven Dollars and Sixty Four Cents ($2,319,511.64) payable as set forth below. The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of 8% per annum, which interest shall be payable monthly. Interest shall be calculated on the basis of the year of 365 days and for the number of days actually elapsed. The payments of principal and interest hereunder shall be made in coin or currency of the United States of America which at the time of payment shall be legal tender therein for the payment of public and private debts.

This Note shall be subject to the following additional terms and conditions:

1. Payments . Subject to Section 2 hereof, all principal shall be due on demand of the Holder or hereunder in one (1) installment on July 15, 2010 (the "Maturity Date"). In the event that any payment to be made hereunder shall be or become due on Saturday, Sunday or any other day which is a legal bank holiday under the laws of the Unites States, such payment shall be or become due on the next succeeding business day.

2. Prepayment . The Obligor and the Holder understand and agree that the principal amount of this Note may not be prepaid by the Obligor prior to the maturity date without the express written consent of the Holder. Such consent shall be at the sole discretion of the holder.

3. Conversion .

(a) This Note, excluding accrued interest, shall be convertible into shares of the Obligor's common stock, par value $0.001 per share ("Common Stock"), at a conversion price of Eight Cents ($0.08) per share (the "Conversion Price") at the option of the Holder in whole or in part at any time. The Holder shall effect conversions by surrendering to the Company the Note and by delivering to the Company a conversion notice in the form attached hereto as Exhibit A (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of principal and interest to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice by facsimile (the "Conversion Date"). If the Holder is converting less than the entire principal and interest amount of this Note, then the Obligor shall deliver to the Holder a new Note for such principal and interest amount as has not been converted with two (2) business days of the Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable.

(b) Not later than five (5) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the principal amount of this Note, including certificates representing the number of shares of Common Stock as equals the accrued but unpaid interest thereon divided by the Conversion Price.

(c) Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be subject to trading restrictions on the stock transfer books of the Obligor. The Obligor shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until the Note is delivered for conversion to the Company, or until the Holder notifies the Obligor that this Note has been lost, stolen or destroyed and provides a bond and other supporting documentation reasonably satisfactory to the Obligor (or other adequate security reasonably acceptable to the Obligor).

(d) The Obligor covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock, or its authorized and issued Common Stock held in its treasury, solely for the purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, such number of shares of Common Stock as is equal to the number of shares of Common Stock as shall be issuable upon the conversion of the principal amount of this Note. The Obligor covenants that all shares of Common Stock that shall be so issuable shall, upon issuance thereof, be duly and validly authorized, issued and fully paid, and nonassessable.

(e) Upon a conversion hereunder the Obligor shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may either make a cash payment in respect of any final fraction of a share based on the Conversion Price or round up to the next whole share of Common Stock.

(f) The issuance of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the original Holder.

(g) Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the attention of the Chief Executive Officer of the Obligor at the facsimile telephone number or address of the principal place of business of the Obligor. Any and all notices or other communications or deliveries to be provided by the Obligor hereunder shall be in writing and delivered personally, by facsimile, sent by a nationally recognized overnight courier service or sent by certified or registered mail, postage prepaid, addressed to the Holder at the facsimile telephone number or address of the Holder appearing on the books of the Obligor, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if delivered via facsimile prior to 4:30 p.m. (Pacific Time) on a business day, (ii) the business day after the date of transmission, if delivered via facsimile later than 4:30 p.m. (Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such date, (iii) one (1) business day following the date of sending, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

4. No Waiver . No failure or delay by the Holder in exercising any right, power or privilege under the Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. No course of dealing between the Obligor and the Holder shall operate as a waiver of any rights by the Holder.

5. Waiver of Presentment and Notice of Dishonor . The Obligor and all endorsers, guarantors and other parties that may be liable under this Note hereby waive presentment, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

6. Place of Payment . All payments of principal of this Note and the interest due hereon shall be made at such place as the Holder may from time to time designate in writing.

7. Events of Default . The entire unpaid principal amount of this Note and the interest due hereon shall, at the option of the Holder exercised by written notice to the Obligor forthwith become and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice:

(a) if default shall be made in the due and punctual payment of the principal of this Note and the interest due thereon when and as the same shall become due and payable, whether at maturity, or by acceleration or otherwise, and such default have continued for a period of five (5) days;

(b) if the Obligor shall:

(i)

admit in writing its inability to pay its debts generally as they become due;

(ii)

file a petition in bankruptcy or petition to take advantage of any insolvency act;

(iii)

make assignment for the benefit of creditors;

(iv)

consent to the appointment of a receiver of the whole or any substantial part of its property;

(v)

on a petition in bankruptcy filed against it, be adjudicated a bankrupt;

(vi)

file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof; or

(c) if the court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any substantial part of the Obligor's property, and such other, judgment or decree shall not be vacated or set aside or stayed with ninety (90) days from the date of entry thereof;

(d) if, under the provisions of any other law for the relief or aid of debtors, any court or competent jurisdiction shall assume custody or control of the whole or any substantial part of Obligor's property and such custody or control shall not be terminated or stayed within (90) days from the date of assumption of such custody or control; and

(e) if (i) the Company sells, licenses, or otherwise transfers all or substantially all of its assets or (ii) merges with or into another entity in a change of control transaction.

8. Remedies . In case any one or more of the Events of Default specified in Section 7 hereof shall have occurred and be continuing, the Holder may proceed to protect and enforce its rights whether by suit and/or equity and/or by action law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the Holder may proceed to enforce the payment of all sums due upon the Note or enforce any other legal or equitable right of the Holder.

9. Registration Rights . Holder shall have unlimited piggyback rights, subject to the Company having first priority to issue primary shares on Company-initiated registrations. The Company will pay all expenses, etc. relating to the piggyback registrations, and will provide appropriate indemnification.

10. Severability . In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11. Governing Law This Note and the right and obligations of the Obligor and the Holder shall be governed by and construed in accordance with the laws of the State of California. Any action to enforce this Note shall be in the federal or state court sitting in San Diego County.

IN WITNESS WHEREOF, Single Touch Interactive, Inc. has signed this Note as of the 24 ^th day of July 2008.

OBLIGOR:

Single Touch Interactive, Inc.

By:		/s/ Anthony Macaluso
		Anthony Macaluso
		President and Chief Executive Officer

		/s/ Larry Dunn
		Larry Dunn
		Director

		/s/ Richard Siber
		Richard Siber
		Director

EXHIBIT 4.12

CONVERTIBLE PROMISSORY NOTE

US$561,558

July 24, 2008

FOR VALUE RECEIVED, the undersigned, Single Touch Interactive, Inc., a Nevada corporation (the "Obligor"), hereby promises to pay to the order of Activate, Inc., 2235 Carson St., Suite 2202, Carson City, NV 89706 (the "Holder"), the principal sum of Five Hundred Sixty One Thousand Five Hundred Fifty-Eight Dollars ($561,558) payable as set forth below. The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of 8% per annum, which interest shall be payable monthly. Interest shall be calculated on the basis of the year of 365 days and for the number of days actually elapsed. The payments of principal and interest hereunder shall be made in coin or currency of the United States of America which at the time of payment shall be legal tender therein for the payment of public and private debts.

This Note shall be subject to the following additional terms and conditions:

3. Conversion .

6. Place of Payment . All payments of principal of this Note and the interest due hereon shall be made at such place as the Holder may from time to time designate in writing.

(b) if the Obligor shall:

(i)

admit in writing its inability to pay its debts generally as they become due;

(ii)

file a petition in bankruptcy or petition to take advantage of any insolvency act;

(iii)

make assignment for the benefit of creditors;

(iv)

consent to the appointment of a receiver of the whole or any substantial part of its property;

(v)

on a petition in bankruptcy filed against it, be adjudicated a bankrupt;

(vi)

(e) if (i) the Company sells, licenses, or otherwise transfers all or substantially all of its assets or (ii) merges with or into another entity in a change of control transaction.

IN WITNESS WHEREOF, Single Touch Interactive, Inc. has signed this Note as of the 24 ^th day of July 2008.

OBLIGOR:

Single Touch Interactive, Inc.

By:		/s/ Anthony Macaluso
		Anthony Macaluso
		President and Chief Executive Officer

		/s/ Larry Dunn
		Larry Dunn
		Director

		/s/ Richard Siber
		Richard Siber
		Director

EXHIBIT 4.13

CONVERTIBLE PROMISSORY NOTE

US$73,445

July 24, 2008

FOR VALUE RECEIVED, the undersigned, Single Touch Interactive, Inc., a Nevada corporation (the "Obligor"), hereby promises to pay to the order of Activate Sports, LLC, 2235 Carson St., Suite 2202, Carson City, NV 89706 (the "Holder"), the principal sum of Seventy three Thousand Four Hundred Forty-Five Dollars ($73,445) payable as set forth below. The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of 8% per annum, which interest shall be payable monthly. Interest shall be calculated on the basis of the year of 365 days and for the number of days actually elapsed. The payments of principal and interest hereunder shall be made in coin or currency of the United States of America which at the time of payment shall be legal tender therein for the payment of public and private debts.

This Note shall be subject to the following additional terms and conditions:

3. Conversion .

6. Place of Payment . All payments of principal of this Note and the interest due hereon shall be made at such place as the Holder may from time to time designate in writing.

(b) if the Obligor shall:

(i)

admit in writing its inability to pay its debts generally as they become due;

(ii)

file a petition in bankruptcy or petition to take advantage of any insolvency act;

(iii)

make assignment for the benefit of creditors;

(iv)

consent to the appointment of a receiver of the whole or any substantial part of its property;

(v)

on a petition in bankruptcy filed against it, be adjudicated a bankrupt;

(vi)

(e) if (i) the Company sells, licenses, or otherwise transfers all or substantially all of its assets or (ii) merges with or into another entity in a change of control transaction.

IN WITNESS WHEREOF, Single Touch Interactive, Inc. has signed this Note as of the 24 ^th day of July 2008.

OBLIGOR:

Single Touch Interactive, Inc.

By:		/s/ Anthony Macaluso
		Anthony Macaluso
		President and Chief Executive Officer

		/s/ Larry Dunn
		Larry Dunn
		Director

		/s/ Richard Siber
		Richard Siber
		Director

EXHIBIT 10.8

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”) is entered into as of July 24, 2008, by and among Single Touch Systems Inc., a Delaware corporation (the “Parent”), Randall Lanham (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).

WHEREAS, the Parent has entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Single Touch Interactive, Inc., a Nevada corporation (the “Company”), (i) pursuant to which a wholly-owned subsidiary of the Parent will merge with and into the Company, with the Company surviving the merger and (ii) as a result of which the Company will become a wholly-owned subsidiary of the Parent;

WHEREAS, the Merger Agreement provides that an escrow account will be established to secure the indemnification obligations of the stockholders of the Company as of the Closing Date, as such term is defined in the Merger Agreement (collectively, the “Indemnifying Stockholders”), to the Parent; and

WHEREAS, the parties hereto desire to establish the terms and conditions pursuant to which such escrow account will be established and maintained.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Consent of Company Stockholders . The Indemnifying Stockholders have, either by virtue of their approval of the Merger Agreement or through the execution of an instrument to such effect, consented to: (a) the establishment of this escrow to secure the Indemnifying Stockholders’ indemnification obligations under Article 6 of the Merger Agreement in the manner set forth herein, (b) the appointment of the Indemnification Representative as their representative for purposes of this Agreement and as attorney-in-fact and agent for and on behalf of each Indemnifying Stockholder, and the taking by the Indemnification Representative of any and all actions and the making of any decisions required or permitted to be taken or made by him under this Agreement and (c) all of the other terms, conditions and limitations in this Agreement.

Escrow and Indemnification .

Escrow of Shares . Simultaneously with the execution of this Agreement, the Parent shall deposit with the Escrow Agent certificates representing 1,445,912 shares of common stock of the Parent, as determined pursuant to the Merger Agreement, issued in the name of the Escrow Agent or its nominee. The Escrow Agent hereby acknowledges receipt of such stock certificates. The shares deposited with the Escrow Agent pursuant to the first sentence of this Section 2(a) are referred to herein as the “Escrow Shares.” The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to hold the Escrow Shares in an escrow account (the “Escrow Account”), subject to the terms and conditions of this Agreement.

Indemnification . The Indemnifying Stockholders have agreed in Section 6.1 of the Merger Agreement to indemnify and hold harmless the Parent from and against certain Damages (as defined in Section 6.1 of the Merger Agreement). The Escrow Shares shall be (i) security for such indemnity obligation of the Indemnifying Stockholders, subject to the limitations, and in the manner provided, in this Agreement and the Merger Agreement and (ii) shall be the exclusive means for the Parent to collect any Damages with respect to which the Parent is entitled to indemnification under Article VI of the Merger Agreement.

Dividends, Etc. Any securities distributed in respect of or in exchange for any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be distributed by the Escrow Agent to the Indemnifying Stockholders in accordance with Section 3(c) in direct proportion to the number of Escrow Shares delivered by each Indemnifying Stockholder.

Voting of Shares . The Indemnification Representative shall have the right, in his sole discretion, on behalf of the Indemnifying Stockholders, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Indemnification Representative shall have no obligation to solicit consents or proxies from the Indemnifying Stockholders for purposes of any such vote.

Transferability . The respective interests of the Indemnifying Stockholders in the Escrow Shares shall not be assignable or transferable, other than by operation of law. Notice of any such assignment or transfer by operation of law shall be given to the Escrow Agent and the Parent, and no such assignment or transfer shall be valid until such notice is given.

Distribution of Escrow Shares .

The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representatives and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof.

Within five business days after July 24, 2009 (the “Termination Date”), the Escrow Agent shall, automatically, without any notice required, distribute to the Indemnifying Stockholders all of the Escrow Shares then held in escrow, registered in the names of the Indemnifying Stockholders in direct proportion to the number of Escrow Shares delivered by each Indemnifying Stockholder. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow Agent a copy of a Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, or if the Parent has previously delivered to the Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to the Claimed Amount (as hereinafter defined) covered by such Claim Notice or equal to the estimated amount of Damages set forth in such Expected Claim Notice, as the case may be. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. For purposes of this Agreement, a Claim Notice means a written notification under the Merger Agreement given by the Parent to the Indemnifying Stockholders which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent, (ii) a statement that the Parent is entitled to indemnification under Article 6 of the Merger Agreement for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty.

