S-3 1 fs3_1003.htm HOST AMERICA CORPORATION FORM S-3 Host America Corporation Form S-3 filed October 22, 2003

As Filed with the Securities and Exchange Commission on October 22, 2003

Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________________

HOST AMERICA CORPORATION
(Exact name of registrant as specified in its charter)

Colorado
 (State or other jurisdiction of
incorporation or organization)

       

06-1168423
 (IRS Employer Identification No.)

Two Broadway
Hamden, Connecticut 06518
(203) 248-4100
 (Address, including zip code, and telephone number, including
area code or registrant’s principal executive offices)

     

Geoffrey W. Ramsey
Chief Executive Officer
Host America Corporation
Two Broadway
Hamden, Connecticut  06518
   (Name, address, including zip code, and telephone number,
including area code or agent for service)

     

Copies To:

John B. Wills, Esq.
Adam D. Averbach, Esq.
Berenbaum, Weinshienk & Eason, P.C.
370 Seventeenth Street, 48th Floor
Denver, Colorado  80202-5626
(303) 825-0800

       

Geoffrey W. Ramsey
Host America Corporation
Two Broadway
Hamden, Connecticut  06518
(203) 248-4100

Approximate date of commencement of proposed sale of the securities to the public: At such time or times after the effective date of this registration statement as the selling shareholders shall determine.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box: /  /

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividends or interest reinvestment plans, check the following box:  /X/

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  /  /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering:  /  /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:  /  /

________________________________

CALCULATION OF REGISTRATION FEE

Title of each class of
Securities to be registered

Amount to be
registered(1)

Proposed maximum offering
Price per unit(2)

Proposed maximum aggregate
Offering price(2)

Amount of
Registration fee

Common Stock, $.001 par value

450,412

$7.64

$3,441,147.68

$278.39

(1)     

The amount to be registered includes shares of common stock issuable upon exercise of outstanding options and warrants.  The actual number of shares of common stock registered in this registration statement includes such additional number of shares of common stock as may be issued or issuable by reason of any stock split, stock dividend or similar transaction involving the common stock, in accordance with Rule 416 under the Securities act of 1933, as amended.

(2)     

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, based on the average ($7.64) of the high ($7.80) and low ($7.48) sale price of our common stock as reported on the Nasdaq Small Cap Market on October 16, 2003.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay the effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed.  These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated October 22, 2003

PROSPECTUS

HOST AMERICA CORPORATION

450,412 Shares of Common Stock
($.001 Par Value)

________________________________

       This prospectus relates to the offer and sale from time to time of up to 450,412 shares of common stock issuable upon the exercise of outstanding warrants held by the selling shareholders.  The warrants were originally issued in connection with two private placements of our securities.  We issued 32,692 warrants to purchase 32,692 shares of our common stock in a private placement in June 2001.  The warrants are exercisable until July 21, 2005 and have an exercise price of $5.50 per share.  Additionally, we issued 417,720 warrants to purchase 417,720 shares of our common stock pursuant to a private placement in February 2003.  The warrants are exercisable from December 31, 2003 to January 31, 2008 at an exercise price of $2.00.

       The prices at which selling shareholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.  We will not receive any of the proceeds from the sale of the shares.  However, we will receive up to approximately $1,015,246 from the exercise price of the warrants if, and when, exercised.  We will use the proceeds for general working capital purposes.  We have agreed to pay the expenses incurred in registering these shares, including legal and accounting fees.

       Our common stock is listed on the Nasdaq Small Cap Market under the symbol “CAFE.”  On October 16, 2003, the closing price for our common stock was $7.50.

       Investing in our common stock involves risks, which are described in the “Risk Factors” section beginning on page 7 of this prospectus.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

________________________________

The date of this prospectus is __________, 2003

Table Of Contents

Preliminary Notes. 2

Statement Regarding Forward Looking Information. 2

Our Business. 3

Risk Factors. 7

Use of Proceeds. 12

Selling Shareholders. 12

Plan Of Distribution. 14

Experts. 15

Legal Opinions. 15

Where You Can Find More Information. 15

Incorporation of Certain Documents by Reference. 16

Preliminary Notes

       The terms “Host America,” “we,” “our” and “us” refer to Host America Corporation and our wholly-owned subsidiaries, Lindley Food Service Corporation and SelectForce, Inc. unless the context suggests otherwise.  The term “you” refers to a prospective investor.

       You should rely on the information contained or incorporated by reference in this prospectus.  See “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” on pages 15 and 16.  We have not authorized anyone to provide you with different information.  We are not making an offer of these securities in any jurisdiction where the offer or sale is not permitted.  You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

Statement Regarding Forward Looking Information

       This prospectus and our filings with the Securities and Exchange Commission (or “SEC”) incorporated by reference in this prospectus include forward-looking statements.  All statements, other than statements of historical facts, included in this prospectus and our filings with the SEC incorporated by reference in this prospectus regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements.  The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.  Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make.  We have included important factors in the cautionary statements included or incorporated in this prospectus, particularly under the heading “Risk Factors” beginning on page 7 below that we believe could cause actual results or events to differ materially from the forward-looking statements we make.  Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

Our Business

        Host America Corporation consists of three principal operating divisions:  Host Business Dining, Lindley Food Service and SelectForce.  Lindley Food Service and SelectForce conduct their operations through entities which are wholly-owned subsidiaries of Host.  Host Business Dining is a contract food management organization that specializes in providing full service corporate dining, and such ancillary services as special event catering, and vending and office coffee products to business and industry accounts located in Connecticut, New York, New Hampshire, New Jersey, Massachusetts, Rhode Island and Texas.  Our Lindley Food Service subsidiary provides fresh, unitized meals for governmental programs, such as senior nutrition programs, Head Start programs, school breakfast and summer school programs, primarily under fixed-price contracts in Connecticut, Florida, Indiana, Massachusetts, Rhode Island and Texas.  Our SelectForce subsidiary is a regional employment and drug screening company offering criminal histories, motor vehicle reports, workers compensation records, verification of education and social security numbers, credit reports and previous employment verification.  SelectForce is able to provide its services to clients throughout the United States and currently has clients in Connecticut, Colorado, Oklahoma, Texas, Missouri, New Mexico, Kansas and Arkansas.

