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, 2003
[ ] 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.
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(Name of Small Business Issuer in its charter)
Nevada 95-4783100
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 South Center Street Suite 500
Reno, Nevada 89501
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(Address of principal executive offices) (Zip code)
(775) 284-3700 Ext. 1615
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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 19, 2003
Common stock 6,815,000 shares
Transitional Small Business Disclosure Format
(Check one): Yes [ ] No [ X]
TABLE OF CONTENTS
PAGE
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements 3-7
Item 2. Plan of Operation 7-8
Item 3. Controls and Procedures 8
Item 4. Quantitative and Qualitative Disclosure
About Market Risk 8
PART II- OTHER INFORMATION
Item 1. Legal Proceedings. 8
Item 2. Changes in Securities. 8
Item 3. Defaults Upon Senior Securities. 8
Item 4. Submission of Matters to a Vote of
Security Holders. 8
Item 5. Other Information. 8
Item 6. Exhibits and Report on Form 8-K. 8
SIGNATURES. 9
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
Total Horizon, Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
March 31, 2003
(Unaudited)
ASSETS
Current Assets
Cash $ --
----------
Total current assets --
----------
Total assets $ --
==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Due to officers 79,338
Accrued expenses $ 43,571
----------
Total current liabilities 122,909
Shareholders' Equity
Common stock,
25,000,000 shares authorized
at $0.001 par value; issued and
outstanding 6,815,000 shares 6,815
Additional Paid in Capital 443,940
(Deficit) accumulated
during the development
stage (573,664)
----------
Total shareholders' equity
(deficit) (122,909)
----------
Total Liabilities and
Shareholders' Equity (Deficit) $ --
==========
See accompanying note to financial statements.
Total Horizon, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Three Months January 31, 2000
Ended Ended (Inception) to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- ----------------- ----------------
Revenue $ - $ - $ -
Expenses:
General and
Administra-
Tive $ 22,000 21,405 404,414
Write down
of assets -- -- 169,250
---------- -------- --------
(Loss) from
operations (22,000) (21,405) (573,664)
Income taxes -- -- --
---------- -------- --------
Net (loss) $ 22,000 $(21,405) $(573,664)
========== ======== ========
Basic (Loss) per
Common
share $ (.01) $ (.01) $ (.12)
========== ======== ========
Diluted (Loss) per
Common
share $ (.01) $ (.01) $ (.12)
========== ======== ========
Weighted average
(basic and diluted)
common shares
out-
standing 6,815,000 6,122,059 4,867,459
========== ========= =========
See accompanying note to financial statements.
Total Horizon, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY (DEFICIT)
For the three month period ending March 31,2003
(Unaudited)
(Deficit)
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
------- ------ ---------- ----------- ------
Balance-
December 31,
2002 6,815,000 $6,815 $433,940 $(551,664) $(110,909)
Additional
Paid-In
Capital -- -- 10,000 -- 10,000
Net (loss)
For the three
Months period
Ended March 31,
2003 -- -- -- (22,000) (22,000)
--------- ------ -------- ------- -------
Balance-
March 31,
2003 6,815,000 $6,815 $443,940 $(573,664)
$(122,909)
========= ====== ======== ========= =========
See accompanying note to financial statements.
Total Horizon, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Three Months January 31, 2000
Ended Ended (Inception) to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- ----------------- ----------------
Net (loss) $(22,000) $ (21,405) $ (573,664)
Adjustments to
reconcile net loss to
cash used by
operating activities:
Shares issued for
services
Increase (decrease) in
Liabilities:
Due to officers 12,000 -- 79,338
Accrued expenses -- 21,405 43,571
--------- -------- ---------
Net cash (used) by
operating
activities: (10,000) -- (450,755)
Net cash from
financing
Activities:
Common stock issuance -- -- 440,755
Additional
Paid-in
Capital 10,000 -- 10,000
--------- -------- ---------
Increase (decrease)
in cash -- -- 450,755
Cash at beginning
of period $ -- -- --
--------- -------- ---------
Cash at end of
period $ -- $ -- $ --
========= ======== =========
Supplemental cash flows information:
Cash paid during the period for:
Income Taxes $ -- $ -- $ --
========= ======= =========
Interest $ -- $ -- $ --
========= ======= =========
Non-cash financing transactions:
Common shares issued
for services$ -- $ -- $ 90,555
========= ======= =========
Common shares issued
for assets $ -- $ $ 183,000
========= ======= =========
See accompanying note to financial statements.
Total Horizon, Inc.
(A Development Stage Company)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
BASIS OF PRESENTATION
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The accompanying unaudited consolidated 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,
2003 Stockholders' Equity (Deficit) changed only by the
amount of the net loss. Operating results for the three
months period ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year
ended December 31, 2003. For further information refer to
the audited financial statements and footnotes included in
the Company's Form 10-KSB filing for December 31, 2002.
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.
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 19, 2003) the Company has had no revenues.
The unaudited consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary ATTM
Cards (Europe) Limited, a United Kingdom entity. ATTM
Cards (Europe) Limited, a United Kingdom entity also has had
no revenues during its existence.
Certain reclassifications have been made to conform
prior periods' data to the current presentation. These
reclassifications had no significant effect on reported
losses.
Intercompany balances and transactions have been
eliminated in consolidation. All amounts in these
consolidated financial statements and notes thereto are
stated in United States dollars.
Item 2. Plan of Operation
During the next twelve months the Company, a development
state enterprise, anticipates commencing business
operations, i.e. in the field of prepaid telephone calling
cards and debit cards, as well as listing its shares on the
OTC Electronic Bulletin Board. There can of course be no
assurance of success in achieving either of the foregoing.
The Company, with no assets at March 31, 2003, will
have to raise additional funds in the next twelve months.
The Company presently expects to raise capital primarily
through private placements in the United Kingdom.
Product research and development will be pursued on an as
needed basis. Currently, the Company has no plans for the
purchase of plant or significant equipment.
The Company presently has no employees. Significant
changes in the number of employees are not expected.
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) The Company's shares are not publicly traded at this
time.
(b) Not applicable.
Item 4. Quantitative and Qualitative Disclosure about
Market Risk
The Company's shares are not publicly traded at this
time.
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.
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, 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.
Total Horizon, Inc.
/s/ David Anderson
Dated: May 19, 2003 -----------------------
- -------------------- David Anderson, President