Distributions to the Indemnifying Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on the books of the Parent (or such other address as may be provided in writing to the Escrow Agent by any such holder). No fractional Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representatives shall have the authority to effect such rounding in such a manner that the total number of whole Escrow Shares to be distributed equals the number of Escrow Shares then held in the Escrow Account).

Valuation of Escrow Shares . For purposes of this Agreement, the “Value” of any Escrow Shares shall be $1.25 per share, multiplied by the number of such Escrow Shares.

Fees and Expenses of Escrow Agent . The Parent shall pay the fees and expenses of the Escrow Agent for the services to be rendered by the Escrow Agent hereunder, which fees shall not exceed $1,000 in the aggregate.

Limitation of Escrow Agent’s Liability .

The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.

The Parent and the Indemnifying Stockholders agree to indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with its carrying out of its duties hereunder. The Parent, on the one hand, and the Indemnifying Stockholders, on the other hand, shall each be liable for one-half of such amounts.

Liability and Authority of Indemnification Representatives; Successors and Assignees .

The Indemnification Representative shall not incur any liability to the Indemnifying Stockholders with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or gross negligence. The Indemnification Representative may, in all questions arising under this Agreement, rely on the advice of counsel and the Indemnification Representative shall not be liable to the Indemnifying Stockholders for anything done, omitted or suffered in good faith by the Indemnification Representative based on such advice.

In the event of the death or permanent disability of the Indemnification Representative, or his resignation as an Indemnification Representative, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying Stockholders, with each such Indemnifying Stockholder (or his, her or its successors or assigns) to be given a vote equal to the number of votes represented by the shares of stock of the Company held by such Indemnifying Stockholder immediately prior to the effective time of the share purchase under the Merger Agreement. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representative, and the term “Indemnification Representative” as used herein shall be deemed to include each successor Indemnification Representative.

The Indemnification Representative shall have full power and authority to represent the Indemnifying Stockholders, and their successors, with respect to all matters arising under this Agreement and Article 6 of the Merger Agreement and all actions taken by the Indemnification Representative hereunder or under Article 6 of the Merger Agreement shall be binding upon the Indemnifying Stockholders, and their successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Indemnification Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement, to compromise any claims asserted hereunder and to authorize any release of the Escrow Shares to be made with respect thereto, on behalf of the Indemnifying Stockholders and their successors.

The Escrow Agent may rely on the Indemnification Representative as the exclusive agent of the Indemnifying Stockholders under this Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in good faith reliance thereon.

Amounts Payable by Indemnifying Stockholders . The amounts payable by the Indemnifying Stockholders to the Escrow Agent under this Agreement (i.e., the indemnification obligations pursuant to Section 6(b)) shall be payable solely as follows. The Escrow Agent shall notify the Indemnification Representative of any such amount payable by the Indemnifying Stockholders as soon as it becomes aware that any such amount is payable, with a copy of such notice to the Parent. On the sixth business day after the delivery of such notice, the Escrow Agent shall sell such number of Escrow Shares (up to the number of Escrow Shares then available in the Escrow Account), subject to compliance with all applicable securities laws, as is necessary to raise such amount, and shall be entitled to apply the proceeds of such sale in satisfaction of such indemnification obligations of the Indemnifying Stockholders; provided that if the Parent delivers to the Escrow Agent (with a copy to the Indemnification Representative), within five business days after delivery of such notice by the Indemnification Representative, a written notice contesting the legitimacy or reasonableness of such amount, then the Escrow Agent shall not sell Escrow Shares to raise the disputed portion of such claimed amount except in accordance with the terms of clauses (i) or (ii) of Section 3(a).

Termination . This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Escrow Shares in accordance with this Agreement; provided that the provisions of Sections 6 and 7 shall survive such termination.

Notices . All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) via a reputable nationwide overnight courier service, in each case to the address set forth below. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service.

If to the Parent:

Single Touch Systems Inc.

2235 Encinitas Boulevard, Suite 210

Encinitas, CA 92024

Attn: Anthony Macaluso, President

with a copy to (which shall not constitute notice hereunder):

Gottbetter & Partners, LLP

488 Madison Avenue, 12 ^th Floor

New York, NY 10022

Attn: Scott Rapfogel, Esq.

Facsimile: (212) 400-6901

If to the Indemnification Representatives:

Randall J. Lanham, Esq.

c/o Single Touch Interactive, Inc.

2235 Encinitas Blvd., Suite 210

Encinitas, CA 92024

Facsimile: 760.438.1793

If to the Escrow Agent:

Gottbetter & Partners, LLP

488 Madison Avenue, 12 ^th Floor

New York, NY 10022

Attn: Adam S. Gottbetter, Esq.

Facsimile: (212) 400-6901

Any party may give any notice, instruction or communication in connection with this Agreement using any other means (including personal delivery, telecopy or ordinary mail), but no such notice, instruction or communication shall be deemed to have been delivered unless and until it is actually received by the party to whom it was sent. Any party may change the address to which notices, instructions or communications are to be delivered by giving the other parties to this Agreement notice thereof in the manner set forth in this Section 10.

Successor Escrow Agent . In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 30 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representatives so long as such successor is a chartered bank and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

General .

Governing Law; Assigns . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to conflict-of-law principles and shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Entire Agreement . Except for those provisions of the Merger Agreement referenced herein, this Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof.

Waivers . No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, shall be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained herein.

Amendment . This Agreement may be amended only with the written consent of the Parent, the Escrow Agent and the Indemnification Representative.

Consent to Jurisdiction and Service . The parties hereby absolutely and irrevocably consent and submit to the jurisdiction of the courts in the State of New York and of any federal court located in the State of New York in connection with any actions or proceedings brought against any party hereto by the Escrow Agent arising out of or relating to this Agreement. In any such action or proceeding, the parties hereby absolutely and irrevocably waive personal service of any summons, complaint, declaration or other process and hereby absolutely and irrevocably agree that the service thereof may be made by certified or registered first-class mail directed to such party, at their respective addresses in accordance with Section 10 hereof.

Acknowledgement and Waiver of Conflict . The parties hereby acknowledge that the Escrow Agent has represented the Parent in connection with the Merger. The Parent and the Indemnification Representatives hereby waive any conflict of interest arising by virtue of the Escrow Agent’s representation of the Parent, and hereby agree to acknowledge and approve the taking of any action by the Escrow Agent reasonably necessary to protect and preserve its rights under this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of the day and year first above written.


	SINGLE TOUCH SYSTEMS INC.


	By:	/s/ Scott Vicari
	Name:	Scott Vicari
	Title:	President



	/s/ Randall Lanham
	Randall Lanham, in his capacity as the Indemnification Representative


	GOTTBETTER & PARTNERS, LLP


	By:	/s/ Adam S. Gottbetter
	Name:	Adam S. Gottbetter, Esq.
	Title:	Partner

EXHIBIT 10.9

SINGLE TOUCH INTERACTIVE, INC.

EMPLOYMENT AGREEMENT

ANTHONY MACALUSO

President & Chief Executive Officer

This Employment Agreement ("Agreement") is made and effective as of July 15, 2008 by and between Single Touch Interactive, Inc. ("Single Touch Interactive" or the “Company”), and Mr. Anthony Macaluso ("Macaluso") to serve as President and Chief Executive Officer of the Company.

NOW, THEREFORE, the parties hereto agree as follows:

1. Employment.

Single Touch Interactive hereby agrees to employ Anthony Macaluso as its President and Chief Executive Officer. Macaluso hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular employees of Single Touch Interactive. In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable to regular employees, the terms of this Agreement shall control.

2. Duties.

The duties of Macaluso shall include the performance of all of the duties typical of the office held by President & CEO as described in the bylaws of the Single Touch Interactive and such other duties and projects as may be assigned by a superior officer of Single Touch Interactive, if any, or the board of directors of the Company. Macaluso shall devote significant and reasonable productive time, ability and attention to the business of the Single Touch Interactive and shall perform all duties in a professional, ethical and businesslike manner.

3. Compensation.

Macaluso will be paid compensation during this Agreement as follows:

A. A base salary of $275,000 per year; payable in installments on the 15 ^th and last day of each month according to Single Touch Interactive' regular payroll schedule.

B. A Management by Objectives (MBO) plan will be established by the Company, with a yearly bonus to be determined by the Compensation Committee or Board of Directors based upon meeting or exceeding objectives.

C. Macaluso shall receive the 1,500,000 common shares of Single Touch Interactive, earned and issuable as of the date of this agreement.

4. Benefits.

A. Holidays. Macaluso will be entitled to 10 paid holidays each calendar year and 5 personal days. Single Touch Interactive will notify Macaluso on or about the beginning of each calendar year with respect to the holiday schedule for the coming year. Personal holidays, if any, will be scheduled in advance subject to requirements of Single Touch Interactive. Such holidays must be taken during the calendar year and cannot be carried forward into the next year.

B. Vacation. Macaluso shall be entitled to 30 days paid vacation each year, accruing if not used to a maximum of 60 days over the period of this contract.

C. Sick Leave. Macaluso shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Single Touch Interactive. Additional sick leave or emergency leave over and above paid leave provided by the Single Touch Interactive, if any, shall be unpaid and shall be granted at the discretion of the board of directors.

D. Medical and Group Life Insurance. Single Touch Interactive agrees to include Macaluso in the group medical and hospital plan of Single Touch Interactive. Macaluso shall be responsible for payment of any federal or state income tax imposed upon these benefits.

E. Pension and Profit Sharing Plans. Macaluso shall be entitled to participate in any pension or profit sharing plan or other type of plan adopted by Single Touch Interactive for the benefit of its officers and/or regular employees.

F. Expense Reimbursement. Macaluso shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Macaluso in the performance of Macaluso' duties. Macaluso will maintain records and written receipts as required by the Single Touch Interactive expense policy and reasonably requested by the board of directors to substantiate such expenses.

5. Term and Termination .

A. The Initial Term of this Agreement shall commence on July/15/2008 and it shall continue in effect for a period ending December 31, 2008. Thereafter, the Agreement shall be renewed upon the mutual agreement of Macaluso and Single Touch Interactive. This Agreement and Macaluso' employment may be terminated at Single Touch Interactive' discretion without cause, provided that Single Touch Interactive shall pay to Macaluso an amount equal to payment of Macaluso base salary rate for the remaining period of the agreement

B. This Agreement may be terminated by Macaluso at Macaluso' discretion by providing at least thirty (60) days prior written notice to Single Touch Interactive. In the event of termination by Macaluso pursuant to this subsection, Single Touch Interactive may immediately relieve Macaluso of all duties and immediately terminate this Agreement, provided that Single Touch Interactive shall pay Macaluso at the then applicable base salary rate to the termination date included in original termination notice.

C. In the event that Macaluso is in breach of any material obligation owed Single Touch Interactive in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, or is convicted of any criminal act or engages in any act of moral turpitude, then Single Touch Interactive may terminate this Agreement for cause upon five (5) days notice to Macaluso. In event of termination of the agreement pursuant to this subsection, Macaluso shall be paid only at the then applicable base salary rate up to and including the date of termination. Macaluso shall not be paid any unvested incentive salary payments or other compensation, prorated or otherwise.

D. In the event that Single Touch Interactive is acquired, is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall not be terminated and Single Touch Interactive agrees to use its best efforts to ensure that the transferee or surviving entity is bound by the provisions of this Agreement.

E. In the event that the Company is acquired, is the non-surviving party in a merger, or sells all or substantially all of its assets and Anthony Macaluso employment under this agreement is terminated without cause at the date of sale or any time thereafter, all unvested options or equity grants shall be immediately vested upon the date of such termination.

G. This Agreement and Anthony Macaluso employment may be terminated by Single Touch Interactive at its sole discretion, without cause, provided that in such case, Anthony Macaluso shall be paid 100% of Anthony Macaluso’ then applicable annual base salary. At the election of the Company, such base salary may be paid along with payroll disbursements for up to one year after the date of such discretionary termination.

6. Notices .

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Single Touch Interactive:	If to Anthony Macaluso:

Single Touch Interactive, Inc.	Anthony Macaluso
2235 Encinitas Blvd. Suite 210	P.O. Box 7034
Encinitas, CA 92024	Rancho Santa Fe, CA 92067

7. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

8. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the State of California.

9. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

10. No Assignment .

Neither this Agreement nor any or interest in this Agreement may be assigned by Macaluso without the prior express written approval of Single Touch Interactive, which may be withheld by Single Touch Interactive at Single Touch Interactive' absolute discretion.

11. Severability .

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Arbitration.

The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in California, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Single Touch Interactive, Inc.		Anthony Macaluso


/s/ Anthony Macaluso		/s/ Anthony Macaluso
By: Anthony Macaluso, President		Anthony Macaluso

/s/ Larry Dunn
By: Larry Dunn, Director

/s/ Richard Siber
By: Richard Siber, Director

EXHIBIT 10.10

2008 STOCK OPTION PLAN

1. Purpose . The purpose of this 2008 Stock Option Plan (the "Plan") is to advance the interests of Hosting Site Network, Inc. (the "Company") and its Affiliates (as defined below) by inducing eligible individuals of outstanding ability and potential to join and remain with, or to provide consulting or advisory services to, the Company or its Affiliates, by encouraging and enabling eligible employees, Outside Directors (as defined below), consultants, and advisors to acquire proprietary interests in the Company, and by providing participating eligible employees, Outside Directors, consultants, and advisors with an additional incentive to promote the success of the Company. These purposes are accomplished by providing for the granting of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock (all as defined below) to eligible employees, Outside Directors, consultants, and advisors.

2. Definitions . As used in the Plan, the following terms have the meanings indicated:

(a) "Affiliate" means a "parent corporation" or a "subsidiary corporation" (as set forth in Code Sections 424(e) and 424(f), respectively) of the Company.