       Our principal executive offices are located at Two Broadway, Hamden, Connecticut 06518 and our telephone number is (203) 248-4100.

History

       We were formed as a Delaware corporation on February 6, 1986 under the name University Dining Services, Inc.  Our initial business strategy was to provide food service to colleges and preparatory schools in the New England area.  After several years, we determined it was more profitable to concentrate on larger, more densely populated customer bases.  Accordingly, in 1992, we became a full service food management company providing employee dining and special events catering to large office complexes.

       In February 1988, we conducted an initial public offering and sold 5,000,000 shares of our common stock to the general public.  In February 1998, we affected a 100 to 1 reverse stock split of our then outstanding shares.  To insure continuity of management, in March 1998, we issued 700,000 shares of Series A preferred stock to our officers and directors.  In addition, we entered into five (5) year employment agreements with our founders and executive officers, Geoffrey W. Ramsey and David J. Murphy.

       On July 21, 1998, we completed a public offering of 1,000,000 shares of our common stock and 1,150,000 common stock purchase warrants.  We received net proceeds of $3,782,917 from the sale. We utilized the proceeds of the offering for sales and marketing, product development, acquisitions and working capital.

       On April 30, 1999, we filed Articles of Merger with the State of Colorado merging Host Delaware into Host Colorado and Host Delaware ceased to exist as of that date.  We changed our corporate domicile to reduce the amount of franchise tax required in the State of Delaware.

       On July 31, 2000, we purchased all of the issued and outstanding shares of Lindley Food Service Corporation of Bridgeport, Connecticut, resulting in a total purchase price, including acquisition costs, of approximately $6,116,000.  Host paid approximately $3.7 million in cash and issued 198,122 shares of its “restricted” common stock.  The acquisition was partially financed by a $2,500,000 five-year term loan.  Lindley is engaged in the preparation and sale of fresh and frozen unitized meals for senior food programs, school lunches, and various governmental programs, under fixed-price contracts.  Unitized meals allow our clients to contain costs and ensure high quality nutritional standards.  Lindley is the single largest provider of fresh, unitized meals in Connecticut.  Mr. Mark Cerreta and Mr. Gilbert Rossomando, senior management of Lindley, became part of our management team pursuant to four-year employment agreements.  Mr. Gilbert Rossomando was appointed to our board of directors in July 2000.

       On March 28, 2002, we acquired all of the outstanding shares of SelectForce, Inc. pursuant to a merger agreement dated October 26, 2001, as modified by an amendment agreement dated December 19, 2001.  In consideration for the acquisition of SelectForce, we issued a total of 700,000 shares of Host “restricted” common stock to the SelectForce shareholders.  This transaction was approved by our shareholders at our annual meeting which was held on March 28, 2002, and SelectForce now operates as a wholly-owned subsidiary of Host.  We believe that we will be able to expand SelectForce’s customer base by offering the services to Host’s food service clients and marketing the services to potential clients as an additional service offering.  In connection with our acquisition of SelectForce, we entered into a non-competition and employment agreement with SelectForce’s president, Tammi Didlot.  Pursuant to that agreement, Ms. Didlot will be employed for a term of four years as the President of our SelectForce subsidiary, and she will not compete with our business for one year from the termination of her employment agreement, whichever is longer.  Ms. Didlot has also been elected to our board of directors.

Recent Developments

       On July 21, 2003, 700,000 shares of the Host’s Series A preferred stock was converted by present and a past director into 700,000 shares of common stock in accordance with the preferred stock’s provision to automatically convert into common stock five years from its issuance date of July 21, 1998.

       On July 31, 2003, Host entered into a Modification and Reaffirmation Agreement with its bank that modified the First Amended and Restated Commercial Loan and Security Agreement dated April 5, 2002.  Pursuant to the Modification Agreement, the bank agreed to extend the maturity date of Host’s revolving line of credit and term note to July 1, 2004.   In addition, the bank agreed to restore Host’s ability to draw standby letters of credit, in an aggregate amount not to exceed $143,550, as collateral on performance bonds for certain senior feeding programs.  Host will pay the bank a fee of two percent per annum of the face amount of each letter of credit issued by the bank.  The Modification Agreement also modified the interest rate on the term note from 9.77% to a variable rate of prime plus 1.5%.

       On August 1, 2003, Host opened three new corporate dining locations.  One was for Stolt-Nielson Transportation Group in Houston, Texas.  The opening of this facility provides Host with an opportunity to pursue additional corporate business dining accounts in the southwest region of the country. The other openings took place at two additional Pitney Bowes locations in Stamford, CT.

