UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
----------------------
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE
ACT
For the transition period from to
------ ------
Commission file number 0-29685
Paygard, Inc.
-----------------------
Full Name of Registrant
Total Horizon, Inc.
-------------------------
Former Name of Registrant
Nevada 95-4783100
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 South Center Street Suite 500
Reno, Nevada 89501
- ---------------------------------------- ---------------
(Address of principal executive offices) (Zip code)
(775) 284-3700 Ext. 1615
----------------------------------
(Issuer's telephone number)
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of June 1, 2004 Common stock 56,515,000 shares.
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [ X]
<page>
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, December 31,
2003 2002
----------- -----------
(Restated)
ASSETS
Current Assets
Accounts receivable $ 297,460 $ -
Inventory 78,504 -
Prepaid expenses 8,946 -
Advances to affiliate Pay2 887,818 -
Advances to resellers 43,570 -
----------- -----------
Total current assets 1,316,298 -
----------- -----------
Computer Equipment and Software 58,620 -
Accumulated Depreciation (3,51 -
----------- -----------
55,107 -
Security Deposits 385 -
----------- -----------
Total Assets $1,371,790 $ -
=========== ===========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable $ 315,12 $ -
Funds payable 654,716 -
Merchant deposits 578,674 -
Payable to Apollo Consulting 207,420
Payable to Argonaut Associates 1,200,000 -
Accrued expenses - officers 584,739 67,338
Accrued liabilities 291,046 -
----------- -----------
Total current liabilities 3,831,720 67,338
----------- -----------
Shareholders' (Deficit)
Common Stock,
75,000,000 shares authorized;
$0.001 par value; issued and
outstanding, 49,952,942 shares 49,953 6,815
Additional Paid-in Capital 13,224,900 433,940
(Deficit) Accumulated During
the Development Stage (15,660,154) (508 093)
Foreign Currency Translation
Adjustments (74,629) -
------------ ----------
Total shareholders'(deficit) (2,459,930) (67,338)
------------ ----------
Total Liabilities and
Shareholders'(Deficit) $ 1,371,790 $ -
============ ==========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Inception
Three Months Three Months Nine months Nine months (January 31, 2000)
Ended Ended Ended Ended to
September 30, September 30, September 30, September 30, September ,
2003 2002 2003 2002 2003
-------------- -------------- ----------- ------------ ---------------
(Restated) (Restated) (Restated)
Revenues:
Card sales $140,895 $ - $ 140,895 $ - $ 140,895
Transaction revenue 132,509 - 132,509 - 132,509
------------ ----------- --------- ------------ -------------
Total revenue 273,404 - 273,404 - 273,404
------------ ----------- --------- ------------ -------------
Operating Expenses:
General and
administrative 12,730,859 - 13,846,368 70,750 14,171,461
Cost of cards sold 63,777 - 63,777 - 63,777
Product development 520,960 - 1,442,269 - 1,442 269
Marketing and sales 13,866 - 91,775 - 91,775
Write-off securities - - - - 183,000
------------ ----------- ---------- ------------ ------------
13,329,462 - 15,444,189 70,750 15,952,282
------------ ----------- ---------- ------------ ------------
(Loss) from
operations (13,056,058) - (15,170,785) (70,750) (15,678,878)
Other revenue 18,270 - 18,270 - 18,270
Interest Income 252 - 454 - 454
Income taxes - - - - -
------------ ----------- ----------- ------------ -------------
Net (loss) $(13,037,536) $ - $(15,152,061) $ (70,750) $(15,660,154)
============ =========== =========== ============ =============
Basic and Diluted
(Loss) per Share $ (0.44) $ (0.00) $ (1.04) $ (0.01) $ (2.50)
============ =========== =========== ============ =============
Weighted Average
Common Shares 29,901,364 6,815,000 14,538,747 5,907,463 6,263,232
============ =========== =========== ============ =============
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT)
Nine months ended September 30, 2003
(Unaudited)
Deficit
Accumulated Foreign