(b) "Applicable Withholding Taxes" means the aggregate minimum amount of federal, state, local, and foreign income, payroll, and other taxes that an Employer is required to withhold in connection with the grant, vesting, or exercise of any Award.

(c) "Award" means an Incentive Stock Option, a Nonqualified Stock Option, a Stock Appreciation Right, or Restricted Stock.

(d) "Beneficiary" means the person or entity designated by the Participant, in a form approved by the Company, to exercise the Participant's rights with respect to an Award after the Participant's death. If the Participant does not validly designate a Beneficiary, or if the designated person no longer exists, then the Participant's Beneficiary shall be his or her estate.

(e) "Board" means the Board of Directors of the Company.

(f) "Cause" shall have the same meaning given to such term (or other term of similar meaning) in Employment Agreements for purposes of termination of employment under such agreement, and in the absence of any such agreement or if such agreement does not include a definition of "Cause" (or other term of similar meaning), the term "Cause" shall mean (i) any material breach by the Participant of any agreement to which the Participant and the Company or an Affiliate are parties, (ii) any continuing act or omission to act by the Participant which may have a material and adverse effect on the Company's business or on the Participant's ability to perform services for the Company or an Affiliate, including, without limitation, the commission of any crime (other than minor traffic violations), or (iii) any material misconduct or material neglect of duties by the Participant in connection with the business or affairs of the Company or an Affiliate.

(g) "Change in Control" means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant's Award agreement, any Employment Agreement or in a written contract of service, the occurrence of any of the following:

(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company's then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that the following acquisitions shall not constitute a Change in Control: (1) an acquisition by any such person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (2) any acquisition directly from the Company, including, without limitation, a public offering of securities, (3) any acquisition by the Company, (4) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (5) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or

(ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2(x)(iii), the entity to which the assets of the Company were transferred (the "Transferee"), as the case may be; or

(iii) a liquidation or dissolution of the Company.

provided, however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this paragraph (g) in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of incumbent Directors. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(h) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any rulings or regulations promulgated thereunder.

(i) "Committee" means the Board, the Compensation Committee of the Board, or such other committee of the Board as the Board appoints to administer the Plan; provided, however, that should Section 162(m) of the Code and Section 16 of the Securities Exchange Act of 1934 apply to Awards under the Plan, if any member of the Committee does not qualify as both an "outside director" for purposes of Code Section 162(m) and a "non-employee director" for purposes of Rule 16b-3, the remaining members of the Committee (but not less than two members) shall be constituted as a subcommittee of the Committee to act as the Committee for purposes of the Plan.

(j) "Commission" means the U.S. Securities and Exchange Commission.

(k) "Company" means Hosting Site Network, Inc., a Delaware corporation, and its subsidiaries.

(l) "Company Stock" means common stock, par value $.001 per share, of the Company. In the event of a change in the capital structure of the Company affecting the common stock (as provided in Section 14), the shares resulting from such a change in the common stock shall be deemed to be Company Stock within the meaning of the Plan.

(m) "Date of Grant" means the date on which the Committee grants an Award, or such future date as may be determined by the Committee.

(n) "Disability" means a disability within the meaning of Code Section 22(e)(3).

(o) "Employer" means the Company and each Affiliate that employs one or more Participants.

(p) "Employment Agreement" means any written employment or other similar agreement between the Participant and the Company or an Affiliate.

(q) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(r) "Fair Market Value" means on any given date the fair market value of Company Stock as of such date, as determined by the Committee. If the Common Stock is listed on a national securities exchange or traded on the over-the-counter market, Fair Market Value means the closing selling price or, if not available, the closing bid price or, if not available, the high bid price of the Common Stock quoted on such exchange, or on the over-the-counter market as reported by the NASDAQ Stock Market ("NASDAQ"), or if the Common Stock is not listed on NASDAQ, then by the National Quotation Bureau, Incorporated, on the day immediately preceding the day on which the Award is granted or exercised, as the case may be, or, if there is no selling or bid price on that day, the closing selling price, closing bid price, or high bid price on the most recent day which precedes that day and for which such prices are available.

(s) "Incentive Stock Option" means an Option that qualifies for favorable income tax treatment under Code Section 422.

(t) "Mature Shares" means shares of Company Stock for which the shareholder has good title, free and clear of all liens and encumbrances.

(u) "Nonqualified Stock Option" means an Option that is not an Incentive Stock Option.

(v) "Option" means a right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

(w) "Outside Director" means a member of the Board who is not an employee of, or a consultant or advisor to, the Company or an Affiliate as of the Date of Grant.

(x) "Ownership Change Event" means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

(y) "Participant" means any employee, Outside Director, consultant, or advisor (including independent contractors, professional advisors, and service providers) of the Company or an Affiliate who receives an Award under the Plan.

(z) "Restricted Stock" means Company Stock awarded under Section 8 of the Plan.

(aa) "Rule 16b-3" means Rule 16b-3 of the Commission promulgated under the Exchange Act. A reference in the Plan to Rule 16b-3 shall include a reference to any corresponding rule (or number redesignation) of any amendments to Rule 16b-3 enacted after the effective date of the Plan's adoption.

(bb) "Securities Act" means the Securities Act of 1933, as amended.

(cc) "Stock Appreciation Right" means a right to receive amounts awarded under Section 7.

3. Stock . Subject to Section 13 of the Plan, there shall be reserved for issuance under the Plan an aggregate of eight million eight hundred thousand (8,800,000) shares of Company Stock, which may be authorized but un-issued shares, or shares held in the Company's treasury, or shares purchased from stockholders expressly for use under the Plan. In addition, shares allocable to Awards granted under the Plan that expire, are forfeited, are cancelled without the delivery of the shares, or otherwise terminate unexercised, may again be available for Awards under the Plan. For purposes of determining the number of shares that are available for Awards under the Plan, the number shall also include the number of shares surrendered by a Participant actually or by attestation or retained by the Company in payment of Applicable Withholding Taxes, and any Mature Shares surrendered by a Participant upon exercise of an Option or in payment of Applicable Withholding Taxes. Shares issued under the Plan through the settlement, assumption, or substitution of outstanding awards or obligations to grant future awards as a condition of an Employer acquiring another entity shall not reduce the maximum number of shares available for delivery under the Plan.

4. Eligibility . Subject to the terms of the Plan, the Committee shall have the power and complete discretion, as provided in Section 12, to select eligible employees, Outside Directors, consultants, and advisors to receive an Award under the Plan; provided, however, that any Award shall be subject to the following terms and conditions:

(a) Only those individuals who are employees (including officers) of the Company or an Affiliate at the Date of Grant shall be eligible to receive an Incentive Stock Option under the Plan.

(b) All employees (including officers) and Outside Directors of, or consultants and advisors to, either the Company or an Affiliate at the Date of Grant shall be eligible to receive Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock; provided, however, that Nonqualified Stock Options, Stock Appreciation Rights, and Restricted Stock may not be granted to any such consultants and advisors unless (i) bona fide services have been or are to be rendered by such consultant or advisor and (ii) such services are not in connection with the offer or sale of securities in a capital raising transaction.

(c) Anything herein to the contrary notwithstanding, any recipient of an Award under the Plan must be includable in the definition of "employee" provided in the general instructions to Form S-8 Registration Statement under the Securities Act.

(d) The grant of an Award shall not obligate an Employer to pay any employee, Outside Director, consultant, or advisor any particular amount of remuneration, to continue the employment of the employee or engagement of the Outside Director, consultant, or advisor after the grant, or to make further grants to the employee, Outside Director, consultant, or advisor at any time thereafter.

5. Stock Options .

(a) The Committee may make grants of Options to Participants. Except as otherwise provided herein, the Committee shall determine the number of shares for which Options are granted, the Option exercise price per share, whether the Options are Incentive Stock Options or Nonqualified Stock Options, and any other terms and conditions to which the Options are subject.

(b) The exercise price of shares of Company Stock covered by an Option shall be not less than 100 percent of the Fair Market Value of Company Stock on the Date of Grant. Except as provided in Section 13, (i) the exercise price of an Option may not be decreased after the Date of Grant and (ii) a Participant may not surrender an Option in consideration for the grant of a new Option with a lower exercise price or another Award.

(i) All Options shall be evidenced by a written stock option agreement (the "Stock Option Agreement") setting forth all the relevant terms of the Award.

(ii) No Option shall be exercisable more than 10 years after the Date of Grant.

(iii) The aggregate Fair Market Value, determined at the Date of Grant, of shares for which Incentive Stock Options become exercisable by a Participant during any calendar year shall not exceed $100,000 and any amount in excess of $100,000 shall be treated as a Non-Qualified Stock Option. The maximum aggregate number of shares for which Incentive Stock Options may be issued under the Plan to any Participant in any calendar year shall be 200,000.

(iv) If an Incentive Stock Option is granted to an employee who owns, at the Date of Grant, more than 10 percent of the total combined voting power of all classes of stock of the Company or an Affiliate, then (A) the option price of the shares subject to the Incentive Stock Option shall be at least 110% of the Fair Market Value of the Company Stock at the Date of Grant and (B) such Incentive Stock Option shall not be exercisable after the expiration of 5 years from the Date of Grant.

(v) Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided in any Employment Agreement or as provided by the Committee in the grant of an Option and set forth in or incorporated into the Stock Option Agreement: (A) if the employment of an employee by, or the services of an Outside Director for, or consultant or advisor to, the Company or an Affiliate should be terminated for Cause or terminated voluntarily by the grantee, then any outstanding Option shall terminate immediately, (B) if such employment or services terminates for any other reason, any such Option exercisable as of the date of termination may be exercised at any time within three months of termination. For purposes of this subsection, (y) the retirement of an individual either pursuant to a pension or retirement plan maintained by the Company or an Affiliate or at the applicable normal retirement date prescribed from time to time by the Company shall be deemed to be termination of the individual's employment other than voluntarily or for Cause, and (z) an individual who leaves the employ or services of the Company or an Affiliate to become an employee or Outside Director of, or a consultant or advisor to, an entity that has assumed the Option as a result of a corporate reorganization or the like shall not be considered to have terminated employment or services.

(vi) Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided in any Employment Agreement or as provided by the Committee in the grant of an Option and set forth in or incorporated into the Stock Option Agreement, if the holder of an Option under the Plan ceases employment or services because of Disability while employed by, or while serving as an Outside Director for or a consultant or advisor to, the Company or an Affiliate, then such Option may, subject to the provisions of subsection (viii) below, be exercised at any time within one year after the termination of employment or services due to the Disability.

(vii) Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided in any Employment Agreement or as provided by the Committee in the grant of an Option and set forth in or incorporated into the Stock Option Agreement, if the holder of an Option under the Plan dies (A) while employed by, or while serving as an Outside Director for or a consultant or advisor to, the Company or an Affiliate, or (B) within three months after the termination of employment or services other than voluntarily by the grantee or for Cause, then such Option may, subject to the provisions of subsection (viii) below, be exercised by the Participant's Beneficiary at any time within one year after the Participant's death.

(viii) An Option may not be exercised after termination of employment, termination of directorship, termination of consulting or advisory services, Disability or death except to the extent that the holder was entitled to exercise the Option at the time of such termination or as otherwise provided in a currently effective written Employment Agreement, consulting agreement or other related agreement executed between the Company and the employee, Outside Director or consultant or advisor, and in any event may not be exercised after the expiration of the Option in accordance with the terms of the grant.

(ix) The employment relationship of an employee of the Company or an Affiliate shall be treated as continuing intact while the employee is on military or sick leave or other bona fide leave of absence if such leave does not exceed 90 days or, if longer, so long as the employee's right to reemployment is guaranteed either by statute or by contract.

(d) The holder of any Option granted under the Plan shall have none of the rights of a stockholder with respect to the shares covered by the Option until such stock shall be transferred to the holder upon the exercise of the Option.

6. Grants to Outside Directors . Awards, other than Incentive Stock Options, may be made to Outside Directors. The Committee shall have the power and complete discretion to select Outside Directors to receive Awards. The Committee shall have the complete discretion, under provisions consistent with Section 12, to determine the terms and conditions, the nature of the Award and the number of shares to be allocated as part of each Award for each Outside Director. The grant of an Award shall not obligate the Company to make further grants to the Outside Director at any time thereafter or to retain any person as a director for any period of time.

7. Stock Appreciation Rights . Concurrently with the award of any Option to purchase one or more shares of Common Stock, the Committee may, in its sole discretion, award to the optionee with respect to each share of Common Stock covered by an Option a related Stock Appreciation Right, which permits the optionee to be paid the appreciation on the related Option in lieu of exercising the Option. The Committee shall establish as to each award of Stock Appreciation Rights the terms and conditions to which the Stock Appreciation Rights are subject; provided, however, that the following terms and conditions shall apply to all Stock Appreciation Rights:

(a) A Stock Appreciation Right granted with respect to an Incentive Stock Option must be granted together with the related Option. A Stock Appreciation Right granted with respect to a Nonqualified Stock Option may be granted together with the grant of the related Option.

(b) A Stock Appreciation Right shall entitle the Participant, upon exercise of the Stock Appreciation Right, to receive in exchange an amount equal to the excess of (i) the Fair Market Value on the date of exercise of Company Stock covered by the surrendered Stock Appreciation Right over (ii) the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Committee may limit the amount that the Participant will be entitled to receive upon exercise of a Stock Appreciation Right.

(c) A Stock Appreciation Right may be exercised only if and to the extent the underlying Option is exercisable, and a Stock Appreciation Right may not be exercisable in any event more than 10 years after the Date of Grant.

(d) A Stock Appreciation Right may only be exercised at a time when the Fair Market Value of Company Stock covered by the Stock Appreciation Right exceeds the Fair Market Value of Company Stock on the Date of Grant of the Stock Appreciation Right. The Stock Appreciation Right may provide for payment in Company Stock or cash, or a fixed combination of Company Stock and cash, or the Committee may reserve the right to determine the manner of payment at the time the Stock Appreciation Right is exercised.

(e) To the extent a Stock Appreciation Right is exercised, the underlying Option shall be cancelled, and the shares of Company Stock represented by the Option shall no longer be available for Awards under the Plan.