       On August 5, 2003, the Board of Directors of Host authorized and approved the designation, issuance and sale of Series B convertible preferred stock, a newly created series of Host’s preferred stock.  On August 11, 2003, Host privately offered and sold 266,667 shares of the Series B convertible preferred stock to an individual investor for an aggregate purchase price of $400,000, or $1.50 per share.  The Series B stock has various preferences and conversion rights, including the right to receive a cumulative distribution at the rate of 8% per share per annum, payable semi-annually on or before the day of Host’s fiscal quarters ending December 31st and June 30th.  Furthermore, the Series B stock is convertible for a period of 5 years from the issue date into shares of Host’s common stock according to the conversion ratio set forth in the Articles of Amendment to the Articles of Incorporation of Host, which were filed with the Colorado Secretary of State on August 11, 2003.  The Articles of Amendment also set forth the other preferences, conversion and other rights, voting powers, limitations as to distributions and qualifications of the Series B stock.

        In September 2003, Messrs. Rossomando and Cerreta, the President and Executive Vice President of our Lindley subsidiary, notified us that they would be electing to exercise a portion of their earnings interest in the Lindley profits, which they are entitled to pursuant to the share purchase agreement between Host and Lindley.  Host will pay to Messrs. Rossomando and Cerreta, in the aggregate, $141,600.  Host and Messrs. Rossomando and Cerreta are currently in the process of negotiating the payment terms.  Amounts due to Messrs. Rossomando and Cerreta in conjunction with the Earnout EBITA, which totaled $248,700 and $231,100 as of June 30, 2003 and 2002, respectively, is considered to be additional purchase price and therefore has been recorded as goodwill and is reflected as a component of accrued expense in the consolidated balance sheets.  The Company is repaying this obligation in monthly installments of $10,000 plus 12% interest.

        On September 24, 2003, Host entered into a merger agreement with Host Acquisition Corporation (“HAC”) and GlobalNet Energy Investors, Inc. of Carrollton, Texas.  Pursuant to the agreement and subject to shareholder approval, GlobalNet will merge with HAC, a wholly-owned subsidiary of Host organized for the purposes of the merger. GlobalNet, as the surviving corporation, will become a wholly-owned subsidiary of Host.  GlobalNet shareholders will receive, in the aggregate, 250,000 shares of Host’s “restricted” common stock in exchange for their outstanding GlobalNet common stock.  In addition, Host will be required to issue additional shares of its “restricted” common stock through March 31, 2007 to the GlobalNet shareholders if GlobalNet achieves certain performance goals as defined in the merger agreement.  The agreement further contains numerous representations, warranties and covenants by the parties, including the allocation to GlobalNet, on an as received basis, of 80% of the net proceeds from the exercise of Host’s 1,150,000 warrants, exercisable at $5.50 per warrant, that are currently publicly traded under the NASDQ symbol “CAFEW.”  Prior to exercise of these warrants, Host will file a post-effective amendment to its Registration Statement (SEC Registration No. 333-50673).  The agreement also provides that Host will enter into an employment agreement with Eric Barger, the President of GlobalNet for a term of three and one half (3½) years and provides that the GlobalNet shareholders will have the right to appoint two (2) Class III directors to Host’s Board of Directors to serve three (3) year terms.  The agreement is subject to shareholder approval and the filing of a definitive proxy statement with the Securities and Exchange Commission in connection with the annual meeting of shareholders.  The transaction is expected to be completed and the closing to occur in the second or third quarter of Host’s fiscal year.  A copy of the Merger Agreement is attached as an Exhibit to Host’s Form 8-K filed on September 25, 2003.

       GlobalNet is a development stage Texas corporation formed for the purpose of manufacturing, marketing and selling energy saving products and technology.  GlobalNet’s initial product was developed by its President, Eric Barger, and an affiliated company, Energy N Sync, Inc. (“ENS”) and consists of a computerized controller capable of reducing energy consumption on inductive loads and a majority of lighting systems.  GlobalNet believes that its products will afford large and small businesses significant savings in their energy use, including existing clients of Host.  To date, GlobalNet’s activities have been limited to product development and forming a manufacturing and distribution plan through its relationship with ENS.  GlobalNet has limited assets and has funded its operations to date by shareholder investments and other loans of approximately $750,000.  After completion of the merger with GlobalNet, Host intends to introduce GlobalNet’s products and technology to its major corporate dining accounts.

Risk Factors

       An investment in the common stock being offered is very risky.  The risks described below are not the only ones that we face.  Additional risks that are not yet known to us or that we currently think are immaterial could also impair our business, operating results or financial condition. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment.

Risks Related to Host Generally

Any acquisitions that Host undertakes could be difficult to integrate and could disrupt its business, dilute shareholder value and adversely affect Host’s operations.

        A component of Host’s strategy is to pursue acquisitions of other businesses.  There can be no assurance, however, that Host will be able to identify, negotiate and consummate acquisitions or that acquired businesses can be operated profitably or integrated successfully into Host’s food service operations.  In addition, acquisitions by Host are subject to various risks generally associated with the acquisition of businesses, including the financial impact of expenses associated with the integration of acquired businesses.  There can be no assurance that Host’s historic or future acquisitions will not have an adverse impact on Host’s business, financial condition or results of operations.   If suitable opportunities arise, Host anticipates that it would finance future acquisitions through available cash, bank lines of credit or through additional debt or equity financing.  There can be no assurance that such debt or equity financing would be available to Host on acceptable terms when, and if, suitable strategic opportunities arise.  If Host were to consummate one or more significant acquisitions in which part or all of the consideration consisted of equity, shareholders of Host could suffer a significant dilution of their interests in Host.

Government regulations could adversely affect Host’s business.