Additional During the Currency
Common Stock Paid-in Development Translation
Shares Amount Capital Stage Adjustments
------ ------ -------- ----------- -----------
Balance,
December 31, 6,815,000 $6,815 $ 433,940 $(508,093) $ -
2002
Issuance for
services
($.3035/share) 33,885,000 33,885 10,250,213 - -
Issuance for
cash
($.2756/share) 9,252,942 9,253 2,540,747 - -
Foreign currency
translation
adjustments - - - - (74,629)
Net loss
for the nine
months ended
September 30,
2003
(restated) - - - (15,152,061) -
--------- ------ -------- ------------ ---------
Balance,
September 30,
2003
(restated) 49,952,942 $49,953 $13,224,900 $(15,660,154) $ (74,629)
========== ======= =========== =========== ==========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Nine Months January 31, 2000
Ended Ended (Inception) to
September 30, September 30, September 30, 2003
2003 2002
-------------- -------------- ----------------
(Restated) (Restated)
Cash flows from
operating activities:
Net (loss) $(15,152,061) $ (70,750) $ (15,660,154)
Adjustments to
reconcile net (loss)
to cash from
operating activities:
Depreciation expense 3,513 - 3,513
Stock issued for
services 10,284,098 49,345 10,374,653
Write-off securities - - 183,000
Change in assets
and liabilities
Increase/(decrease)
Accounts receivable (297,460) - (297,460)
Inventory (78,504) - (78,504)
Prepaid expenses (8,946) - (8,946)
Advances to Pay2 (887,818) - (887,818)
Advances to resellers (43,570) - (43,570)
Accounts payable 315,125 - 315,125
Funds payable 654,716 - 654,716
Merchant deposits 578,674 - 578,674
Payable to Apollo 207,420 - 207,420
Payable to Argonaut 1,200,000 - 1,200,000
Accrued expenses -
officers 517,401 21,405 584,739
Accrued liabilities 291,046 - 291,046
----------- ---------- -----------
(2,416,366) - (2,583,566)
----------- ---------- -----------
Net cash from investing
activities:
Purchase of equipment (58,620) - (58,620)
Deposits (385) - (385)
----------- ---------- -----------
(59,005) - (59,005)
----------- ---------- -----------
Net cash from financing
activities:
Sale of common stock 2,550,000 - 2,717,200
----------- ---------- -----------
Currency translation
adjustments (74,629) - (74,629)
----------- ---------- -----------
Change in cash - - -
Cash, beginning
of period - - -
----------- ----------- -----------
Cash, end of period $ - $ - $ -
=========== =========== ===========
See accompanying notes to condensed financial statements.
Paygard, Inc.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
Note A - Basis of Presentation and Business
The accompanying unaudited condensed consolidated financial statements
of Paygard, Inc. (formerly known as Total Horizon, Inc., the "Company" or
"Paygard") were prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial condition for the
periods presented have been included. Such adjustments are of a normal recurring
nature. The results of operations for the three and nine month periods ended
September 30, 2003, are not necessarily indicative of the results of operations
that can be expected for the year ending December 31, 2003. For further
information, refer to the Company's audited financial statements and footnotes
thereto included in Item 7 of Form 10-KSB filed by the Company on April 15,
2003.
Paygard, Inc. was incorporated in the state of Nevada on January 31,
2000, and is a development stage enterprise. The unaudited consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiary ATM Cards (Europe) Limited ("ACE"), a United Kingdom entity. All
intercompany balances and transactions have been eliminated in consolidation.
All amounts in these consolidated financial statements and notes thereto
are stated in U.S. dollars. All balances and transactions have been converted to
U.S. dollars at the appropriate prevailing exchange rate.
The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. From inception to
date, the Company has incurred significant outstanding current obligations, has
earned no revenue and has incurred a substantial net loss. This factor, among
others, raises substantial doubt as to the Company's ability to continue as a
going concern.
