UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended March 31, 2001
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF EXCHANGE
ACT
For the transition period from to
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Commission file number 0-29685
Total Horizon, Inc.
- -----------------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 95-4783100
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 North Maple Drive, Suite 284,
Beverly Hills, California 90210
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip code)
(310) 288-0693
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(Issuer's telephone number)
State the number of shares outstanding of each of the
issuer's classes of common equity, as of May 11, 2001
Common stock 2,900,000 shares
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [ X]
TABLE OF CONTENTS
PAGE
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements. ........................ 1-5
Item 2. Plan of Operation. ........................... 5-6
PART II- OTHER INFORMATION
Item 1. Legal Proceedings. ........................... 6
Item 2. Changes in Securities. ....................... 6
Item 3. Defaults Upon Senior Securities. ............. 7
Item 4. Submission of Matters to a Vote of
Security Holders. ............................ 7
Item 5. Other Information. ........................... 7
Item 6. Exhibits and Report on Form 8-K. ............. 7
SIGNATURES. .......................................... 7
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
Total Horizon, Inc.
(A Development Stage Company)
BALANCE SHEET
March 31, 2001
(Unaudited)
ASSETS
Current Assets
Cash $ --
---------------
Total current assets --
---------------
Total assets $ --
===============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Loan from shareholder $ 265
Accrued expenses 1,514
---------------
Total current liabilities 1,779
Shareholders' Equity
Common stock,
25,000,000 shares authorized
at $0.001 par value; issued and
outstanding 2,900,000 shares 2,900
---------------
(Deficit) accumulated
during the development
stage (4,679)
---------------
Total shareholders' equity
(deficit) (1,779)
---------------
Total Liabilities and
Shareholders' Equity
(Deficit) $ --
===============
See note to financial statements.
1
Total Horizon, Inc.
( A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months January 31, 2000 January 31,2000
Ended (Inception) to (Inception) to
March 31, 2001 March 31, 2000 March 31, 2001
--------------- ---------------- ---------------
Revenue $ -- $ -- $ --
Expenses:
General and
Administra-
tive $ 215 2,874 4,679
------- ----------- ---------
(Loss) from
operations (215) (2,874) (4,679)
Income taxes -- -- --
------- ----------- ---------
Net (loss) $ (215) $ (2,874) (4,679)
======= =========== ==========
Basic (Loss) per
Common-
share $ -- $ -- $ --
======= =========== ==========
Diluted (Loss) per
Common-
share $ -- $ -- $ --
======= =========== ==========
Weighted average
(basic and diluted)
common shares
out-
standing 2,900,000 2,900,000 2,900,000
========= ========== ==========
See note to financial statements.
2
Total Horizon, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) For
the period January 31, 2000 (inception) to March 31, 2001
(Unaudited)
(Deficit)
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
------ ------ ---------- ----------- -----
Common shares
Issued for
cash- 2,200,000 $2,200 $ -- $ -- $2,200
Common shares
issued for
services- 700,000 700 -- -- 700
Net (loss) for
the period from
inception to
March 31, 2001 -- -- -- (4,679) (4,679)
--------- ----- ------ -------- ------
Balance-
March
31, 2001 2,900,000 $2,900 $ -- $(4,679) $(1,779)
========= ====== ====== ======= =======
See note to financial statements.
3
Total Horizon, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months January 31, 2000 January 31, 2000
Ended (Inception) to (Inception) to
March 31, 2001 March 31, 2000 March 31, 2001
-------------- ---------------- ----------------
Net (loss) $ (215) $ (2,874) $ (4,679)
Adjustments to
reconcile net loss to
cash used by
operating activities:
Shares issued for
Services -- 700 700
Increase (decrease) in
Liabilities:
Loan to share-
holder 215 265
Accrued expenses -- 1,514
------ --------- --------
Net cash (used) by
operating
activities: -- (2,174) (2,200)
Net cash from financing
Activities:
Common stock issuance
for cash -- 2,200 2,200
------ --------- --------
Increase (decrease)
in cash -- 26 --
Cash at beginning
of period $ -- -- --
------- --------- --------
Cash at end of
period $ -- $ 26 $ --
======= ========= ========
Supplemental cash flows information:
Cash paid during the period for:
Income Taxes $ -- $ -- $ --
======= ========= ========
Interest $ -- $ -- $ --
======= ========= ========
Non-cash financing transactions:
Common shares issued
for services $ -- $ 700 $ 700
======= ========= ========
See note to financial statements.
4
Total Horizon, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2001
(Unaudited)
BASIS OF PRESENTATION
- --------------------------------------
The accompanying unaudited financial statements have
been prepared in accordance with generally accepted
accounting principles for interim financial information and
with the instructions to Form 10 QSB and Item 310(b) of
Regulation S-B. 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 (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. During the three month
period ended March 31, 2001 Stockholders' Equity (Deficit)
changed only by the amount of the net loss. Operating
results for the three month period ended March 31, 2001 are
not necessarily indicative of the results that may be
expected for the year ended December 31, 2001. For further
information refer to the audited financial statements and
footnotes included in the Company's Form 10-KSB filing for
December 31, 2000.
The Company's financial statements have been presented on
the basis that 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 only incurred net losses and has had no
revenues. These factors, among others, raise substantial
doubt as to the Company's ability to continue as a going
concern.
Item 2. Plan of Operation
Total Horizon, Inc. ("the Company") was incorporated in
the state of Nevada on January 31, 2000. The Company is a
development stage enterprise. From inception on January 31,
2000 to date (May 11, 2001) the Company has had no revenues.
On February 18, 2000 the Company filed a Registration
Statement on Form 10-SB with the United States Securities
and Exchange Commission. The Registration Statement went
effective on April 18, 2000.
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The business of the Company is developing e-commerce
opportunities, including sales over the Internet and
advisory services in this area.
The Company, which has no employees, is a development
stage enterprise. From inception to date the Company has
had no revenues.
The Company's management is seeking funding from a
variety of sources. However, there can be no assurance
management will be successful in these endeavors. For the
remainder of calendar 2001, absent other funding being
obtained, the Company's primary funding for corporate
expenses will be provided by the Company's Chairman and
President.
The Company's management is in negotiations with a group
of investors ("Investors") seeking to buy the Company. In
April, 2001, in a private transaction, approximately a one
third interest in the Company was transferred to the
Investors. A final definitive agreement for sale of the
Company has not been consummated.
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, including without limitation,
statements under "Plan of Operation", regarding the
Company's financial position, business strategy, and plans
and objectives of management of the Company for future
operations, are forward-looking statements.
PART II- OTHER INFORMATION
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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.
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Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
No Exhibits.
There were no reports filed on Form 8-K during the three
month period ended March 31, 2001.
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.
Total Horizon, Inc.
/s/ Jaak Olesk
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Dated: May 11, 2001 Jaak Olesk
- -------------------- Chairman of the Board, President
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