       Host’s business is subject to various governmental regulations incidental to its operations, such as environmental, employment, and safety regulations.  In addition, Host is subject to state health department regulations and yearly inspections.  Food service operations at the various locations are subject to sanitation and safety standards, and state and local licensing of the sale of food products.  Cost of compliance with these various regulations is not material.  However, there can be no assurance that additional federal and state legislation or changes in the regulatory environment will not limit the activities of Host in the future or increase the cost of regulatory compliance.

Effective control by current officers and directors and significant sales by officers and directors could have a negative impact on share price.

        Host’s current officers, directors and family members beneficially own approximately 42% of the total voting stock outstanding, including options for common stock such individuals may have the right to exercise.  Host’s Articles of Incorporation do not authorize cumulative voting in the election of directors and as a result, Host’s officers and directors currently are, and in the foreseeable future will continue to be, in a position to have a significant impact on the outcome of substantially all matters on which shareholders are entitled to vote, including the election of directors.  In addition, based on the large number of shares currently owned by management, any sales of significant amounts of shares by Host’s officers and directors, or the prospect of such sales, could adversely affect the market price of Host’s common stock.  These individuals, if and when they sell their shares, are subject to the volume limitations imposed by Rule 144 with respect to sales by affiliates.

Host does not anticipate payment of dividends and shareholders are wholly dependent upon the market for the common stock to realize economic benefit.

        Host has paid no cash dividends on its common stock and has no present intention of paying cash dividends in the foreseeable future.  It is the present policy of the board of directors to retain all earnings to provide for the growth of Host.  Payment of cash dividends in the future will depend, among other things, upon Host’s future earnings, requirements for capital improvements, the operating and financial conditions of Host and other factors deemed relevant by the board of directors.

Historically Host’s stock price has been volatile, which may make it more difficult to resell shares at prices that are attractive.

        The trading price of Host’s common stock and warrants has been and may continue to be subject to wide fluctuations.  Host’s stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements of management innovations or new customer accounts, acquisitions by Host or its competitors, changes to financial estimates, recommendations by securities analysts, the operating and stock price performance of other companies that investors may deem comparable, and news reports relating to trends in Host’s markets.  In addition, the stock market in general, and the market prices for related companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of Host’s stock, regardless of its operating performance.

Anti-takeover provisions could make it more difficult for a third party to acquire Host even if it is in the best interests of Host’s shareholders.

        Host’s board of directors has the authority to issue up to an additional 1,733,333 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the shareholders.  The rights of the holders of common stock may be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future.  The issuance of preferred stock may have the effect of delaying, deferring or preventing a change of control of Host without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock.  Host has no present plans to issue additional shares of preferred stock.  Further, certain provisions of Host’s charter documents, including provisions eliminating the ability of shareholders to raise matters at a meeting of shareholders without giving advance notice, may have the effect of delaying or preventing changes in control or management of Host.  In addition, Host’s charter documents do not permit cumulative voting, which may make it more difficult for a third party to gain control of our board of directors.

If Host common stock becomes subject to “penny stock” regulations, Securities and Exchange Commission regulations may impose significant limitations on the ability of broker-dealers to enter trades in its common stock.

        If Host’s securities were delisted from Nasdaq, and no other exclusion from the definition of a “penny stock” under applicable Securities and Exchange Commission regulations was available, such securities would be subject to the penny stock rules. A “penny stock” is defined as a stock that has a price of $5.00 or less.  The rules relating to “penny stocks” impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally defined as investors with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with a spouse).  For example, the broker-dealer must deliver to its customer prior to effectuating any transaction, a risk disclosure document which sets forth information as to the risks associated with “penny stocks,” information as to the salesperson, information as to the bid and ask prices of the “penny stock,” the importance of the bid and ask prices to the purchaser, and investor’s rights and remedies if the investor believes he/she has been defrauded.  Also, the broker-dealer must disclose to the purchaser its aggregate commission received on the transaction, current quotations for the securities and monthly statements which provide information as to market and price information. In addition, for transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase and must have received the purchaser’s written consent to the transaction prior to sale.  Consequently, delisting from Nasdaq, if it were to occur, could affect the ability of broker-dealers to sell Host’s securities.

Risks Relating to Host’s Food Service Operations

Host’s success depends on its ability to retain and renew existing client contracts.

        Host’s success depends on its ability to retain and renew existing client contracts and to obtain and successfully negotiate new client contracts.  Certain of Host Business Dining’s corporate dining contracts representing approximately 20% of Host’s annual sales are from two major customers.  There can be no assurance that Host will be able to retain and renew existing client contracts or obtain new contracts or that such contracts will be profitable.  Host’s failure to retain and renew existing contracts or obtain new contracts could have a material adverse effect on Host’s business, financial condition and results of operations.

Host may not be reimbursed for investment in a client’s facility.

        Typically Host is required to make capital improvements to a client’s facility at the start of a contract to secure an account.  Historically, Host has funded these expenditures from cash flow and short-term borrowings.  To the extent Host is unable to be reimbursed for a part of these costs or enter into long-term contracts or is unable to retain existing clients, Host could experience short-term cash flow problems or be required to seek additional outside financing.  Additional financing may not be available on favorable terms or at all.

Host may lose customers if building owners fail to retain tenants.

        Some of Host Business Dining’s customers consist of tenants in large office complexes and buildings in the northeastern United States.  Accordingly, Host is dependent on the building owners to attract and retain quality tenants by offering competitive rental rates, favorable locations and adequate maintenance services.  To the extent these entities fail to provide a favorable rental atmosphere and retain existing tenants, Host may lose customers, revenues, and potentially a food service contract irrespective of the quality of its food service facility.  If Host were to lose customers due to building vacancies, it could have an adverse material effect on Host’s operations and financial condition.