Paygard commenced operations with one of its merchants during the third
quarter of 2003, and after completion of test transaction activity during July
2003. Management continued to focus on the development of the prepaid stored
value card incorporating either a Visa Electron or MasterCard Maestro logo that
can be loaded and reloaded by money transfer by cash, check, or credit card. The
product is designed to offer greater choice, convenience and control over
spending in various transaction circumstances both on and off-line. The Company
is targeting the product in situations where traditional bank or credit/debit
card accounts may be difficult to establish or use.
The Company's wholly-owned subsidiary, ACE was dormant through
September 30, 2003. ACE was registered with Her Majesty's Customs and Excise
(Business Services and Taxes) as a Money Service Provider in October 2003.
Revenue Recognition Policies
The Company generates revenue by way of transaction fees as well as
from the sale of prepaid cards.
The Company has entered into an arrangement with a single merchant,
whereby 50% of the retail price of cards is payable in advance. The balance of
the retail price is payable by the merchant when the cards are actually sold to
cardholders by the merchant. In accordance with SEC Staff Accounting Bulletin
No. 101 "Revenue Recognition", the 50% deposit is not treated as revenue until
the cards are actually sold to the cardholder.
The Company earns transaction fees from processing transactions for
cardholders. Revenue resulting from these transactions is recognized as
transactions are completed. A transaction fee is charged to customers meeting
certain criteria (such as account type and volume of payments received per
month) for funds they receive.
As part of its cash management process, the Company also earns interest
on funds held on behalf of others by investing the stored value remaining in the
customer accounts in money market and money market equivalent securities
overnight. The interest income received on these investments is accrued and
recognized as income in the period in which it is earned.
Note B - Restatement of September 30, 2003 Interim Financial Statements
The accompanying September 30, 2003 unaudited financial statements have been
restated as follows:
Originally
Restated Filed Difference Note
-------- ------ ---------- ----
Balance Sheet Data
Assets $ 1,371,790 $ 1,763,829 $(392,039) j,
Liabilities (3,831,720) (285,237) (3,546,483) a,b,c,d,e,f,g
Shareholders' (deficit) (2,459,930) (1,478,592) (981,338)
Third Quarter 2003
Net (loss) (13,037,536) (817,028) (12,220,508) a,b,c,d,e,g,h,i
Net (loss) per share (0.44) (0.14) (0.30) i,
Nine Months Ended 2003
Net (loss) (15,152,061) (2,035,803) (13,116,258) a,b,c,d,e,g,h,i
Net (loss) per share (1.04) (.17) (.87) i
Inception to Date
Net (loss) (15,660,154) (3,234,937) (12,425,217) a,b,c,d,e,g,h,i
Net (loss) per share (2.50) (0.46) (2.04) i
The restatement is primarily the result of the following adjustments:
a) As discussed in Note E below, in July 2003, the Company agreed to repay
Argonaut $1,200,000 for expenditures Argonaut had made to develop the
stored value business system. The obligation is a non-interest bearing
promissory note that is due when cash flow of the Company permits. As
originally filed, the September 30, 2003 financial statements did not
reflect the loan. The restatement recognizes this obligation.
b) As at September 30, 2003, the Company had received merchant deposits of
$578,674 for advance payment to provide prepaid cards. In accordance
with SEC Staff Accounting Bulletin 101, the deposits have been recorded
as a current liability (previously recorded as revenue), since delivery
and payment of the prepaid cards had not taken place as of September
30, 2003. The restatement recognizes these additional obligations.
c) As set out in Note D below (Related Party Transactions), the Company
has recorded a total of $584,739 of charges payable to Paygard
officers. These charges related to various expenses incurred by
officers, but consist predominantly of consulting fees payable
(421,751). Charges payable to John A. Mitchell, Chairman of the Board
of Directors, amounted $152,139 whilst charges payable to former Chief
Executive Officer, Graham R. Newall, amounted to $303,780. In addition,
other officers were owed $128,820, an obligation which had been
incurred prior to the second quarter of 2003. As of September 30, 2003,
none of these charges had previously been recorded.
d) Various trade accruals totaling ($291,046), including, amongst others,
consulting fees to external consultants ($64,407), information
technology developers ($83,777), employment taxes ($30,228) and office
premises rental ($53,135), had not previously been recorded, and
accordingly, are now recognized by this re-statement.