8. Restricted Stock Awards .

(a) The Committee may make grants of Restricted Stock to a Participant. The Committee shall establish as to each award of Restricted Stock the terms and conditions to which the Restricted Stock is subject, including the period of time before which all restrictions shall lapse and the Participant shall have full ownership of the Company Stock. The Committee in its discretion may award Restricted Stock without cash consideration. All Restricted Stock Awards shall be evidenced by a Restricted Stock Agreement setting forth all the relevant terms of the Award.

(b) Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions have lapsed or been removed. Certificates representing Restricted Stock shall be held by the Company until the restrictions lapse, and the Participant shall provide the Company with appropriate stock powers endorsed in blank.

9. Method of Exercise of Options .

(a) Options may be exercised by the Participant (or his or her legal guardian or personal representative) by giving written notice of the exercise to the Company at its principal office (attention of the Corporate Secretary) pursuant to procedures established by the Company. The notice shall state the number of shares the Participant has elected to purchase under the Option. Such notice shall be accompanied, or followed within 10 days of delivery thereof, by payment of the full exercise price of such shares. The exercise price may be paid in cash by means of a check payable to the order of the Company or, if the terms of an Option permit, (i) by delivery or attestation of Mature Shares (valued at their Fair Market Value) in satisfaction of all or any part of the exercise price, (ii) by delivery of a properly executed exercise notice with irrevocable instructions to a broker to deliver to the Company the amount necessary to pay the exercise price from the sale or proceeds of a loan from the broker with respect to the sale of Company Stock or a broker loan secured by the Company Stock, (iii) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (iv) by any combination of (i) through (iii) hereof.

(b) Unless prior to the exercise of the Option the shares issuable upon such exercise have been registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the notice of exercise shall be accompanied by a representation or agreement of the individual or entity exercising the Option to the Company to the effect that such shares are being acquired for investment purposes and not with a view to the distribution thereof, and such other documentation as may be required by the Company, unless in the opinion of counsel to the Company such representation, agreement or documentation is not necessary to comply with any such act.

(c) The Company shall not be obligated to deliver any Company Stock until the shares have been listed on each securities exchange or market on which the Company Stock may then be listed or until there has been qualification under or compliance with such federal or state laws, rules or regulations as the Company may deem applicable. The Company shall use reasonable efforts to obtain such listing, qualification and compliance.

10. Tax Withholding . Each Participant shall agree as a condition of receiving an Award payable in the form of Company Stock to pay to the Employer, or make arrangements satisfactory to the Employer regarding the payment to the Employer of, Applicable Withholding Taxes. Under procedures established by the Committee or its delegate, a Participant may elect to satisfy Applicable Withholding Taxes by (i) making a cash payment or authorizing additional withholding from cash compensation, (ii) delivering Mature Shares (valued at their Fair Market Value), or (iii) if the applicable Stock Option Agreement or Restricted Stock Agreement permits, having the Company retain that number of shares of Company Stock (valued at their Fair Market Value) that would satisfy all or a specified portion of the Applicable Withholding Taxes.

11. Transferability of Awards . Awards shall not be transferable except by will or by the laws of descent and distribution.

12. Administration of the Plan .

(a) The Committee shall administer the Plan. Subject to the terms and conditions set forth in the Plan, the Committee shall have general authority to impose any term, limitation, or condition upon an Award that the Committee deems appropriate to achieve the objectives of the Award and of the Plan. The Committee may adopt rules and regulations for carrying out the Plan with respect to Participants and Beneficiaries. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive as to any Participant or Beneficiary.

(b) The Committee shall have the power to amend the terms and conditions of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and provided that the consent of the Participant is obtained with respect to any amendment that would be detrimental to him or her, except that such consent will not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code or of other securities laws applicable to the Award.

(c) The Committee shall have the power and complete discretion (i) to delegate to any individual, or to any group of individuals employed by the Company or any Affiliate, the authority to grant Awards under the Plan and (ii) to determine the terms and limitations of any delegation of authority; provided, however, that the Committee may not delegate power and discretion to the extent such action would cause noncompliance with, or the imposition of penalties, excise taxes, or other sanctions under, applicable corporate law, Rule 16b-3, Code Section 162(m) or 409A, or any other applicable securities or tax law.

(d) The Committee shall have the power to include one or more provisions in the terms of Award grants to provide for the cancellation of an outstanding Award in the event the Participant violates any agreement or other obligation dealing with non-competition, non-solicitation or protection of the Company's confidential information.

13. Change in Capital Structure; Change of Control .

(a) Change in Capital Structure. In the event of a stock dividend, stock split, or combination of shares, share exchange, share distribution, recapitalization or merger in which the Company is the surviving corporation, a spin-off or split-off of a subsidiary or Affiliate, or other change in the Company's capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options, or warrants for the purchase of common stock or preferred stock of the Company) subsequent to July 31, 2008, the aggregate number and kind of shares of stock or securities of the Company to be subject to the Plan and to Awards then outstanding or to be granted, the maximum number of shares or securities which may be delivered under the Plan under Sections 3(a), 3(b), or 8, the per share exercise price of Options, the terms of Awards, and other relevant provisions shall be proportionately and appropriately adjusted by the Committee in its discretion, and the determination of the Committee shall be binding on all persons. If the adjustment would produce fractional shares with respect to any unexercised Option, the Committee may adjust appropriately and in a nondiscriminatory manner the number of shares covered by the Option so as to eliminate the fractional shares.

(b) Effect of Change in Control on Options and Stock Appreciation Rights. Subject to the terms of any Employment Agreement, the Committee may provide in an Award agreement for, or in the event of a Change in Control may take such actions as it deems appropriate to provide for, any one or more of the following:

(i) Accelerated Vesting. The Committee may provide for the acceleration of the exercisability and vesting in connection with a Change in Control of any or all outstanding Options and Stock Appreciation Rights and shares acquired upon the exercise thereof upon such conditions, including termination of the Participant's service prior to, upon, or following such Change in Control, and to such extent as the Committee shall determine.

(ii) Assumption or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the consent of any Participant, either assume or continue the Company's rights and obligations under any or all outstanding Options and Stock Appreciation Rights or substitute for any or all outstanding Options and Stock Appreciation Rights substantially equivalent options and stock appreciation rights (as the case may be) for the Acquiror's stock. Any Options or Stock Appreciation Rights which are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

(iii) Cash-Out. The Committee may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Option or Stock Appreciation Right outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the Committee) of Company Stock subject to such canceled Option or Stock Appreciation Right in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Company Stock in the Change in Control over the exercise price per share under such Option or Stock Appreciation Right (the "Spread"). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portion (and unvested portion, if so determined by the Committee) of their canceled Options and Stock Appreciation Rights as soon as practicable following the date of the Change in Control.

(iv) Effect of Change in Control on Restricted Stock Awards. The Committee may provide for the acceleration of the vesting of the shares subject to the Restricted Stock Award upon such conditions, including termination of the Participant's services to the Company prior to, upon, or following such Change in Control, and to such extent as the Committee shall determine.

14. Effective Date . The effective date of the Plan is April 22, 2008. The Plan shall be submitted to the shareholders of the Company for approval. Until (i) the Plan has been approved by the Company's shareholders, and (ii) the requirements of any applicable federal or state securities laws have been met, no Restricted Stock shall be awarded, and no Option shall be granted or exercisable, that is not contingent on these events.

15. Termination, Modification . If not sooner terminated by the Board, this Plan shall terminate at the close of business on April 21, 2018. No Awards shall be made under the Plan after its termination. The Board may amend or terminate the Plan as it shall deem advisable; provided, however, that no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 13), or reduces the minimum exercise price for Options, or exchanges an Option for another Award, unless such change is authorized by the shareholders of the Company. Except as otherwise specifically provided herein, a termination or amendment of the Plan shall not, without the consent of the Participant, adversely affect a Participant's rights under an Award previously granted to him or her.

16. American Jobs Creation Act of 2004 .

(a) It is intended that the Plan comply in all applicable respects with Code Sections 409A(a)(2) through (4), as it may be amended from time to time, and any rulings, regulations, or other guidelines promulgated under either or both statutes (such statutes, rulings, regulations and other guidelines to be referred to collectively herein as "Section 409A"). This Plan, and any amendments thereto, shall therefore be interpreted and implemented at all times so as to (i) ensure compliance with Section 409A and (ii) avoid any penalty or early taxation of any payment or benefit under the Plan.

(b) Anything herein to the contrary notwithstanding, the Board shall approve and implement such amendments as it deems necessary or desirable to ensure compliance with Section 409A and to avoid any penalty or early taxation of any payment or benefit under this Plan; provided, however, that no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 14), or reduces the minimum exercise price for Options, or exchanges an Option for another Award, unless such change is authorized by the shareholders of the Company. No such amendment shall require the consent of any Participant.

17. Interpretation and Venue . Except to the extent preempted by applicable federal law, the terms of this Plan shall be governed by the laws of the State of Delaware without regard to its conflict of laws rules.

EXHIBIT 10.11

STI SERVICES AGREEMENT – CINGULAR POUND PROGRAM

This Services Agreement, together with Exhibits A, B and C attached hereto (collectively this “ Agreement ”), dated effective as of the 19 ^th day of June, 2006 (the “ Effective Date ”), is hereby entered into by and between Single Touch Interactive, Inc., a Nevada corporation, located at 2533 N. Carson Street, Carson City, Nevada 89706 (“ STI ”), and Boulevard Media Inc., a Colorado corporation, located at 1685 H Street, Suite 615, Blaine, WA, 98230 (“ BMI ”). Terms with initial capital letters are defined terms which shall have the meanings ascribed to them in the “Definitions” section below, or elsewhere in this Agreement, as the case may be. STI and BMI may sometimes be referred to herein collectively as the “Parties” or individually as a “Party”.

WHEREAS , BMI is in the business of providing IVR-based social networking services to landline, mobile and web consumers;

WHEREAS , STI is in the business of developing, hosting and providing value-added mobile telephone applications and services, including billing and content delivery services. STI has the ability, through its platform (described in Exhibit “A”), to provide delivery of, and billing services for, certain BMI voice services and mobile content, purchased by end users (the “Pound Program”);

WHEREAS , BMI wishes to market the Pound Program to End User, pursuant to a revenue share arrangement with STI as further set forth in this Agreement below; and

NOW, THEREFORE , in consideration of the mutual promises and conditions hereinafter set forth, the receipt and sufficiency of which is hereby mutually acknowledged, IT IS AGREED by and between the Parties as follows:

1.	DEFINITIONS

“ Affiliates ” means, as to a Party, any present or future Parent of the party and any present or future Subsidiary of the Party and/or its Parent, but only for so long as the Parent remains the Parent of the party and the Subsidiary remains a Subsidiary of the Party and/or its Parent.

“Agreement” shall mean this Agreement, and each of its Exhibits, as they exist on the Effective Date or as may be modified in accordance with the Agreement. In the event of an inconsistency between or among any terms of the Agreement and its Exhibits, the provision(s) of the Agreement shall prevail.

“Bad Debt” results when the Carrier has determined that it cannot collect from the End User the billed party amounts due on End User’s purchase of the BMI Service Bundle.

“BMI Catalog” means the file, or its equivalent, sent from BMI to STI containing Content, Content name, identification numbers, licensing information, etc.

“BMI Service Bundle” shall mean the combination of Chat Services and Content available for purchase by End Users through the Pound Program.

“Brand Features ” shall mean all trademarks, service marks, logos, trade dress and other distinctive brand features of a party, including, if applicable, the look and feel of a party’s principal consumer website.

“Carrier ” or “ Cingular ” means a provider of wireless telecommunication services to BMI, who provides a wireless telecommunications network for the Pound Program, including text messaging and billing services in the Territory;

“Charge back” means credits provided by the Carrier to the End User account associated specifically with End User purchase of the BMI Service Bundle that were initially charged to the End User’s cellular services bill.

“Chat Services” means the IVR-based services operated by BMI and offered to End Users who wish to listen and/or talk live to other End Users.

“Content” means (1) all audio sounds (Ringtones), (2) images (Wallpaper) (3) Video and (4) any other content and software or programs owned by BMI and licensed to STI pursuant to Section 2.5 hereunder, that the Parties mutually agree in writing to make available for distribution to the End Users through the Pound Program.

“Delivery” or “Delivered” means when Content is downloaded to a Handset by any Person using the Pound Program.

“Effective Date” shall be that date set forth in the header paragraph of this Agreement.

“End User” means a customer of BMI who subscribes to a Carrier’s wireless service and uses the Pound Program to purchase a Service Bundle.

“Gross Revenue” shall mean the Retail Price billed by a Carrier and paid to STI as a result of an End User’s purchase of a BMI Service Bundle. Gross Revenue will include the Carrier revenue share and shall not include any other amounts charged by STI and the Carrier, including, but not limited to, amounts charged for taxes, Bad Debt, refunds or assessments.

“Handset” means any wireless device, including, but not limited to, cell phones, wireless personal digital assistants or “PDA's”, and any similar devices, that incorporates certain technology and software and is capable of receiving Content.

“Indemnified Party” shall have the meaning set forth in Section 9

“Indemnifying Party” shall have the meaning set forth in Section 9

“ In-Production Standards” shall mean the entire order process from initial call setup though to the completion of the transaction with the read-back of information to the end user shall not exceed 180 seconds given a direct path of options and excluding any ringtone selection time and the data exchanges with BMI, for 97% of calls on a monthly basis. (i.e. the end user does not repeat multiple menus, select multiple packages etc) and, secondly, the gross billings reported by STI, submitted to the carrier and subsequently billed to the end user shall be no less than 97% of the gross billings recognized and fulfilled by BMI.

“License(s)” shall mean those Licenses identified in subsection 5

“Licensee” means the Party that is the recipient of a License in accordance with this Agreement.

“Licensor” means the Party that grants a License in accordance with this Agreement.

“Licensed Item(s)” shall mean those items subject to a License as set forth in Sections 5 and 6.

“Notice” shall mean that written notice in the form set forth in, and delivered in the manner required by, subsection 13.4.