Fluctuating food prices and shortages may affect the quality and variety of food Host is able to offer at a given location.

        Host is subject to fluctuating food prices and availability of certain food items which varies by location.  Although Host’s contracts with its clients allow for certain adjustments due to rising prices over a specified period of time, often times Host must take a reduced margin to insure the availability of certain required food groups and avoid customer dissatisfaction.  Although most shortages last only a short period of time, shortages in certain items may adversely affect the quality and variety of food offered at a given location.  Host attempts to anticipate shortages by centralized buying for its various locations, by placing large orders with reliable suppliers and following trends in product availability and price.

Host depends upon its key personnel and may experience difficulty attracting and retaining key employees.

        Host’s future success depends to a significant extent on the efforts and abilities of its executive officers, Geoffrey W. Ramsey and David J. Murphy and the services of Lindley’s executive officers, Gilbert Rossomando and Mark Cerreta.  Although Host has employment agreements with these individuals, the loss of the services of these individuals could have a material adverse effect on Host’s business, financial condition and results of operations. Host believes that its future success also will depend significantly upon its ability to attract, motivate and retain additional highly skilled managerial personnel.  Competition for such personnel is intense, and there can be no assurance that Host will be successful in attracting, assimilating and retaining the personnel it requires to grow and operate profitably.  Host obtained a $1,000,000 key man life insurance policy on Messrs. Ramsey, Murphy, Rossomando and Cerreta of which Host is the beneficiary.

Host may be unable to hire and train a sufficient number of qualified workers to satisfy customer requirements.

        From time to time, Host must hire and train a number of qualified food service managers and temporary workers to provide food service at a new corporate location or scheduled events at other locations.  Host may encounter difficulty in hiring sufficient numbers of qualified individuals to staff these events, which could have a material adverse effect on its business, financial condition and results of operations.

Host may fail to compete effectively in its market.

        Host encounters significant competition in each area of the contract food service market in which it operates.  Certain of Host’s competitors compete with Host on both a national and local basis and have significantly greater financial and other resources than Host.  Competition may result in price reductions, decreased gross margins and loss of market share.  In addition, existing or potential clients may elect to “self operate” their food service, thereby eliminating the opportunity for Host to compete for the account.  There can be no assurance that Host will be able to compete successfully in the future or that competition will not have a material adverse effect on Host’s business, financial condition or results of operations.

Risks Relating to Pre-Employment Screening Operations

SelectForce does not have any long-term agreements with its clients and its future success is dependent on repeat business and obtaining new clients.

        SelectForce’s success depends on attracting and retaining clients.  Although SelectForce has client agreements, it does not have contracts, and as such depends on fluctuating demand for its services.  There can be no assurance that SelectForce will be able to retain existing clients or attract new clients.  SelectForce’s failure to retain existing clients or attract new clients could have a material adverse effect on SelectForce’s future profitability.

SelectForce is dependent on its access to government records, which could be limited or prevented by various government regulation.

        SelectForce obtains much of the background information requested by its clients from public databases at the federal, state and local level.  Access and use of this information is subject to various rules, laws and guidelines.  Any significant changes in these rules, laws or guidelines could have a material adverse effect on SelectForce’s operations and limit its ability to conduct its operations.

SelectForce competes with numerous companies, including its potential clients, many of which have greater financial and other resources than those of SelectForce.

        SelectForce encounters significant competition in each area of the pre-employment screening market in which it operates.  Many of SelectForce’s competitors have significantly greater financial and other resources than SelectForce.  Competition may result in price reductions, decreased gross margins and loss of market share.  In addition, existing or potential clients may elect to perform their own background investigations, thereby eliminating SelectForce’s opportunity to provide its services. In addition, technological advances including database management and the internet, may result in significant changes to how SelectForce performs and delivers its services, and could result in increased competition and/or decreased demand for its services.  Furthermore, SelectForce’s ability to compete could be adversely impacted if it is unable to pass price increases on to customers or if its information costs increase.  There can be no assurance that SelectForce will be able to compete successfully in the future, or that technological changes and competition will not have a material adverse effect on SelectForce’s business.

SelectForce depends upon its key personnel and may experience difficulty if it fails to retain such personnel.

        SelectForce’s future success depends to a significant extent on the efforts and abilities of its President, Tammi Didlot and Operations Manager, Cheryl York.  Although SelectForce has an employment agreement with Tammi Didlot and has good relations with Ms. York, the loss of the services of these individuals could have a material adverse effect on SelectForce’s business, financial condition and results of operations.

Use of Proceeds

       We will not receive any proceeds from the sale of shares of our common stock offered under this prospectus.  However, we may receive proceeds of up to $1,015,246 from the exercise of warrants by the selling shareholders, which proceeds will be used for general corporate purposes.  We will pay the costs relating to the registration of these shares, which we estimate to be $16,278.39.

Selling Shareholders

       We are registering for offer and sale by the applicable holders up to 450,412 shares of common stock issuable upon the exercise of outstanding warrants.

       The selling shareholders may offer their shares for sale on a continuous basis pursuant to Rule 415 under the Securities Act.

       None of the selling shareholders and their principals has held a position or office, or has any other material relationship, with us, except as follows.  Geoffrey Ramsey is our President, Chief Executive Officer and a director; David Murphy is our Executive Vice President, Chief Financial Officer and a director; Patrick Healy is a director; and Roger Lockhart is a beneficial owner of over 10% of our voting stock.