e) Pursuant to a Service Agreement with Apollo Consulting Limited (as set
out in Note D below - Related Party Relationships and Transactions),
the Company is responsible to reimburse Apollo's expenses, plus a 10%
overhead processing fee on certain items. The Company began recognizing
these expenditures upon execution of the Service Agreement on March 1,
2003. The net amount of $207,420 is an outstanding obligation as of
September 30, 2003, and is corrected in this restatement
f) As of September 30, 2003, the Company had received amounts totaling
$654,716 from its single merchant customer to fund transaction activity
(World Games International). This arrangement includes cardholders
transferring funds from their merchant accounts to their Pay2 accounts.
In order to be able to do this, the Company requires deposits to cover
the transfer value, before the transfers can be applied to the prepaid
cards. These deposits had been received from the merchant but had not
been applied to prepaid cards as of September 30, 2003, and accordingly
have been recorded as liabilities in this restatement.
g) Upon reconciliation of the above mentioned activity, it was found that
various accounts payable had been understated by $29,888. The
restatement recognizes these additional obligations.
h) In accordance with the July 9, 2003 Shareholders Agreement with Boston
Fidelity, Mirimas Services Limited (MSL)and Argonaut Associates Limited
(AAL), the Company issued a total of 33,885,000 shares of common stock
for AAL's assistance in arranging for Paygard to acquire a 10-year
global license from Pay2 Limited and for financial consulting services.
The valuation of these shares, a combined total of $10,284,098 ($.3035
per share), is based on the average cash price that Boston Fidelity
agreed to pay for 4,800,000 shares of Paygard common stock on the same
date
Previously, the Company had valued the shares issued at par
value($0.001 per share), a total of $33,885. The restated financial
statements correct the approximate $10,250,000 error.
i) The previously reported number of weighted average common shares
was incorrectly calculated. The restatement recognizes the correct
calculation.
j) In adjusting the Company's accounts as described above, assets were
identified as being overstated by approximately $392,000. These
generally were related to obligations due from affiliates.
These adjustments have been recorded as corrections of errors, and
accordingly, the September 30, 2003 interim financial statements have been
restated.
Note C - Recent Accounting Pronouncements
In June 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No.146, "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS No. 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity". SFAS No. 146 generally requires a liability
for a cost associated with an exit or disposal activity to be recognized and
measured initially at its fair value in the period in which the liability is
incurred. The pronouncement is effective for exit or disposal activities
initiated after December 31, 2002. The Company does not believe that the
adoption of SFAS No. 146 will have any impact on its financial position or
results of operations.
SFAS No. 147, "Acquisitions of Certain Financial Institutions," was
issued in December 2002 and is not expected to apply to the Company's current or
planned activities.
In December 2002, the FASB approved SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS No.
123". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation" to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. FAS No. 148
is effective for financial statements for fiscal years ending after December 15,
2002. The Company will continue to account for stock based compensation using
the methods detailed in its' stock-based compensation accounting policy.
In April 2003, the FASB approved SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 is not expected
to apply to the Company's current or planned activities.
In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period following June 15, 2003. SFAS No. 150 is not expected to have an effect
on the Company's financial position.
In December 2003, the FASB issued a revised Interpretation No. 46,
"Consolidation of Variable Interest Entities". The interpretation clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", to certain types of entities. The Company does not expect the
adoption of this interpretation to have any impact on its financial statements.
Note D - Related Party Relationships and Transactions
Background
Inherent in the accounting process is the reasonable assumption that
financial statements reflect measurements of bargained, arms-length negotiations
by independent parties. In the event of significant related party transactions,
this assumption may not be valid. A related party is a person or entity that can
control or significantly influence management or operating policies of another
entity to the extent one of the entities may be prevented from pursuing its own
interests.
Due to the many transactions of the Company with persons and entities
related to it, there can be no assurance that financial position and/or results
of operations would be the same as if the transactions had been entered into as
arm's length transactions with unrelated persons or entities.