“ Parent ” means any Person that owns or controls, directly or indirectly (i) the majority (more than 50%) of the shares or other securities of the Party entitled to vote for election of directors (or other managing authority) of the Party or (ii) if such Party does not have outstanding shares or securities, the majority (more than 50%) of the equity interest in such Party, but only for so long as such ownership or control exists in (i) or (ii) above.

“Party” or “Parties” means STI or BMI, or STI and BMI, respectively.

“Payment” means any sums payable by one Party to the other Party hereunder.

“Person” means, except for STI or BMI, or any of their Affiliates, any other person, entity or enterprise, including, without limitation, any corporation, partnership, joint-venture, limited liability BMI or any governmental agency, commission, panel or department, whether local, state or federal.

“Retail Price” means the price paid by an End User to purchase a BMI Service Bundle.

“Ringtones” mean a sound file that can be downloaded on a Handset and may be prompted to play at various times, including when a voice or text message is sent to the Handset.

“SMS” or “Short Message Service” shall mean alphanumeric messages up to 160 characters in length sent to or from Handsets of End Users and displayed on the Handset’s screen.

“SMPP” or “Simple Message Peer to Peer” means the communication protocol used to deliver SMS to and from its End Users.

“Short Dial Code” means a number (with fewer digits than a 10-digit telephone number) used by an End User to simplify access to voice services or the sending of text messages;

“ Subsidiary ” of a Party shall mean any Person or other legal entity (a) the majority (more than 50%) of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter owned or controlled by such party either directly or indirectly, or (b) which does not have outstanding shares or securities but the majority (more than 50%) of the equity interest in which is now or hereafter owned or controlled by such party either directly or indirectly, but only for so long as such ownership or control exists in (a) or (b) above.

“Term” means the term of this Agreement set forth in subsection 11.

“Territory” means the United States or as otherwise mutually agreed to in writing by both Parties.

“Trademark License” means those Licenses identified in subsections 6.2.

“Wallpaper” means a file that may be downloaded to a Handset and, when displayed, creates a graphic image on the Handset’s monitor.

“WAP” means the wireless access protocol used to create web-sites to be accessed via a wireless network by a Handset.

2.	BMI RESPONSIBILITIES

2.1 Provisioning Fee Payable to STI. BMI shall pay to STI a total of ONE HUNDRED THOUSAND AND NO/100 US DOLLARS ($100,000.00) for the initial provisioning, set-up and integration of three (3) discrete Short Dial Codes on the Cingular network to support BMI’s application of STI’s Pound Program (“ Provisioning Fee ”). The Provisioning Fee will be payable in-full in readily available funds within five (5) business days following the Effective Date.

2.2 Refund . Any one of the following events shall be considered a material breach of the agreement and therefore STI agrees that it shall refund to BMI a proportion of the amount paid under Section 2.1 above to the number of Short Dial Codes impacted by the event within ten (10) days from BMI’s notice to STI:

(a)

In the event BMI, in its sole discretion, does not accept the Pound Program pursuant to Section 3.5 below, as a viable product for use in a production environment;

(b)

The Pound Program fails to meets its In-Production Standards of performance; or

(c)

If any Short Code(s) registered by STI are cancelled by the Carrier due to any actions of STI.

2.3 Chat Services. BMI shall create, configure, host, maintain and support Chat Services for End Users, including but not limited to interface processes with STI, reporting, decrementing minute packages and member management.

2.4 Content. BMI shall provide the BMI Catalog of Content to STI for its use in the Pound Program.

2.5 Licensing. BMI shall maintain all necessary and applicable licenses, fees and permissions necessary for the continued use of Content provided to End-Users from the BMI Catalog.

2.6 Marketing. BMI shall use commercially reasonable efforts to promote and advertise the Pound Program.

2.7 Customer Service. BMI shall be solely responsible for all customer service related issues, and the Parties acknowledge and agree that, except as expressly set forth in this Agreement, while STI will support BMI’s customer service, STI shall have no direct contact with any End User.

3.	STI RESPONSIBILITIES

3.1 Short Dial Code. STI, as a licensee of Cingular, has licenses, permissions and rights to use three voice Short Dial Code(s) (the “Licensed Short Dial Codes”). During the Term of this Agreement, and pursuant to the terms and conditions contained herein, STI shall permit and accommodate BMI’s continued use and enjoyment of the Licensed Short Dial Codes.

3.2 Licensed Short Dial Codes. In the event of termination of this Agreement, and should STI continue to be the licensee of the Short Dial Codes, STI will not allow the use of the Licensed Short Dial Codes by any other Person operating within BMI’s market space for a period of three (3) years from the effective date of termination.

3.3 Continuing Business Accommodation. In the event that STI ceases to do business and may no longer provide the services contemplated during the term of this Agreement, STI will use commercially reasonable efforts to attempt to accommodate a continuing business relationship by and between BMI and Cingular. The parties agree that Cingular is a service provider as it relates to this Agreement and not under the control, supervision or direction of STI.

3.4 Pound program. Subject to the terms in this Agreement, STI agrees to create, configure, host and maintain an instance of the Pound Program as described in Exhibit “A” (the “ Services ”).

3.5 Testing and Acceptance . STI shall deliver the Services to BMI for testing and acceptance prior to commercial launch by BMI. The testing period will begin upon receipt by BMI of the Services from STI, and will last for a period of up to twenty (20) business days thereafter, during which time BMI shall conduct random testing of all Short Dial Codes to check: set-up of new memberships and packages, delivery of Content, subsequent purchases by the same mobile subscriber and associated delivery of content, billing descriptors appearing on the customer bill, customer service inquiry processes, error handling and timelines of response messages, and test keywords and the subscription flow using random carrier phones. At all times during and subsequent to the testing period, STI will use commercially reasonable efforts to resolve any and all non-conformities, provided, however, STI shall use commercially reasonable efforts to resolve any material non-conformities within five (5) business days of BMI’s notification to STI of the same. In addition, during the testing and acceptance period, STI shall provide to BMI regular updates as to the testing performed on behalf of STI by any third party mobile carriers and aggregators.

3.6 Availability. The Services will be hosted by STI, or any Person selected by STI and approved by BMI (approval not to be unreasonably withheld), in a manner so that it is available continuously (24 hours a day, 7 days a week) except for instances when the program must be removed for emergency fixes, maintenance or updates, in which case BMI will be notified, when commercially reasonable to do so. STI will provide BMI with an estimate regarding the anticipated time to be repaired and returned to service. Any system administration and maintenance shall occur between the hours of 2pm and 4 pm Pacific Standard Time with no less than twenty-four (24) hours prior notice. STI will use its commercially reasonable efforts to minimize the frequency and duration of instances that Services is not available.

3.7 Reports . For the first ninety days of this Agreement, STI shall provide BMI with weekly reports, in the format described in Exhibit “B”. Thereafter, STI shall provide real-time web access to transaction databases.

3.8 Taxes. STI shall ensure that both STI and the Carrier collects, remits and are responsible for all applicable local, state, and federal taxes, access fees and any other FCC and PUC fees and charges. Each Party is responsible for all their other taxes, charges and governmental fees with respect to the sale of Digital Content that may apply, including all taxes based on the net income, franchise, property and/or net worth of Provider, as well as the Washington business and occupation (“B&O”) tax or other taxes similar to the B&O tax.

4.	PAYMENT TERMS

4.1 Amount of Remittance to BMI for the BMI Service Bundle. STI shall, within one hundred and five (105) days from the date on which the BMI Service Bundle was purchased by the End User, remit to BMI sixty percent (60%) of Gross Revenue, minus twenty-two and one-half cents (USD$.225) per End User purchase transaction of a BMI Service Bundle. For example, for a Service Bundle with a Gross Revenue of Five US Dollars (USD$5.00), BMI shall receive Two US Dollars and Seventy-seven and one-half cents (USD$2.775), calculated as Five US Dollars (USD$5.00) times sixty percent (60%) minus twenty-two and one-half cents (USD$.225).

4.2 End User fees for the Services . BMI shall have sole discretion in determining the Retail Price of its Service Bundle, provided, however, in no event shall any Service Bundle be priced less than Two US Dollars and Ninety-five cents (USD$2.95) or higher than Nineteen US Dollars and Ninety-five cents (USD$19.95).

4.3 Telephony and Carrier Charges . BMI shall be responsible for the following charges related to the BMI Service Bundle purchases made by End Users:

(a)

reimbursement to STI for any refunds, credits, Bad Debt or other Charge backs made by a Carrier against STI. Any refunds, credits, Bad Debt or other Charge backs must be specifically identified by Cingular as an end-user mobile identification number (MIN) that acquired BMI’s services through the Pound Program; and

(b)

STI will bill BMI and BMI will pay for these charges within thirty days of BMI’s receipt and verification.

BMI shall not accept any other charges of any kind that are not listed in Section 4.3 or Section 2.1.

4.4 Currency. All fees, remittance, and other currency amounts set forth herein shall be denoted in, and calculated using, US Dollars.

4.5 Late Payments . All payments of amounts due to a Party which are not paid when due shall accrue late payment charges on the unpaid amount in the amount of one and one-half percent (1½%) per month or the maximum amount allowable under applicable law, whichever is less, from the date due until the date paid in full, including any accrued late payment charges

5.	LICENSES

5.1 BMI License of BMI Brand Features to STI . Subject to the terms and conditions of this Agreement, BMI (the “ Licensor” ) hereby grants to STI (the “ Licensee ”) for the Term of this Agreement a non-exclusive, non-transferable license, in the Territory, to reproduce, distribute and publicly display BMI Brand Features in connection with the marketing, distribution and presentation of the Services in accordance with this Agreement and the Branding Restrictions set forth in Section 6 below.

5.2 BMI License of Content to STI. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, for the Term of this Agreement, a non-exclusive, non-transferable, royalty-free license, in the Territory, to use BMI’s Catalog for the purpose of fulfilling End-User requirements of the BMI Service Bundle.

5.4 Ownership . This Agreement does not in any way convey ownership of any Brand Feature, or any part thereof, to the other Party.

6.	BRANDING RESTRICTIONS .

6.1 Branding Restrictions . During the Term of this Agreement, all marketing, sale, distribution or other use of the Services by BMI shall be branded solely with the BMI Brand Features, subject only to the branding requirements of wireless carriers or other distribution channels offering the Services (to the extent approved by BMI in advance in writing). All uses of the BMI Brand Features shall be subject to the branding policies provided by BMI or its licensors; any deviations thereof shall be subject to BMI’s prior written consent.

6.2 Use of Trademark Licenses . Each Party’s use of the Trademark License granted to it hereunder shall be in accordance with applicable trademark law, as well as Licensor’s policies regarding advertising and trademark usage as set forth in Licensor’s marketing or advertising guidelines, or as otherwise designated by the Licensor in writing from time to time during the Term of the Agreement. Except as provided in this Section or as subsequently mutually agreed in writing, neither Party shall associate any licensed item that are subject to the other Party’s Trademark License except for the express and limited purposes identified in this Agreement.

6.3 Trademark Obligations . The Licensee, pursuant to its Trademark License, agrees that whenever a Licensed Item is used in advertising or in any other manner, such use will, to the degree designated by the Licensor and allowed by law, include the appropriate “TM”, “SM” or R inside a circle, and the Licensee shall acknowledge that such Licensed Item is owned by the Licensor. The Licensee agrees that it shall not do or cause to be done any act or anything contesting or in any way impairing or reducing the Licensor’s right, title, and interest in the Licensed Item.

6.4 Quality . The Licensee shall not use any Licensed Item in any manner that would injure the reputation of the Licensor. In the event that the Licensor should notify the Licensee in writing that a Licensed Item does not conform to the standards set by the Licensor, the Licensee shall have thirty (30) days to bring such use into conformance, and provide Licensor with a specimen of such conforming use, or cease usage of the Licensed Item.

6.5 Infringement Proceedings and Trademark Registration . The Licensor shall have the sole right and discretion to bring legal or administrative proceedings to enforce its trademark rights hereunder, including actions for trademark infringement or unfair competition proceedings involving any Licensed Item. The Licensee shall not, during or after the Term of this Agreement, register or attempt to register any Licensed Item in any country or jurisdiction.

6.6 Substitution of Trademark . The Licensor reserves the right to substitute other marks for any Licensed Item upon notice to the Licensee, and in such event the Licensee agrees to immediately discontinue use of the selected Licensed Item and begin use of the substitute mark, which thereafter shall be considered a Licensed Item.

7.	WARRANTY

7.1 General . Each party represents and warrants that: (i) it has the full legal right and power to enter into and fully perform this Agreement and to make the commitments it makes herein, and (ii) as of the Effective Date there are no other agreements with any other party in conflict herewith.

7.2 Warranty of Title . Each party represents and warrants that, to the best of its knowledge, it has the right, title and interest in and to its intellectual property rights as necessary to grant all the rights to the other party as provided under this Agreement. Each party represents and warrants to its knowledge that it has obtained all the necessary and appropriate written assignment, clearance, approval, consent, release and/or license from any person or entity (including any third party independent contractor) rendering services in connection with its intellectual property rights licensed under this Agreement, and, with respect to BMI, any release related to any rights of privacy or publicity, as may be necessary for BMI to enter into this Agreement.

7.3 Data . Each party warrants to the other that such warranting party will not publish, distribute or otherwise provide to the other party for use hereunder any data, information, materials, Brand Features or APIs, or other intellectual property that: (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control; (iii) is defamatory or trade libelous; or (iv) contains viruses, spyware, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines. The above warranty specifically excludes all data published, distributed or otherwise provided by Wireless end-users.

7.4 WARRANTIES EXCLUDED. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH PARTY ACKNOWLEDGES THAT THE WEB SITES, SERVERS AND OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED IN CONNECTION WITH HOSTING SUCH WEB SITES OR PERFORMANCE OF ANY OF THE SERVICES HEREUNDER ARE PROVIDED "AS IS" AND THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY THAT THE MATERIALS, PRODUCTS, OR SERVICES IT PROVIDES HEREUNDER WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO ANY OF THE SERVICES WILL BE UNINTERRUPTED.