       All of the selling shareholders’ shares covered by this prospectus will become tradable upon conversion on the effective date of the registration statement of which this prospectus is a part.

       Based on information provided to us by the selling shareholders, the following table sets forth ownership and registration information regarding the shares held by the selling shareholders.


 








       





      





       





Common Stock Owned

 After Offering is Complete



















 Name of Selling Shareholder




Number of

 Shares of

 Common

 Stock

 Owned Before

 Offering(1)






 Number of

 Shares of

 Common

 Stock

 Offered(2)












 Number of

 Shares(1)(2)














 Percentage(1)(2)









       













Mike J. Addington




  76,728




  7,080




  69,648




2.37%









Anthony J. Albano




  21,830




  7,080




  14,750




*









Esther M. Biller




  21,280




  7,080




  14,200




*









Johnny R. Brooks




  26,267




  7,080




  19,187




*









John D. Carey




  14,092




  7,080




    7,012




*









Michael F. Daddona, Jr.




  82,080




32,080




  50,000




1.70%









Lauren D. Dedeaux




    7,080




  7,080




           0




-









Patricia J. Downing




  13,080




  7,080




    6,000




*









George H. Gregory




    7,080




  7,080




           0




-









Margaret M. Healy




    7,080




  7,080




           0




-









Patrick J. Healy




  15,160




14,160




    1,000




*









C. Michael Horton




  45,210




21,852




  23,358




*









Robert L. Hudspeth




  25,680




  7,080




  18,600




*









Davina S. Lockhart




125,546




35,400




  90,146




3.07%









Roger Lockhart




365,904




63,720




302,184




10.29%









Susan L. Mason




  16,046




  3,540




  12,506




*









Joseph B. McCarthy




    7,080




  7,080




           0




-









Robert H. Meinders




  64,320




28,320




  36,000




1.23%









David J. Murphy




249,180




  7,080




242,100




8.25%









Glenna C. Norman




  14,496




  3,540




  10,956




*









Geoffrey W. Ramsey




253,930




  7,080




246,850




8.41%









Helen L. Ramsey




    8,080




  7,080




    1,000




*









Thomas F. Ramsey




    7,080




  7,080




           0




-









Donna C. Richardson




    7,580




  7,080




       500




*









Julia L. Staples




22,755




  7,080




  15,675




*









William T. Thomas




    7,080




  7,080




           0




-









Norena P. Walker




178,455




84,960




  93,495




3.18%









William K. Walker




  28,320




28,320




           0




-









M. David Wood




    7,080




  7,080




           0




-








____________________









*




  




Less than one percent.









   




  




        









(1)




  




Does not include outstanding preferred stock or shares of common stock that could be issued upon exercise of outstanding options or warrants, other than those being registered in this offering.









   




  




        









(2)




  




We do not know when or in what amounts a selling shareholder may offer shares for sale.  The selling shareholder might not sell any or all of the shares offered by this prospectus.  Because the selling shareholders
may offer all or some of the shares pursuant to this offering and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling
shareholders after completion of the offering.  However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling shareholders.











Plan Of Distribution






       The shares being offered by the selling shareholders or their respective pledgees, donees, transferees or other successors in interest, will be sold from time to time in one or more
transactions, which may involve block transactions:










       




C       




on the Nasdaq Small Cap Market or on such other market on which the common stock may from time to time be trading;









       




       




       









       




C       




in privately-negotiated transactions;









       




       




       









       




C       




through the writing of options on the shares;









       




       




       









       




C       




short sales; or









       




       




       









       




C       




any combination thereof.











            The sale price to the public may be:











       




C       




the market price prevailing at the time of sale;









       




       




       









       




C       




a price related to such prevailing market price;









       




       




       









       




C       




at negotiated prices; or









       




       




       









       




C       




such other price as the selling shareholders determine from time to time.











       The shares may also be sold pursuant to Rule 144. The selling shareholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if
they deem the purchase price to be unsatisfactory at any particular time.






       The selling shareholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals or
broker-dealers acting as agents for themselves or their customers.  These broker-dealers may be compensated with discounts, concessions or commissions from the selling shareholders or the purchasers of shares for whom such broker-dealers may act as agents or to
whom they sell as principal or both.  The compensation as to a particular broker-dealer might be greater than customary commissions.  Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk.  The
selling shareholders may sell shares of common stock in block transactions to market makers or other purchasers at a price per share, which may be below the then market price.  The selling shareholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling shareholders.  The selling shareholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed “underwriters” as that term is
defined under the Securities Act or the Securities Exchange Act of 1934 (or “Exchange Act”) or the rules and regulations under such acts.






       The selling shareholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. No selling shareholder has entered into any agreement
with a prospective underwriter and there is no assurance that any such agreement will be entered into.  If a selling shareholders enters into such an agreement or agreements, the relevant details will be set forth in a supplement or revisions to this
prospectus.






       The selling shareholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act and the rules and
regulations under the Exchange Act, including, without limitation, Regulation M.  These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling shareholders or any other such person. 
Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such
distributions, subject to specified exceptions or exemptions.  All of these limitations may affect the marketability of the shares.






Experts






       The financial statements incorporated in this prospectus by reference from our annual report on Form 10-KSB have been audited by Carlin, Charron & Rosen, LLP and DiSanto Bertoline
& Company, P.C., independent auditors, as stated in their reports which are incorporated herein by reference and have been so incorporated in reliance upon the reports of such firms given upon their authority as experts in accounting and auditing.