Related Party Relationships
The Company has the following relationships through common ownership of
other entities or business relationships. These entities have conducted or are
anticipated to conduct business with the Company in the future.
Apollo Consulting Limited - ("Apollo")
Apollo Consulting Limited is based in London. Apollo provides extensive
administrative services to Paygard and Pay2 and employs all personnel engaged in
Paygard's business activities. Apollo also contracts for all required computer,
call center and specialized stored value expertise for Pay2 and Paygard.
Significant stored value system development expenditures were incurred prior to
September 30, 2003 by Apollo, an affiliate of Paygard, pursuant to a Service
Agreement dated March 1, 2003. To date, the funding required for these services
have been provided by Argonaut Associates Limited. Apollo is owned, managed and
controlled by a Paygard director, Lord E. Timothy Razzall and owned by John A.
Mitchell's spouse.
Argonaut Associates Limited, Cyprus - ("Argonaut")
Argonaut, based in Cyprus was responsible for the July 2003
shareholders equity financing of Paygard arranged with Boston Fidelity (see Note
E) and Mirimas Services Limited. Prior to the financing, Argonaut loaned Paygard
and its affiliates $1.2 million on an unsecured, interest-free basis, to be
repaid as and when Paygard's cash flow permits. The agreement to repay the loan
was concluded in July 2003 and accordingly, the liability and accompanying
expense will be recorded in the third quarter 2003.
In accordance with one of the terms of the equity financing agreement,
the Company issued 28,185,000 ordinary shares to Argonaut in consideration for
Argonaut arranging for Paygard to acquire an exclusive 10-year global license
from Pay2 Limited. The shares issued to Argonaut was valued at $0.3035 per
ordinary share resulting in the total value of the consideration amounting to
$8,554,148.
Argonaut has also entered into a letter agreement in July 2003 to act
as consultants to IPT - (see below) for a three year period beginning October 1,
2003 for $300,000 per year. Argonaut Corporate Services Ltd London (an
affiliate) is also the lessor of Paygard's London office facilities. Two of
Argonaut's Directors are two Paygard directors, Lord Razzall and John Mitchell.
The two latter own 55% of Pay2.
TERFIN TRADING LTD, CYPRUS ("TERFIN")
Terfin is a company owned by Graham Newall which owns 6,250,000 shares
in Paygard (11.01%). Terfin is entitled to an annual fee of $150,000 from IPT
for providing management and consultancy services for a period of 3 years.
Pay2 Limited - ("Pay2")
Pay2 Limited is incorporated in and operates in the Isle of
Man. The technology to be utilized by Paygard was originally developed
by Pay2 with whom Paygard, has a ten-year exclusive license. As
consideration, Pay2 received 4 million shares in Paygard on September
5, 2003. Among its activities, Pay2 has developed a common brand that
is part of the license to Paygard. Two of Pay2's six directors serve on
Paygard's seven-person board of directors. Pay2 owns 1.2% of Paygard.
Interpaytech Limited - ("IPT")
Interpaytech Limited is a wholly-owned subsidiary of Pay2 and
is based in Nicosia, Cyprus. Paygard has entered into a reseller's
agreement with IPT, the details of which are yet to be finalized.
Boston Fidelity Limited - ("Boston Fidelity")
Boston, Fidelity Limited is a Bermuda entity based in Singapore. Boston
Fidelity has a marketing fee agreement with Paygard whereby under certain
conditions it will receive $5 per each new card issued by IPT up to a total of
$4.8 million. Boston Fidelity became a 35.4% owner of Paygard as a result of its
July 2003 investment (see Note E). Boston Fidelity is beneficially owned by the
families of two of Paygard's directors that also serve on the board of directors
of Boston Fidelity (see below).
Airwaves Consultants Limited - ("Airwaves")
Airwaves Consultants Limited is a British Virgin Islands
company based in Tortola, BVI. Airwaves entered into a July 2003 letter
agreement to provide management and marketing consultation to IPT for
three years beginning October 1, 2003 for $225,000 per year. Airwaves
owns 60% of Boston Fidelity.