8.	PROPRIETARY RIGHTS

8.1 Pound Program – Notwithstanding section 8.2 below, STI shall retain exclusive, proprietary ownership rights in its systems and processes that make up the Pound Program, and does not, by means of this Agreement or otherwise, transfer to BMI any right of ownership in or to the same. BMI and their respective agents or affiliates shall not seek any copyright or trademark registration in or to the Pound Program

8.2 Chat Services, Content and BMI Service Bundle - BMI retains exclusive, proprietary ownership rights in and to its systems and processes for the provision of Chat Services, Content and the BMI Service Bundle, and where registered by BMI, the Short Dial Codes used by End Users to access the Pound Program hereunder, and does not, by means of this Agreement or otherwise, transfer to STI any right of ownership in or to the same.

8.3 Intellectual Property – each Party acknowledges that it does not own and has no ownership claim in or to any trademarks, trade names, copyright or other intellectual property of the other Party or its affiliates, (collectively the “Intellectual Property”), and that use by a Party of any Intellectual Property of the other Party, without the express written consent of the other Party, will constitute a material breach of this Agreement. In addition, the Parties agree to take no action, either during or after the term of this Agreement, that is inconsistent with, or could directly or indirectly impair or tend to impair, any of the other Party’s or its affiliates’ right, title or interest in or to its Intellectual Property, and a Party shall immediately notify the other Party if it knows or becomes aware of any infringing use of the other Party’s Intellectual Property by a third party.

8.4 End-User Information . Any and all information obtained from any End User purchasing a Service Bundle through the Pound Program is the property of BMI, and STI agrees to maintain the confidentiality of that information pursuant to the requirements of its Privacy Policy, any Carrier requirements and this Agreement. Any End User information collected by STI shall be passed to BMI and shall not be used by STI for any purpose but the effective application of the Pound Program on behalf of BMI and BMI’s End Users. Further, STI shall not distribute, sell or provide a third party, other than BMI and the Carrier, End User information.

9.	INDEMNIFICATION

9.1 Each Party (the “Indemnifying Party”) shall, at its expense and at no cost to the other Party, defend, indemnify, and hold harmless the other Party and its Affiliates and each of their officers, directors, employees and successors and assigns (the “Indemnified Parties”) from and against any damages, losses, penalties, liabilities or expenses of any nature (including reasonable attorneys’ fees) resulting from or in any way related to: (i) any breach by the Indemnifying Party of the Licenses granted by the Indemnified Parties, (ii) any breach of any covenant, warranty or representation of the Indemnifying Party under this Agreement, (iii) any claim or action arising from any negligent act or omission of the Indemnifying Party in performing its obligations under the Agreement, and (iv) any claim or allegation that any information, material or content provided by the Indemnifying Party for use in performing its obligations hereunder infringes, misappropriates or otherwise violates any trademark, patent, copyright or other intellectual property right of any Person (collectively the “Claims”).

9.2 The Indemnified Party will promptly provide the Indemnifying Party with Notice of any actual or potential Claim, except that any delay in such Notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that the delay caused any prejudice to the Indemnifying Party. The Indemnifying Party may settle, at its sole discretion and own expense, any such Claim against an Indemnified Party. Any disposition or settlement that imposes any liability on or affects the rights of the Indemnified Party will require the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed.

10.

LIABILITY LIMITATIONS

10.1 WITH THE EXCEPTION OF ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR ANY MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF ANTICIPATED REVENUE, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT TORT, PRODUCTS LIABILITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES EXPRESSLY AGREE THAT THE LIMITATIONS ON DAMAGES SET FORTH IN THIS AGREEMENT ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT. IN ADDITION, THE PARTIES AGREE THE FOREGOING IN NO WAY LIMITS THEIR RESPECTIVE INDEMNITY OBLIGATIONS HEREUNDER.

11.

TERM AND TERMINATION

11.1 Initial Term and Renewal. The term of this Agreement shall commence on the Effective Date and shall, unless earlier terminated as provided herein or as mutually agreed to by the Parties, continue for one (1) year (the “Term”). As of the last day of the Term, unless earlier terminated by delivery of Notice of termination from one party to the other prior to the expiration of the Term, or otherwise agreed to by the Parties in writing, the Term of this Agreement shall be automatically extended for additional six (6) month renewal periods, provided, however, either Party may terminate this Agreement during a renewal period at any time, and for any reason, by providing the other Party with no less than two (2) months written notice thereof.

11.2 Termination for Cause. Each Party shall have the right to terminate this Agreement for cause upon written notice to the other Party if the other Party materially breaches any provision of this Agreement, and either (1) does not cure such breach within thirty (30) days following written notice thereof from the non-breaching Party, or (2) if curable but not capable of cure within thirty (30) days, the breaching Party has not initiated and/or diligently pursued actions to correct the breach as soon as reasonably practicable, or (3) if the other Party ceases business operations, becomes insolvent, or is subject to any bankruptcy or other similar legal process or proceeding. Material breaches of this Agreement for which no cure period is required shall include, but not be limited to, (1) the failure or refusal to grant the Licenses set forth in Section 3 herein, and (2) any failure to pay any amounts when due three (3) or more times in a calendar year. In the event either Party fails to pay any amounts when due three (3) or more times in a calendar year, any and all rights to terminate the Agreement shall immediately revert to the Party that is not in default. A Party asserting its right to terminate this Agreement pursuant to the foregoing may do so in addition to, or in combination with, any other rights available to it under law, equity, or this Agreement, and shall not be liable to the other party for any termination charges, including, without limitation, damages for goodwill, investments made and the like.

11.3 Effects of Termination. Upon any termination or expiration of this Agreement: (i) all rights and Licenses granted under this Agreement shall terminate, except for those which survive termination as expressly provided in this Agreement, (ii) STI shall immediately remove the Service Bundle from the Pound Program, and shall cease permitting End Users to purchase and download the Service Bundle, (iii) BMI shall cease providing STI with access to the Service Bundle, (iv) STI shall cease distributing the Service Bundle in any manner to any End User or any other Person, (v) BMI shall fulfill End Users obligation from any BMI Service Bundles purchased, and (vi) the Parties shall promptly account for and submit all respective Payments due to the other Party.

11.4 Survival. The following provisions shall survive any termination or expiration of this Agreement, in addition to those terms that expressly survive: Section 2 (Refunds), Section 4 (Payment Terms) for all amounts due prior to the termination or upon expiration of this Agreement, and Sections 6 (Branding Restrictions), 9 (Indemnification), 10(Liability Limitations), and 12 (Confidentiality).

11.5 Termination for Material Adverse Change. If, during the Term of this Agreement, either Party determines that business conditions have changed, or are likely to change, to such an extent that continuation of this Agreement would have a material adverse effect on such Party, or any of its affiliates, then that affected Party shall provide Notice to the other Party disclosing the material adverse change. Once Notice has been provided, the Parties agree to meet in good faith to modify the terms of this Agreement in an attempt to mitigate or eliminate such material adverse effect. If the parties cannot agree to any such modifications within thirty (30) days of such Notice, then the affected Party shall be entitled to terminate this Agreement without liability by providing the other Party with thirty (30) days prior written notice thereof.

12.

CONFIDENTIALITY

12.1 Confidentiality. The parties agree to be bound by the terms of the Non-Disclosure Agreement entered into between the parties and attached as hereto as Exhibit “C.”

13.

GENERAL PROVISIONS

13.1 Costs and Expenses. Unless otherwise specified herein, each Party agrees that it is solely responsible for all costs and expenses incurred by such Party in connection with the performance of its obligations set forth in this Agreement.

13.2 Relationship of Parties. The Parties to this Agreement are independent of one another and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party shall have the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

13.3 Notices. All notices, consents, waivers, and other communications intended to have legal effect under this Agreement ( “Notices”) must be in writing, must be delivered to the other Party at the address set forth in the signature block below by personal delivery, certified mail (postage pre-paid), a nationally recognized overnight courier, or via facsimile with verified receipt of transmission, and shall be effective upon receipt (or when delivery is refused). Each Party may change its address for receipt of notices by giving written notice of the new address to the other party.

13.4 Governing Law and Venue. This Agreement shall be solely and exclusively governed, construed and enforced in accordance with the laws of the State of Nevada, USA, without reference to conflict of laws principles. Any suit, action or proceeding arising from or relating to this Agreement must be brought in either a state or federal court located in, or for which jurisdiction and venue would be appropriate for the geographical area including, Carson City, Nevada, USA, and each Party irrevocably consents to the jurisdiction and venue of any such court in any such suit, action or proceeding.

13.5 Attorneys’ Fees. In the event that any action or proceeding is brought in connection with this Agreement, then, following the final judgment for such action or proceeding, the prevailing Party shall be entitled to recover its costs and reasonable attorneys’ fees.

13.6 Non-Solicitation. The parties agree to be bound by the terms of non-solicitation as set forth in the Non-Disclosure Agreement entered into between the parties and attached as hereto as Exhibit C

13.7 Waiver. Neither a course of dealing nor the failure of either Party to require performance by the other Party of any provision of this Agreement shall affect the full right of such Party to require such performance at any time thereafter; nor shall the waiver by either Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

13.8 Assignment. Neither this Agreement, nor any rights, obligations, or other interests of a Party may be assigned by a Party without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any purported assignment of same without such consent shall be void. STI may subcontract to third parties its obligations under this Agreement, provided any such third party agrees to terms and conditions no less restrictive than those set forth herein, and may, upon written notice to BMI, assign its right to receive Payment to any other Person.

13.9 Severability . If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by an applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions; provided, however that if the Parties are unable to so change the provision, then the affected Party may terminate this Agreement upon thirty (30) days notice.

13.10 Force Majeure. Each party will be excused from performance hereunder (except for payment obligations that are due and payable upon the date of the happening of any force majeure event) for any period and to the extent that it is prevented from such performance, in whole or in part, as a result of delays caused by the other party or an act of God, natural disaster, war, civil disturbance, court order, labor disputes, third-party non-performance, or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including failures or fluctuations in electric power or telecommunications equipment, and such non-performance will not be a default or a ground for termination hereof.

13.11 Entire Agreement; Amendment; Construction. This Agreement, together with all Exhibits attached hereto (which are hereby incorporated by reference), completely and exclusively states the agreement of the Parties regarding their subject matter. This Agreement supersedes, and its terms govern, all prior or contemporaneous understandings, term sheets, memoranda of understanding, agreements, representations, summaries, proposals, or other communications between the parties, oral or written, regarding such subject matter. In the event of a conflict between the terms in the body of this Agreement and the terms in one or more of the Exhibits attached hereto, the terms of this Agreement shall control. This Agreement may be amended only by a written document signed by both Parties. The Section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

13.12 No Third Party Rights. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be enforceable by any Person other than BMI and STI, and no third party beneficiary rights are conferred on any such third party. Notwithstanding that any term of this Agreement may be or may become enforceable by a Person who is not a party to this Agreement, the terms and conditions of this Agreement may be modified or amended, or this Agreement may be suspended, cancelled, rescinded or terminated by the Parties as provided hereinabove without the consent of any such third party.

13.13 Counterparts and Facsimile Signatures. This Agreement may be executed and delivered in counterparts all of which taken together shall constitute one single agreement between the Parties. A facsimile transmission of the executed signature page of this Agreement shall constitute due and proper execution and delivery of this Agreement.

13.14 Audit. Each Party shall maintain complete and accurate records of all accounts pertaining to performance of this Agreement, in accordance with generally accepted accounting principles and in such a manner as may be regularly audited. An audit firm engaged by a Party, at such Party’s sole expense, has the right to review and audit those records and statements, including, without limitation, any and all invoices, vouchers, checks, or other documents used by the other Party in preparing any statement, Payment, or records or reports of any nature generated regarding a Party’s performance under this Agreement, at any reasonable time during the Term of this Agreement and for a period of one (1) year following the expiration or termination of this Agreement or until all disputes between STI and BMI are resolved, whichever is later; provided, however, such audit firm shall be required to execute an appropriate multi-party non-disclosure agreement with the audited Party and shall have no right to disclose any third party proprietary or confidential information obtained through the audit.

[SIGNATURE BLOCK]

In Witness Whereof , the Parties have executed this Agreement as of the Effective Date.

Boulevard Media, Inc. (“BMI”)		Single Touch Interactive, Inc. (“STI”)

By:	/s/ Garth M. Goddard	By:	/s/ Anthony Macaluso
Name:	Garth M. Goddard	Name:	Anthony Macaluso
Title:	Secretary	Title:	Founder


Address For Notice:		Address For Notice:

Boulevard Media, Inc.		Single Touch Interactive, Inc.
1045 Howe St., Suite 700		2235 Encinitas Blvd, Suite 210
Vancouver, BC V6Z2A9		Encinitas, CA 92024

Facsimile No.:		Facsimile No.: 760-438-1171
Telephone No.:		Telephone No.: 760-438-0100

EXHIBIT “A” - POUND PROGRAM FEATURES

STI’s Pound Program will include the following:

Provisioning of Short Dial Codes. The capability to provision voice Short Dial Codes on a carriers network or where requested, to provision voice Short Dial Codes on the carrier’s network. A voice Short Dial Code (e.g. #TALK - #8255) is a shortened number for callers to dial on participating Carrier’s networks simplifying the dialing process for End Users to access the Pound Program.

Front-End IVR System . The capability to provide a front-end IVR platform to initially accept calls from end-users (and directed by the carrier to STI based on the Short Dial Code). The STI IVR will provide initial screening processes, greetings, prompts and menu selections to the End User allowing the discovery and selection of Service Bundles, including the acceptance of charges for any Service Bundle purchased by an End User.

Redirection to BMI. The STI system will be capable of redirecting the calls to the BMI IVR on completion of these activities. Included in STI’s screens will be the verification of the MIN as a billable number and test for compliance with velocity limits set by the BMI and the carrier.

Content Management . Including the capability to receive Content from BMI’s Catalog, on-the-fly conversion of Content to a format appropriate for the End Users Handset, and integration with the voice, billing and delivery infrastructures. If needed STI will store the Content from BMI’s Catalog.