Legal Opinions






       The legality of the shares offered hereby has been passed upon for us by Berenbaum, Weinshienk & Eason, P.C., Denver, Colorado.






Where You Can Find More Information






       We file reports, proxy statements and other information with the SEC.  Copies of these reports, proxy statements and other information may be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.






       Copies of these materials can also be obtained by mail at prescribed rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling
the SEC at 1-800-SEC-0330.  The SEC maintains a website that contains reports, proxy statements and other information regarding our company.  The address of this website is http://www.sec.gov.






       We have filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the shares of our common stock covered by this prospectus.  This document
constitutes the prospectus of Host filed as part of that registration statement.  This document does not contain all of the information set forth in the registration statement because some parts of the registration statement are omitted as provided by the rules
and regulations of the SEC.  You may inspect and copy the registration statement at any of the addresses listed above.






       Additional prospectuses or prospectus supplements may add, update or change information contained in this prospectus.  Any statement that we make in this prospectus will be
modified or superseded by any inconsistent statement made by us in a later prospectus supplement.  You should read this prospectus together with additional information described under the heading “Incorporation of Certain Documents by
Reference.”






Incorporation of Certain Documents by Reference






       The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to
those documents that are considered part of this prospectus.  Information filed with the SEC after the date of this prospectus will automatically update and supersede this information.  The following documents filed with the SEC are incorporated by
reference.













       




1.




    




The Company’s Annual Report on Form 10-KSB for the year ended June 30, 2003, as filed with the Commission on September 29, 2003;









       




   




    




       









       




2.




    




The Company’s Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2002, December 31, 2002 and March 31, 2003 as filed with the Commission on November 19, 2002, February 14, 2003
and May 15, 2003, respectively;









       




   




    




       









       




3.




    




The Company’s Current Reports on Form 8-K and Form 8-K/A, as filed with the Commission on October 17, 2002, October 25, 2002, April 11, 2003, May 6, 2003, August 6, 2003, August 7, 2003,
August 13, 2003 and September 25, 2003;









       




   




    




       









       




4.




    




The description of the common stock that is contained in the Company’s registration statement on Amendment No. 2 to Form 8-A filed with the Commission on July 16, 1998, including any amendment or report filed for
the purposes of updating the description; and









       




   




    




       









       




5.




    




All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (1) above.













       We will provide each person to whom a copy of this prospectus has been delivered, without charge, a copy of any of the documents referred to above as being incorporated by
reference.  You may request a copy by writing or telephoning Geoffrey W. Ramsey, Two Broadway, Hamden, Connecticut 06518 (telephone 203-248-4100).






       You should rely on the information incorporated by reference or provided in this prospectus or any prospectus supplement.  We have not authorized anyone else to provide you with
different information.  We are not making an offer of these securities in any state where the offer is not permitted.  You should not assume that the information in this prospectus or any prospectus supplement is accurate as of the date other than the date
on the front of those documents.











PART II



INFORMATION NOT REQUIRED IN PROSPECTUS






Item 14. Other Expenses of Issuance and Distribution.






       The following sets forth expenses, other than underwriting fees and commissions, expected to be borne by the Registrant in connection with the distribution of the securities being
registered:













Securities and Exchange Commission registration fee




          




$     278.39










Legal fees and expenses




          




  10,000.00




 (1)









Accounting fees and expense




          




    5,000.00




 (1)









Miscellaneous




          




    1,000.00




 (1)









       




          




       




      









       Total(1)




          




$16,278.39




 (1)










____________








(1)




 




All amounts listed above are estimates, except for the Securities and Exchange Commission registration fee.











Item 15. Indemnification of Directors and Officers.






       Section 7-108-402 of the Colorado Business Corporation Act (the “Act”) provides, generally, that the articles of incorporation of a Colorado corporation may contain a
provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision may not eliminate or limit the liability of a director (i)
for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning
unlawful distribution), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit.  Such provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date on which
such provision becomes effective.  The Company’s articles of incorporation contain a provision eliminating liability as permitted by the statute.






       Section 7-109-103 of the Act provides that a Colorado corporation must indemnify a person (i) who is or was a director of the corporation or an individual who, while serving as a
director of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or fiduciary or agent of another corporation or other entity or of any employee benefit plan (a “Director”) or officer of
the corporation and (ii) who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a
“Proceeding”), in which he was a party, against reasonable expenses incurred by him in connection with the Proceeding unless such indemnity is limited by the corporation’s articles of incorporation.  The Company’s articles of
incorporation do not contain any such limitation.






       Section 7-109-102 of the Act provides, generally, that a Colorado corporation may indemnify a person made a party to a Proceeding because the person is or was a Director against any
obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in
good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person’s conduct was in the corporation’s best interests and, in all other cases, his conduct was at least not opposed to the
corporation’s best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.  The Company’s articles of incorporation and its bylaws provide for such indemnification.  A
corporation may not indemnify a Director in connection with any Proceeding by or in the right of the corporation in which the Director was adjudged liable to the corporation or, in connection with any other Proceeding charging the Director derived an improper
personal benefit, whether or not involving actions in an official capacity, in which Proceeding the Director was judged liable on the basis that he derived an improper personal benefit.  Any indemnification permitted in connection with a Proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.






       Under Section 7-109-107 of the Act, unless otherwise provided in the articles of incorporation, a Colorado corporation may indemnify an officer, employee, fiduciary, or agent of the
corporation to the same extent as a Director and may indemnify such a person who is not a Director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or
contract.  The Company’s articles of incorporation and bylaws provide for indemnification of officers, employees and agents of the Company to the same extent as its directors.