Fine Choice Securities Limited - ("Fine Choice")
Fine Choice Securities Limited is a British Virgin Islands
company based in Tortola, BVI. Fine Choice entered into a July 2003
letter agreement to provide management and marketing consultation to
IPT for three years beginning October 1, 2003 for $225,000 per year.
Fine Choice owns 40% of Boston Fidelity.
Airwaves and Fine Choice Securities are beneficially owned by
the families of two of Paygard's directors that also serve on the board
of directors of Boston Fidelity.
Mirimas Services Limited - ("Mirimas")
Mirimas is a Swiss company based in Guernsey, Channel Islands. Paygard
has retained Mirimas for corporate and financial advice for three years
beginning October 1, 2003 for $150,000 per year. In addition, Mirimas is
entitled to 1.147% of Paygard annual net profit over the ten-year life of the
Paygard license with Pay2. Mirimas owns 9.1% of Paygard by way of Mirimas being
issued 5,700,000 ordinary shares for corporate finance services in accordance
with the same shareholders equity financing agreement concluded with Boston
Fidelity in July 2003 (see Note E below). These ordinary shares were valued at
$0.3035 per share, resulting in a total valuation of $1,729,950 for Mirimas's
Corporate Finance Services.
Related Party Transactions (through September 30, 2003)
Under a Service Agreement with Apollo, the Company is responsible to
reimburse Apollo's expenses, plus a 10% overhead processing fee on certain
items. The cumulative expenditures and 10% cost markup incurred on behalf of
Paygard by Apollo through September 30, 2003 amounted to $3,149,732 and
$250,511, respectively. Paygard paid $3,192,823 of the obligations to Apollo
during the quarter. The net amount of $207,420 is an outstanding obligation as
of September 30 , 2003. The Company began recognizing these expenditures upon
execution of the Service Agreement on March 1, 2003. Included in these charges
are office rentals of $244,157 payable to the landlord (Argonaut).
During the period August 2001 to September 30, 2003, the Company has
recorded a total of $455,919 of charges payable to Paygard officers - $152,139
to the Chairman of the Board of Directors John A. Mitchell and $303,780 to Chief
Executive Officer Graham R. Newall. The charges include consulting fees of the
officers $421,751, and legal, accounting, travel and various other expenses paid
by the officers on behalf of the Company. In addition, other officers were owed
$128,820, an obligation which had been incurred prior to the second quarter of
2003. As of September 30, 2003, none of these charges have been paid.
Note E - Equity and Debt Financing Transactions
- -----------------------------------------------
In July 2003, the Company entered into a shareholder's equity financing
agreement with Boston Fidelity, Mirimas Services Limited and Argonaut Associates
Limited. Under the agreement, Boston Fidelity subscribed to purchase 15,815,000
common shares over the succeeding four months for approximately $4,800,000
resulting in an average value per ordinary share of $0.3035. An independent
financial consultant was paid $300,000 from the gross proceeds, and this amount
was expensed
In accordance with this same shareholder's Agreement, the Company
issued 28,185,000 ordinary shares to Argonaut in consideration for Argonaut
arranging for Paygard to acquire a 10-year global license from Pay2 Limited. The
shares issued to Argonaut were valued at $0.3035 per ordinary share resulting in
the total value of the consideration amounting to $8,554,148. The Statement of
Operations reflects this expense.
Pursuant with the same Shareholders Agreement, the Company issued
5,700,000 shares to Mirimas Services Limited in respect of Corporate Finance
Services. The shares issued to Mirimas were valued at $0.3035 per ordinary share
resulting in a total valuation of these services amounting to $1,729,950. The
Statement of Operations reflects this expense.
In July 2003, the Company agreed to repay Argonaut $1,200,000 for
expenditures Argonaut had made to develop the stored value business system. The
obligation is a non-interest bearing promissory note that is due when cash flow
of the Company permits.
In July 2003, Argonaut sold 4,185,000 of its shares in Paygard to
Boston Fidelity, for which Boston paid $1,200,000 in consideration. Argonaut has
advanced the $1,200,000 received in this transaction to the Company, on an
unsecured, interest-free basis, to be repaid as and when Paygard's cash flow
permits.