Delivery of Content to the End Users Handset . The Pound Program tracks each End User, selected Content, Carrier and Handset type and ensures the Content is delivered in an appropriate manner for that Carrier and Handset type. Where the End Users Handset is capable, STI will provide a one-button press to reconnect to the Chat Service. STI will use commercially reasonable efforts to initiate the process for an End User to download Content selected by the End User, within thirty (30) minutes after that selection is made by the End User.

Billing for the BMI Service Bundle . STI will provide all billing records required of the Carrier, at least weekly, to facilitate the addition by the Carrier of the BMI Service Bundle charges to the End User’s Carrier bill and will maintain the billing integration and reconciliation processes with the Carrier.

Activity Reporting . At the outset of this service agreement and for the first ninety days, STI will provide weekly reporting to BMI. Thereafter, reporting will be provided in real time via the Web for various sales and transactional elements with user defined timeframes.

Telecommunications Infrastructure . Telecommunications infrastructure to accommodate End Users calling to access the Pound Program also includes any hardware, software and Internet connectivity required to provide the Pound Program.

Pound Program Costs . STI shall be responsible for all costs incurred in the design, development, creation, installation and maintenance of the Pound Program, provided, however, BMI agrees that, during the Term of this Agreement, there will be no charge to STI by BMI, or any Affiliate, for Content or integration with BMI, including but not limited to the BMI Catalog.

EXHIBIT “B” – EXAMPLE REPORT

Data Fields to be reported on or made available in the real-time reporting system will include the following for each End-User Transaction

Mobile number

Call Date

Call Start Time

Disconnect Time

Duration

Maximum Time Purchased

BMI Termination Number Used

Pound Program Number

Charged Amount

Content Provided

EXHIBIT 10.12

SERVICES AGREEMENT

This Services Agreement (“ Agreement ”) is made as of December 18, 2005 (the “ Effective Date ”) by and between MOTRICITY INC. , a Delaware corporation, with offices at 2800 Meridian Parkway, Suite 150, Durham, NC 27713 (“ MOTRICITY ”), and SINGLE TOUCH INTERACTIVE INC., a Nevada corporation, with offices at 2235 Encinitas Blvd., Suite 210, Encinitas, CA 92024 (“ STI ”).

WHEREAS , concurrently with the execution of this Agreement, STI and MOTRICITY are entering into an Option Agreement pursuant to which MOTRICITY acquires a call option to purchase STI (the “Option Agreement”);

WHEREAS , MOTRICITY owns and operates wireless content storefronts, wireless application protocol portals and Internet portals for itself and on behalf of its subsidiaries and customers ;

WHEREAS , STI offers a mobile phone service which will allow callers to download content ,and/or download mobile coupons by dialing an assigned number; and

WHEREAS , MOTRICITY and STI wish to offer exclusive assigned number(s) for users of Motricity’s services, including without limitation Motricity’s customers and the end users the services MOTRICITY provides to its customers, to download content, and/or download mobile coupons on their mobile devices;

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MOTRICITY and STI hereby agree as follows:

1. Services . STI will provide those services described in Exhibit A hereto (“ STI Services ”), for the compensation set forth in Exhibit B , in the United States, its territories, commonwealths, and possessions and new territories as they become available (collectively, the “ Territory ”) subject to the terms and conditions of this Agreement. All STI Services will be provided in accordance with the service level standards in Exhibit A . The parties may update the exhibits from time to time to incorporate additional services and relevant pricing and standards, and any additional terms pertaining to services as mutually agreed upon by the parties.

2. Marketing . MOTRICITY and/or its customer partners will provide marketing and promotions for the STI Services to end-users with commercially reasonable effort, including such advertising in multiple forms (.g. Television, Radio, Web and Print) and subject to (a) Single Touch’s reasonable guidelines and (b) the mutual agreement between Motricity and Single Touch.

3. User Data . All data will be collected by STI in connection with the STI Services pertaining to rights granted within and in accordance with applicable laws, rules and regulations, including without limitation those related to privacy, and all applicable privacy policies, and will be solely owned by MOTRICITY and/ or its customers. To the extent STI obtains any rights in or to such data, STI will share such rights to MOTRICITY. STI will aggregate and deliver such data on a monthly basis to MOTRICITY, will use such data in accordance with its privacy policy.

4. Reporting . Within thirty (30) days after in writing notification by Motricity to STI of launching the Motricity #—___ service, STI will provide MOTRICITY with access to web-enabled real-time reports showing user traffic and other details in connection with the Motricity #—___ Services and related MOTRICITY campaigns where applicable..

5. Payment . Each Party Shall pay the other within thirty (30) days of the date of an invoice or the last day of the month, as applicable. STI will take all commercially reasonable steps to ensure that its chosen carrier billing affiliate will pay MOTRICITY the amounts set forth in Exhibit B in accordance with the terms therein, including filing or otherwise pursuing a claim against the billing affiliate to seek amounts owed Motricity. If STI or its billing affiliate is more than ten (30) days late in making any payments and MOTRICITY is otherwise in compliance with the Agreement. MOTRICITY may provide STI with written notice of such non-payment. If MOTRICITY is not paid the amounts due within thirty (30) days of such notice, MOTRICITY may terminate the Agreement and proceed, either in its name or in the name of STI, to collect the amount due directly against the affiliate, in which case STI will be responsible for its proportion of all reasonable costs of said collection efforts, including without limitation attorneys’ fees. MOTRICITY shall pay STI the amounts set forth in EXHIBIT B in accordance with the terms therein. If MOTRICITY is more than Thirty (30) days late in making payments and STI is otherwise in compliance with the Agreement, STI may provide MOTRICITY with written notice of such non-payment. If MOTRICITY does not pay the amounts due within thirty (30) days of such notice, STI may terminate the Agreement and all rights granted to MOTRICITY under the agreement shall revert back to STI.

6. Publicity; Confidentiality . Neither party shall discuss this Agreement or make any public or other announcement concerning this Agreement or the relationship with the other party, including without limitation marketing and publicity activities, without the other party’s written consent. STI may have access to, or may acquire confidential information concerning the MOTRICITY Entities (as defined in Schedule 1 ) and agrees to keep said information confidential during and after this Agreement. After providing the Services hereunder, STI shall surrender and deliver to MOTRICITY, or destroy (and provide written certification of destruction) at MOTRICITY’s request, all information conceived, developed, compiled and produced by or for STI under this Agreement. It is agreed that money damages would not be a sufficient remedy for any breach by STI of this Section 6, and MOTRICITY will be entitled to injunctive relief, specific performance, and/or other appropriate equitable remedy for any such breach. MOTRICITY’s election to pursue injunctive relief shall not be a waiver of any of MOTRICITY’s other remedies available to it under law, equitable principles or other legal theories.

7. Insurance . STI shall secure and maintain, at its expense, the insurance with the type of coverage and limits as set forth below in Schedule 1 .

8. Representations and Warranties . STI hereby represents and warrants:

(a) the execution, delivery and performance of this Agreement is within its corporate and/or other powers and has been duly authorized by all necessary corporate and/or other action,

(b) this Agreement constitutes a valid and binding agreement, enforceable against it in accordance with its terms, and does not conflict with any other agreements by which it may be bound,

(c) the content it provides in connection with STI Services, and the STI Services itself, is truthful and accurate, and does not and shall not violate any foreign, federal, state or local law or regulation,

(d) the content it provides in connection with STI Services, and the STI Services itself, does not and shall not infringe or misappropriate any patents, trademarks, copyrights, trade secrets, publicity or privacy rights, of any person or third party in any jurisdiction,

(e) the content it provides in connection with STI Services, and the STI Services itself, does not and shall not contain any material that is unlawful, harmful, abusive, hateful, obscene, threatening or defamatory,

(f) it shall comply with and adhere to applicable laws and regulations in the performance of its responsibilities hereunder, and

(g) it holds all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory authorities, agencies or bodies required for the conduct and operation of its business as currently conducted, and all such permits, licenses, orders and approvals are in full force and effect and no suspension, termination or revocation of any of the foregoing is threatened and there is no action, suit, proceeding or investigation pending or threatened that could restrict it, directly or indirectly, in performing its obligations hereunder or that could have a material adverse effect on its business, operations, earnings, prospects or condition.

9. Indemnification . The Parties mutually will defend, indemnify and hold and its officers, directors, employees, agents, representatives, successors, assigns, parents and affiliates harmless from and against any and all third party claims, demands, suits, actions or causes of action (whether or not groundless), liabilities, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or in connection with any of the services offered or rendered by either party hereunder, including without limitation with respect to the infringement or misappropriation of any patents, trademarks, copyrights, trade secrets, publicity or privacy rights of any person or third party in any jurisdiction or any violation of applicable privacy laws, rules or regulations, breach of any representation or warranty hereunder, or any act or omission pursuant to or in breach of this Agreement by either party, its employees, agents or representatives. The parties mutually agree to defend, indemnify and hold and its officers, directors, employees, agents, representatives, successors, assigns, parents and affiliates harmless from and against any and all claims or actions by employees or persons performing on behalf of either party based upon or arising out of the requirements of labor, employment insurance, social security and income tax laws applicable to either party and any claims related to death, injury, loss or damage to STI’ employees or agents.

10. Term and Termination . The term of this Agreement will commence on December 16th, 2005 and will continue in full effect for three (3) years. Thereafter, the Agreement will automatically renew for one (1) year periods unless either party gives the other party written notice of its intention not to renew the Agreement, such notice to be provided no later than thirty (30) days before the expiration of the then-current term. Either party may terminate this Agreement if the other party is in default of its obligations, and fails to cure such default within thirty (30) days after written notice thereof. This Agreement may be terminated by MOTRICITY for convenience upon ninety (90) days’ written notice to STI. Upon termination all data fees collected by STI on behalf of Motricity shall immediately become due.

11. Exclusivity .

(a)

During the term of this Agreement, STI will not, directly or indirectly, market, promote, provide or sell the program to Black Entertainment Television (BET) or any of BET’s subsidiary or affiliates without MOTRICITY’s prior written consent.

(b)

Within the Territory and until the related Option Agreement expires, STI may market, offer, promote provide or sell the Program to Verisign, Qpass, Infospace, m-Qube, Neustar, Openware or such entities subsidiaries or affiliates only with MOTRICITY’s prior consent, which consent may be withheld by MOTRICITY in its sole discretion. Optional STI services (such as ListenLive service offered by STI) are not available as a conduit for the above listed entities to generate value added sales (for example, from ringtones) utilizing the Program. The restrictions of this subsection (b) will terminate in the event MOTRICITY does not acquire STI pursuant to the Option Agreement.

(c)

For the purposes of this section 11, (i) the term Territory Means the United States, it’s territories, commonwealths and possessions and new United States territories as they become available, and (ii) the term Program means, in whole or in part, the STI Services provided to Motricity as described in Exhibit A of this agreement as STI’s #1-4-7 program, which is currently implemented, allows the user to download media content (eg., ringtones, games or music) or e-commerce content (e.g., mobile coupons) by dialing a 3- digit number from his or her handheld device (eg., telephone, ect.). at commercially reasonable rates and terms.

12. Independent Contractor . Nothing herein contained will be deemed to constitute an employment, partnership or agency relationship, between, or a joint venture by, STI and MOTRICITY. It is expressly understood that STI is an independent contractor. STI is not, and will not hold itself out to be, an agent or representative of MOTRICITY, and will have no authority whatsoever to enter into any binding agreements on behalf of MOTRICITY. STI will be solely and entirely responsible for its acts and omissions and for the acts and omissions of its employees, agents and representatives throughout the term of this Agreement.

13. Notices . Any communication hereunder must be given in writing and delivered in person, transmitted electronically, or mailed to the address for each party set forth above, with a copy to:

Motricity Inc.

2800 Meridian Parkway, Suite 150

Durham, NC 27713

Telefax: [______________]

Attn: [______________]

or to such other address or to such other person as either party shall have last designated by such notice to the other party.

14. Governing Law . This Agreement will be governed by and interpreted in accordance with the laws of the State of New York , without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction.

15. Miscellaneous . This Agreement: (a) may not be amended except by a writing duly signed by both parties; (b) represents the full understanding of the parties and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter hereof; (c) may not be assigned by STI without the consent of MOTRICITY except in connection with a merger or acquisition of all or substantially all of STI’s assets, in which case this Agreement will be deemed automatically assigned to the successor in interest. unless MOTRICITY provides written notice of its non-consent objection to the assignment within ninety (90) days of the effective date of the merger or acquisition; (d) shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. The provisions of Sections 3, 6, 8, 9, 10 and 14 will survive any termination of this Agreement. No consent or waiver hereunder shall be effective unless it is explicit, in writing and executed by the waiving party. Furthermore, no consent or waiver shall extend to or affect any obligations hereunder not expressly waived, or impair any right consequent thereto. In the event of a conflict between this Agreement and any exhibit or schedule hereto, the terms of this Agreement will control.

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective authorized representatives as of the Effective Date.

MOTRICITY INC.		SINGLE TOUCH INTERACTIVE INC.

By:	/s/ Ryan K. Wuerch	By:	/s/ Anthony Macaluso

Name:	Ryan K. Wuerch	Name:	Anthony Macaluso

Title:	CEO	Title:	Founder

EXHIBIT A

STI SERVICES

STI Services under this Agreement consist of STI’s #1-4-7 program (the “ Program ”), which as currently implemented, allows the user to download media content (e.g., music) or e-commerce content (e.g., mobile coupons) by dialing a 3-digit number from his or her handheld device (e.g., telephone, PDA, etc.). Optional STI Services available and not included under this Agreement consist of STI’s ListenLive and SeeItLive services, which means a voice call that enables users to dial in and hear or view a concert or a portion of a concert over their phone for a fee, charged to their cell phone bill, (e.g. $2.99 for 15 minutes of the Rolling Stones live from Madison Square Garden).

The unique vanity number(s) for use by MOTRICITY under this Agreement shall be: #BET and any other number reasonably requested b MOTRICITY , which number(s) may be changed or added to by mutual agreement of the parties and subject to carrier approval.