Item 16. Exhibits.






       The following exhibits are filed as part of this registration statement pursuant to Item 601 of Regulation S-B:













Exhibit No.




Title                                                                          









     




     




     









     




5       




Opinion of Berenbaum, Weinshienk & Eason, P.C.









     




     




     









     




23.1       




Consent of Berenbaum, Weinshienk & Eason, P.C. (included in Exhibit 5)









     




     




     









     




23.2       




Consent of Carlin, Charron & Rosen, LLP









     




     




     









     




23.3       




Consent of DiSanto Bertoline & Company, P.C.









     




     




     









     




24.1     




Power of Attorney (included in the signature page of this registration statement)













Item 17. Undertakings.













(a)       




The undersigned registrant hereby undertakes:









       




       




       









        (1)       To file, during any period in which offers or sales are being made, a post-effective

 amendment to this registration statement:









       




       




       









       




       (i)       To include any prospectus required by Section 10(a)(3) of the Securities Act of

 1933, as amended (the “Securities Act”);









       




       




       









       




       (ii)       To reflect in the prospectus any facts or events arising after the effective date

 of the registration statement (or the most recent post-effective amendment thereof) which,

 individually or in the aggregate, represent a fundamental change in the information set

 forth in the registration statement, provided, however, that notwithstanding the foregoing,

 any increase or decrease in volume of securities offered (if the total dollar value of

 securities offered would not exceed that which was registered) and any deviation from the

 low or high end of the estimated maximum offering range may be reflected in the form or

 prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

 changes in volume and price represent no more than a 20% change in the maximum

 aggregate offering price set forth in the “Calculation of Registration Fee” table in the

 effective registration statement;









       




              









       




       (iii)       To include any material information with respect to the plan of distribution

 not previously disclosed in the registration statement or any material change to such

 information in the registration statement;









       




              









provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is

 on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective

 amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to

 Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the

 registration statement.









       




              









       (2)       That, for the purpose of determining any liability under the Securities Act of 1933, each

 such post-effective amendment shall be deemed to be a new registration statement relating to the

 securities offered therein, and the offering of such securities at that time shall be deemed to be the

 initial bona fide offering thereof.









       




              









       (3)       To remove from registration by means of a post-effective amendment any of the securities

 being registered which remain unsold at the termination of the offering.









       




              









(b)        The undersigned registrant hereby undertakes that, for purposes of determining any liability

 under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a)

 or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an

 employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of

 1934) that is incorporated by reference in the registration statement shall be deemed to be a new

 registration statement relating to the securities offered therein, and the offering of such securities at

 that time shall be deemed to be the initial bona fide offering thereof.









             









(c)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be

 permitted to directors, officers and controlling persons of the registrant pursuant to the provisions

 described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the

 Commission such indemnification is against public policy as expressed in the Securities Act of 1933

 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities

 (other than the payment by the registrant of expenses incurred or paid by a director, officer or

 controlling person in connection with the securities being registered) the registrant will, unless in the

 opinion of its counsel the matter has been settled by controlling precedent, submit to a court of

 appropriate jurisdiction the question whether such indemnification by it is against public policy as

 expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.




















SIGNATURES






       Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamden, State of Connecticut on October 22, 2003.













       




       




HOST AMERICA CORPORATION









       




       




       









October 22, 2003




       




By: /s/ GEOFFREY W. RAMSEY                  










       




Geoffrey W. Ramsey










       




President, Chief Executive Officer and Director










       

















POWER OF ATTORNEY






       Each of the undersigned hereby nominates, constitutes and appoints Geoffrey W. Ramsey and David J. Murphy, or either one of them severally, to be his true and lawful attorney-in-fact
and to sign in his name and on his behalf in any and all capacities stated below, and to file with the Securities and Exchange Commission (the “Commission”), any and all amendments, including post-effective amendments on Form S-3 or other appropriate
form, to this registration statement, and any additional registration statement pursuant to Rule 462(b), and generally to do all such things on his behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act
of 1933 and all requirements of the Commission.






            Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on
October 22, 2003.
















 /s/ GEOFFREY W. RAMSEY




       




 /s/ DAVID J. MURPHY









Geoffrey W. Ramsey, President,




       




David J. Murphy, Chief Financial









Chief Executive Officer and Director




       




Officer and Director










       











       










 /s/ ANNE L. RAMSEY




       




 /s/ THOMAS P. EAGAN, JR.









Anne L. Ramsey, Director




       




Thomas P. Eagan, Jr., Director










       











       










 /s/ PATRICK J. HEALY




       




 /s/ JOHN D’ANTONA









Patrick J. Healy, Director




       




John D’Antona, Director










       










 /s/ GILBERT ROSSOMANDO




       




 /s/ TAMMI DIDLOT









Gilbert Rossomando, Director




       




Tammi Didlot, Director

















EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3 OF

HOST AMERICA CORPORATION
















Exhibit No.




Title                                                                          









     




     




     









     




5       




Opinion of Berenbaum, Weinshienk & Eason, P.C.









     




     




     









     




23.1       




Consent of Berenbaum, Weinshienk & Eason, P.C. (included in Exhibit 5)









     




     




     









     




23.2       




Consent of Carlin, Charron & Rosen, LLP









     




     




     









     




23.3       




Consent of DiSanto Bertoline & Company, P.C.









     




     




     









     




24.1     




Power of Attorney (included in the signature page of this registration statement)