Note F - Contingency
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. From inception to
date, the Company has incurred significant outstanding current obligations and
has incurred substantial net losses. This factor, among others, raises
substantial doubt as to the Company's ability to continue as a going concern.
Item 2. Management's Discussion and Analysis or Plan of Operation
Cautionary and Forward Looking Statements
In addition to statements of historical fact, this Form 10-QSB contains
forward-looking statements. The presentation of future aspects of Mountains West
Exploration, Inc., ("Paygard, Inc." the "Company" or "issuer") found in these
statements is subject to a number of risks and uncertainties that could cause
actual results to differ materially from those reflected in such statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof.
Without limiting the generality of the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "intend," or "could" or the negative
variations thereof or comparable terminology are intended to identify
forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Paygard, Inc. actual results
to be materially different from any future results expressed or implied by
Paygard, Inc. in those statements. Important facts that could
prevent Mountains West Exploration, Inc. from achieving any stated goals
include, but are not limited to, the following:
Some of these risks might include, but are not limited to, the
following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its busi-
ness, inability to raise additional capital or financ
-ing to implement its business plans;
(e) failure to commercialize its technology or to make
sales;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by
outside parties;
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2004 and any Current Reports on Form 8-K filed by the
Company.
During the next twelve months the Company the Company anticipates
further development of its payment system functionality which underpins the
development of its marketing and sales of stored value products such as prepaid
cards. It also expects to become listed on the Over-the-Counter Electronic
Bulletin Board. There can of course, be no assurance of success in achieving
either of the foregoing objectives.
Management believes the Company has enough cash for the next twelve
months to sustain operations. Nevertheless, the Company is exploring additional
public and private financing opportunities.
Significant information technology development expenditure is expected
to be incurred in the foreseeable future in order to achieve product
development.
The Company has outsourced its human resource requirements to a
management services company, Apollo Consulting Limited, a related party.
Management expects increased expenditures for its human resource needs over the
next twelve months.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of the "safe-harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements. All
statements, other than statements of historical facts included in this Form,
regarding the Company's financial position, business strategy, and plans and
objectives of management of the Company for future operations, are
forward-looking statements.
Item 3. Controls and Procedures
(a) ITEM 3. CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and
President have evaluated, within 90 days prior to the filing of this quarterly
report, the effectiveness of the design, maintenance and operation of the
Company's disclosure controls and procedures. As a result of the evaluation and
review of its controls and procedures, the financial statements contained in
this amended Form 10-QSB have been restated, as reflected in Note B of the notes
to the financial statements. Management has determined that the Company's
disclosure controls and procedures are now effective in ensuring that the
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accurate and is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and
regulations.
Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an entity's
disclosure objectives. The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as errors or mistakes
or intentional circumvention of established processes.
There have been no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation thereof, including any corrective actions with regard to
significant deficiencies and material weaknesses.
(b) Not applicable.
Item 4. Quantitative and Qualitative Disclosure about Market Risk
The Company had no operations or investments during the quarter which
could have been affected by market fluctuations.
Item 5. Management's Discussion and Analysis of Financial condition and Results
of Operations
Management's Discussion
The Company intends operating a pay-as-you-go consumer payment system
that allows online transactions for consumers. The Company's product will be a
stored value prepaid card incorporating a VISA Electron flag that can be loaded
and reloaded by money transfer, with cash, checks, or by credit card, offering
greater choice, convenience and control over spending in a variety of
circumstances, allowing users to transact both on and off-line.
The Company is targeting its stored value products at situations where
traditional bank, credit/debit card accounts may be difficult to establish or
use given the nature of the transaction. The Company's payment system enables
any individual to transact either on-line or at normal retail outlets in a safe
and easy to us environment.
It is envisaged that the Company will be able to issue cards to people
in virtually any country in the world and operates a multiple currency system
that offers a payment solution in most denominated currencies.
Results of Operations
Three Months Ended September 30, 2003
Management is continuing to focus on the development of its unique
database payment system and the development and marketing of its pre-paid
products.