STI will work with telecom carriers in connection with delivering the STI Services to users and will insure the Program is integrated into the carriers’ systems. As of the Effective Date, Cingular and Dobson Wireless carry the STI Services. STI will make commercially best efforts to sign up other telecom carriers to deliver the STI Services.

SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) defines the service level requirements between Motricity and Single Touch Interactive, Inc. (STI) for STI’s #147 Program. This document defines the requirements of STI for performance metrics, reporting, incident management and change management. It lists the contact information for both companies.

Definitions

Unless defined herein, all capitalized terms shall have the meanings set forth in the Agreement

Term		Definition
Availability		The percentage resulting from the following calculation: [1-(Down Time/(Total Time - Scheduled Down Time))] x 100. Availability percentages shall be expressed to two decimal points with the second decimal place rounded up or down to the nearest one-hundredth of a percentage point.
Business Hours		Monday through Friday, 8:00 am to 5:00 pm Pacific Time.
Down Time		The number of minutes the #147 Program under STI’s control is not Operational during a calendar month.
Emergency Maintenance		Maintenance required outside the agreed-upon Scheduled Maintenance, or necessary within Scheduled Maintenance but not scheduled in advance pursuant to Section 5.

Term		Definition
Hours of Operation		24 hours a day, 7 days a week and 365 days a year.
Incident		Any problem with the #147 Program for which Motricity requests support in conformance with this SLA.
Incident Management Process		This facilitates incident management through the notification and escalation processes. This process alerts designated Motricity departments to #147 Program-affecting incidents and provides a method by which succeeding levels of technical expertise and related management are engaged in restoration activities.
Operational		The #147 Program under STI’s control is (i) materially functional and available to its intended end user in accordance with its documentation and applicable specifications, and (ii) not experiencing any customer-impacting errors, defects or service-limiting issues.
Resolution		The correction of the error, defect or condition giving rise to the Incident at STI discretion.
Scheduled Down Time		The number of minutes of Down Time incurred during Scheduled Maintenance. Scheduled Down Time does not count in the Availability requirement.
Scheduled Maintenance		The number of minutes of maintenance that is scheduled in advance. Scheduled Down Time shall occur within the Scheduled Maintenance window.
Service Impact Report (“SIR”)		The severity level assigned to an Incident based on the Incident classifications defined in section 4.5 below. SIR reflects the degree of customer impact resulting from an incident, with an SIR 1 having the greatest impact and a SIR 3 having the least.
Technical Bridge		A teleconference that brings together appropriate technical people and their immediate supervisors and managers to focus on isolating and resolving an Incident.
Technical Control Bridge		A teleconference used by higher-level managers or executives who need to understand what has occurred, the progress made toward Incident Resolution and whether or not additional resources are needed to resolve the Incident.
Total Time		The total number of minutes in a given calendar month.
Trouble Ticket		A numbered record that documents a significant event or Incident. The tracking document for an Incident or Scheduled Maintenance.

2.	Performance Requirements

2.1.

Monthly Availability Performance Requirement

STI will ensure that the #147 Program maintains a monthly Availability of 99.9%.

2.2.

Service Level Reporting

If requested, STI will provide Motricity with reporting for Availability on a monthly basis. The reports will be due five (5) business days following the end of the applicable month. These reports will include:

Availability

Minutes of Scheduled Maintenance and any resulting Down Time

Minutes of Emergency Maintenance and any resulting Down Time

Total Down Time

List of Incidents with date, start time, stop time and reason

3.	Non-Performance and Chronic Failure

3.1.

Failure

If the Availability Performance Requirement is below 99.9% in any calendar month, STI shall provide Customer a service credit equivalent to one (1) hour of service for each cumulative thirty (30) minutes of Down Time in excess of an aggregate of 44 minutes of Down Time in such month (the “Service Credit”). The Service Credit will be determined by averaging the value of the services STI provided MOTRICITY during the six months (or if it has been less than six months since the date this Agreement was executed, by the number of months STI has provided services to MOTRICITY) immediately prior to the month in which the Down Time occurs, divided by 720 hours. STI shall calculate and issue any Service Credit that may be owed. Any Service Credit will be identified on the applicable monthly invoice and will be applied against the fees and charges Motricity owes STI.

4.	Incident Management

All entities responsible for the #147 Program’s Service Availability will follow this matrix for Incident communication and Incident Management.

4.1.

Monitoring

STI will monitor all functional components and all network connectivity points related to the #147 Program 24 hours per day, 7 days per week, and 365 days per year.

4.2.

Trouble Tickets and Updates

STI will provide Incident isolation, testing and repair work for all #147 Program errors, defects or #147 Program problems, and third-party system errors, defects or problems that are within STI’s span of control. STI will proactively inform Motricity when an issue or condition arises that may cause potential system anomalies and additional Trouble Tickets.

4.3.

Motricity Notification to STI

Motricity may communicate Incidents to STI by email or telephone. In each case, STI will open a Trouble Ticket with enough information to identify, reproduce the Incidence and assist in Incident Resolution. STI will generate a single response by email for each Trouble Ticket regardless of Trouble Ticket receipt method. The email response from STI will include the information supplied to STI.

4.4.

STI Notification to Motricity

In the event that STI identifies an Incident, STI is responsible for notifying Motricity. Motricity may track Incidents via an STI Trouble Ticket number. STI shall provide a first response, first update and subsequent updates for each Incident according to time periods described in the following table:

Incident

End User

Impact

First

Response

First

Update

Subsequent Updates

SIR 1

75% – 100%

Within 1 hour

1 hour

Every hour, or change in status

SIR 2

25% – 74%

2 hours

Every 2 hours, or change in status

SIR 3

0% – 24 %

4 hours

Every 2 hours, or change in status

4.5.

Incident Classifications

Once an Incident is reported STI will assign a SIR based on the table below:

Service Impact Report		Description
SIR 1		This incident level is attained when any of the following conditions are met: · A complete #147 Program outage · An outage that affects 75% or more of subscribers · A recurring outage of the #147 Program
SIR 2		This incident level is attained when any of the following conditions are met: · An outage that affects 25% to 74% of the subscribers
SIR 3		This incident level is attained when any of the following conditions are met: · A corruption in the delivery of the #147 Program · An outage that affects 24% or less of the subscribers · Results that are materially different from those described in the product definition for essential features

4.6.

Technical Bridge and Technical Control Bridge

Motricity may establish a Technical Bridge or a Technical Control Bridge for any Incident. STI shall join the Technical Bridge upon thirty (30) minutes notice from Motricity during Business Hours. These Technical Bridges are used for communication, troubleshooting, triage and escalation.

4.7.

Resolution

STI will provide Resolution to SIR Incidents according to the time periods described in the following table:

Incident	End User Impact		Resolution
SIR 1		75 % – 100%		Within 24 hours of First Response
SIR 2		25 % – 74%		Within 48 hours of First Response
SIR 3		0% – 24%		Within 4 days of First Response

5.	Change Management – Maintenance

5.1.

Scheduled Maintenance/Scheduled Downtime

STI will notify Motricity by email no less than five (5) working days before a Scheduled Maintenance event. Motricity accepts the STI Scheduled Maintenance request unless Motricity responds within 36 hours before the Scheduled Maintenance. STI will notify Motricity via email prior to and after the Scheduled Maintenance is performed, or if Scheduled Maintenance is postponed or cancelled.

STI will notify Motricity of Scheduled Down Time and it will occur during the Scheduled Maintenance window. Scheduled Down Time will not count against Availability.

5.2.

Maintenance Window

STI will perform Scheduled Maintenance and Scheduled Down Time from Monday to Sunday between the hours of 10:00 pm and 3:00 am Pacific Time.

5.3.

Emergency Maintenance

Should STI require Emergency Maintenance, STI will contact Motricity Operations as soon as possible.

6.	Contacts and Hours of Operation

The following Contacts information may be updated and republished anytime by either party upon written notice to the other. Changes will not be maintained within this SLA document.

STI	Hours of Operation	Role	Phone/Email
STI Support Center	8:00 am – 5:00 pm PT Monday – Friday VM with notification for after hours	Receive and report internal operational issues and maintenance	1-877-784-2777 support@singletouch.net
Mark Ramirez, STI Support Center Manager	24 x 7 x 365	Escalation – Maintenance and ensure all operational issues are resolved	858-864-7297 wireless mark@singletouch.net
Tom Hovasse, VP – Product Management	24 x 7 x 365	Escalation – Ensure all operational issues are resolved	858-864-7296 wireless thovasse@singletouch.net

EXHIBIT B

PRICING

STI shall provide Motricity its full suite of technology and services described in Exhibit A at no cost (beyond pass through of out of pocket 3rd party costs paid by STI solely related to Motricity’s use of such technology and services (“Cost-of-goods-sold”) for the period until the Option Agreement expires. An example of a 3 ^rd party Cost-of-good-sold would be content licensing costs or carrier fees.

After the Option Agreement has expired, if Motricity has not exercised its option to acquire STI, then this Agreement will continue in force as a standalone agreement under which Motricity will receive a credit in the amount of $2,000,000 (the “Credit) which Motricity shall be able to use to acquire services from STI under this Agreement at a rate of $0.175 per transaction on the delivery of any mobile content for a period of up to three years thereafter in accordance with this Agreement. STI shall apply the Credit against amounts owed by Motricity under this Agreement until the entire amount of the Credit is expended. If Motricity’s usage of STI’s services under this Agreement should exceed the amount of the Credit, then Motricity will be obligated to pay STI at $0.175 per transaction on the delivery of any mobile content for the remainder of the term of this Agreement, unless this Agreement is terminated early in accordance with its terms.

Optional Service

Listen Live and See it Live will be made available to Motricity for use subject to terms to be negotiated between the parties, nothing in this contract warrants or conveys any rights in the Listen Live or See It Live product. In addition, Motricity understands that no monies which are the subject of this agreement will be applied as advance, royalty security or credit is being applied towards Listen Live or See it Live.

SCHEDULE 1

INSURANCE REQUIREMENTS

STI will secure and maintain, at its expense, the following insurance types which are marked with “x” :

£ Workers’ Compensation Insurance , including without limitation occupational diseases Coverage A statutory, including without limitation broad form all states endorsement Employer’s Liability Coverage B - $1,000,000 limit. STI, at its expense, shall cause its Workers’ Compensation carrier to waive insurer’s right of subrogation with respect to MOTRICITY Entities ¹ and their directors, officers, employees and agents (collectively with the MOTRICITY Entities, the “MOTRICITY Insureds”) to the extent described herein. If STI is exempt from the Statutory Requirement to provide Workers’ Compensation Insurance, it must provide a copy of the state exemption certificate or a representation letter from a company officer stating it is exempt and will take full responsibility for any work-related injuries of its employees.

£ Comprehensive General Liability Insurance written on 11/98 ISO occurrence form or broader with no additional exclusions and including without limitation products liability, completed operations, blanket contractual liability, bodily injury, personal injury, broad form property damage, third party property damage, that shall be primary, not contributing coverage, and contain a cross-liability endorsement naming the MOTRICITY Insureds as additional insureds , with the following limits of liability: each occurrence $1,000,000 CSL, aggregate $2,000,000 CSL. The additional insured status must be primary with respect to the STI’s activities and the MOTRICITY Insured’s policies will be non-contributing.

£ Media/Professional Liability Insurance (E&O) with standard coverage, including but not limited to, coverage with respect to claims for damages for infringements of copyrights or other literary property rights including without limitation title and music, libel or slander or any other forms of defamation, infringement of privacy and publicity rights, authorized use of names, plagiarism, and similar matters. Such insurance shall be for an amount deemed adequate by Licensor, but shall at least be for $1,000,000 per each occurrence and $3,000,000 in the aggregate. STI will comply with the requirements of such insurance regarding the giving of notices and cooperating with the carrier in the defense of claims under the policy. STI will cause its carrier to add the MOTRICITY Insureds as Additional Insureds and they will waive their right of subrogation in favor of the Additional Insureds.

£ If an automobile is used in connection with the performance of STI’s obligations under this Agreement, Comprehensive Automobile Liability Insurance insuring the ownership, maintenance, or use of any owned, non-owned, or hired automobile used in the performance of STI’s obligations under this Agreement, naming the MOTRICITY Insureds as additional insureds, with the following limits of liability: Bodily Injury and Property Damage Liability , each occurrence $1,000,000 CSL.

£ If property or equipment is to be used by STI in connection with the performance of STI’s obligations under this Agreement, evidence of an “All Risk” Property Policy covering such property and equipment, whether owned, leased, rented or borrowed.

£ If STI is producing a product for the MOTRICITY Entity that is the party to this Agreement, STI must add the MOTRICITY Entities as Loss Payees on STI’s Property and Time Element coverage with respect to the manufacturing and distribution of that product and provide the MOTRICITY Entity with evidence thereof.

£ If STI is providing construction services, Umbrella Liability Insurance written on a “following form” basis with a $10,000,000 limit per occurrence and in the aggregate.

The insurance required above does not limit STI’s liability to the MOTRICITY Entities with respect to this Agreement and the obligations of STI hereunder.

Certificate Holder: MOTRICITY Insureds, [______________________] .

Original certificates of insurance and certified copies of endorsements naming the MOTRICITY Entities as additional insureds and loss payees and evidence of insurance as required above must be delivered at least ten (10) days before the commencement of the Services to the person specified on the signature page above, together with a copy to [_________________________] . Each such certificate shall be signed by an authorized agent of the insurance company or insurance broker and shall provide that at least thirty (30) days notice shall be given to the MOTRICITY Entity that is a party to this Agreement prior to any cancellation, non-renewal or modification. Such MOTRICITY Entity is under no obligation to request the delivery of such certificates or endorsements. If STI fails to deliver said insurance certificate(s) or endorsement, the MOTRICITY Entity’s failure to demand delivery shall not be construed as a waiver of the STI’s obligation to provide the insurance coverage specified herein.

_________________________________

EXHIBIT 21

LIST OF SUBSIDIARIES

HSN (NJ) Inc., a New Jersey corporation

Single Touch Interactive, Inc., a Nevada corporation