The Company incurred general and administrative expenses of $12,739,313
compared to no such expenditures in the corresponding period in 2002. The 2003
expenses includes $10,284,098 to reflect the valuation and issuance of common
stock to Argonaut and Mirimas for management and consulting services.
Product development costs were $520,960 in the quarter and no such
costs were incurred in 2002. Marketing and selling expense was $13,866 in 2003
compared to none in 2002.
The Company's net loss from operations was ($13,037,536) in the third
quarter in 2003 compared to no activity in the same quarter in 2002. The net
loss per share in the quarter was ($0.44) in 2003 compared to ($0.00) per share
in 2002.
The Company has commenced generating revenue from its single merchant
customer in line with commencing principal operations. Management expects that
the trend of losses will continue until more significant revenues from
operations can be achieved, which in turn is dependent on further product and
payment system development. The Company will need substantial additional capital
to fund operations, and there is no assurance such capital will be achieved.
Nine Months Ended September 30, 2003
The Company incurred general and administrative expenses of $13,910,145 in
the nine months ended September 30, 2003 compared to $70,750 in the
corresponding period in 2002. Exceptional items include $10,284,098 to reflect
the valuation and issuance of common stock to Argonaut and Mirimas for
management and consulting services.
Product development costs were $1,442,269 in the nine months ended
September 30, 2003 and no such costs were incurred in 2002. Product development
costs in 2003 included approximately $590,000 in direct development costs and
$828,000 in consultancy. Marketing and selling expense was $91,775 in the nine
months ended September 30, 2003 period compared to none in 2002.
The Company's net loss from operations was ($15,152,061) for the nine month
period ending September 30, 2003 compared to ($70,750) in the nine month period
ending September 30, 2002. The net loss per share in the nine month period
ending September 30, 2003 was ($1.04) compared to ($0.01) per share in 2002.
Critical Accounting Policies and Estimates
Management is aware that preparation of its financial statements requires
the Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues, expenses and related disclosure of contingent
assets and liabilities. On an ongoing basis, the Company will evaluate its
estimates, including those related to bad debts, inventories, income taxes,
contingencies and litigation. Actual results may differ from these estimates
under different assumptions and conditions.
The Company believes its most critical accounting policies to date include
recognition of revenue, and product development costs, and valuation of
non-monetary equity transactions. The Company expenses all start-up and product
development costs in accordance with the American Institute of Certified Public
Accountants' Statement of Position 98-5, "Reporting the Costs of Start-Up
Activities."
Revenue Recognition
The Company generates revenue by way of transaction fees as well as
from the sale of prepaid cards.
The Company has entered into an arrangement with a single merchant,
whereby 50% of the retail price of cards is payable in advance. The
balance of the retail price is payable by the merchant when the cards
are actually sold to cardholders by the merchant. In accordance with
SEC Staff Accounting Bulletin No. 101 "Revenue Recognition", the 50%
deposit is not treated as revenue until the cards are actually sold to
the cardholder.
The Company earns transaction fees from processing transactions for
cardholders. Revenue resulting from these transactions is recognized as
transactions are completed. A transaction fee is charged to customers
meeting certain criteria (such as account type and volume of payments
received per month) for funds they receive.
As part of its cash management process, the Company also earns interest
on funds held on behalf of others by investing the stored value
remaining in the customer accounts in money market and money market
equivalent securities overnight. The interest income received on these
investments is accrued and recognized as income in the period in which
it is earned.
Contractual Obligations
As of September 30, 2003, the Company did not have any capital lease or
operating lease obligations. All of the Company's other obligations are due upon
demand or within the forthcoming twelve months.
PART II- OTHER INFORMATION
- --------------------------------------------
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
Three Exhibits: Sarbanes-Oxley Certifications.
No reports on Form 8-K were filed during the quarter ended September
30, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Paygard, Inc.
FKA Total Horizon, Inc.
/s/ Colin Gervaise-Brazier
Dated: June 21, 2004 ----------------------------
Colin Gervaise-Brazier, President