UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
----------------------
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the quarterly period ended June 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 August 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.
Paygard, Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
June 30, 2003
(Unaudited)
ASSETS
Current Assets
Cash $ 500,631
-----------
Total current assets 500,631
Card Inventory, at cost 52,724
Computer equipment, net at cost 31,845
Other 38,462
-----------
Total assets $ 623,662
===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 1,087,820
Loans payable 1,041,034
WGI Credit Card uploads advances $ 461,962
-----------
Total current liabilities 2,590,816
Shareholders' Equity
Common stock,
75,000,000 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 (2,417,909)
-----------
Total shareholders' equity
(deficit) (1,967,154)
-----------
Total Liabilities and
Shareholders' Equity (Deficit) $ 623,662
==========
See accompanying note to financial statements.
Paygard, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Inception
Three Months Three Months (January 31, 2000)
Ended Ended to
June 30, 2003 June 30, 2002 June 30, 2003
------------- ------------- -----------------
Revenue $ - $ - -
Expenses:
General and
Administrative $ 770,210 48,750 2,417,909
---------- -------- ----------
(Loss) from
operations (770,210) (48,750) (2,417,909)
Income taxes -- -- --
---------- --------- -----------
Net (loss) $ (770,210) $ (48,750) (2,417,909)
========== ========= ===========
Basic (Loss) per
Common share $ (.11) $ (.01) (.41)
========== ========= ===========
Diluted (Loss) per
Common
share $ (.11) $ (.01) (.41)
========== ========= ===========
Weighted average
(basic and diluted)
common shares
outstanding 6,815,000 6,269,798 5,952,122
========== ========= ===========
See accompanying note to financial statements.
Paygard, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Six Months Six Months
Ended Ended
June 30, 2003 June 30, 2002
------------- -------------
Revenue $ - $ -
Expenses:
General and
Administrative $ 1,218,775 70,750
---------- ---------
(Loss) from
operations (1,218,775) (70,750)
Income taxes -- --
----------- ---------
Net (loss) $(1,218,775) $(70,750)
=========== =========
Basic (Loss) per
Common share $ (.18) $ (.01)
=========== =========
Diluted (Loss) per
Common share $ (.18) $ (.01)
=========== =========
Weighted average
(basic and diluted)
common shares
outstanding 6,815,000 6,369,800
========== ==========
See accompanying note to financial statements.
Paygard, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY (DEFICIT)
For the three month period ending June 30,2003
(Unaudited)
(Deficit)
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
------- ------ ---------- ----------- --------
Balance-
March 31,
2003 6,815,000 $6,815 $443,940 $(1,647,699) $(1,196,944)
Additional
Paid-In
Capital -- -- -- -- --
Net (loss)
For the three
Months period
Ended June 30,
2003 -- -- -- (770,210) (770,210)
--------- ------- -------- ----------- ----------
Balance-
June 30,
2003 $6,815,000 $6,815 $443,940 $(2,417,909) $(1,967,154)
========== ====== ======== =========== ===========
See accompanying note to financial statements.
Paygard, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Six Months January 31, 2000
Ended Ended (Inception) to
June 30, 2003 June 30, 2002 June 30, 2003
-------------- -------------- ----------------
Net (loss) $(1,218,775) $(70,750) $(2,417,909)
Adjustments to
reconcile net loss
to cash used by
operating activities:
Changes in assets
and liabilities 1,719,406 70,750 2,467,785
--------- ---------- -----------
Net cash (used) by
operating
activities: 500,631 -- 49,876
Net cash from
financing
Activities:
Common stock issuance -- -- 440,755
Additional
Paid-in Capital -- -- 10,000
--------- ---------- ----------
Increase (decrease)
in cash 500,631 -- 450,755
Cash at beginning
of period $ -- -- --
--------- ---------- ----------
Cash at end of
period $ 500,631 $ -- $ 500,631
========= ========== ==========
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.
Paygard, Inc.
(A Development Stage Company)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)
BASIS OF PRESENTATION
- ---------------------
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 June 30,2003 Stockholders' Equity (Deficit) changed only by the
amount of the net loss. Operating results for the three months period ended
June 30, 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 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 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.
Paygard, Inc. FKA 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 (August 19, 2003)
the Company has had no revenues. The unaudited consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiary ATM Cards (Europe) Limited, a United Kingdom entity. ATM
Cards (Europe) Limited, a United Kingdom entity also has had no revenues
during its existence. In May 2003 the Company entered into an agreement
whereby it was granted by Pay2 Limited, a company registered in the Isle of
Man, an exclusive 10-year license to use its Stored Value technology and
Intellectual Property in orrder to market and sell Store Value products such as
prepaid cards.
The Company's revenue is anticipated to be derived from five
Sources: (1) payment for prepaid cards from merchants, (2) merchant
discount fees; varies but generally between 3% to 4%, (3) system
integration fees, and (4) transaction and account maintenance fees,
(5) licence and reseller fees.
The Company's main product is a stored value prepaid card incorporating
either a Visa Electron or MasterCard Maestro flag that can be loaded and
reloaded by money transfer, with cash, cheques, 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, due to the
nature of the transaction.
Certain reclassifications have been made to conform prior periods'
data to the current presentation.
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. All monies have been
converted to US Dollars from British Pounds at the appropriate prevailing
rates The Company had no material foreign currency translation gain or loss
during the periods presented.
Stock Based Compensation
- ------------------------
In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation-Transition
and Disclosure-an amendment of SFAS 123." This statement 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, this statement
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. The Company has chosen to continue to
account for stock-based compensation using the intrinsic value method
prescribed in APB Opinion No. 25 and related interpretations. Accordingly,
compensation expense for stock options is measured as the excess, if any,
of the fair market value of the Company's stock at the date of the grant over
the exercise price of the related option. The Company has adopted the annual
disclosure provisions of SFAS No. 148 in its financial reports for the year
ended December 31, 2002 and has adopted the interim disclosure provisions for
its financial reports for the quarter ended June 30, 2003. The Company has no
awards of stock-based employee compensation outstanding at June 30, 2003.
New Accounting Pronouncements
- -----------------------------
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities." Interpretation 46 changes the criteria by
which one company includes another entity in its consolidated financial
statements. Previously, the criteria were based on control through voting
interest. Interpretation 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. A company that
consolidates a variable interest entity is called the primary beneficiary of
that entity. The consolidation requirements of Interpretation 46 apply
immediately to variable interest entities created after January 31, 2003.
The consolidation requirements apply to older entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the
disclosure requirements apply in all financial statements issued after January
31, 2003, regardless of when the variable interest entity was established. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.
Impact of Recently Issued Accounting Standards
Management has also reviewed recently issued Financial Accounting Standards
including the following:
FASB 141: Business Combinations
FASB 142: Goodwill and Other Intangible Assets
FASB 144: Accounting for the Impairment of Disposal of Long-Lived Assets
Management believes the adoption of these standards will not have
a material effect on the Company's financial position and results of
operations.
Subsequent Events
- -----------------
In July 2003 the Company entered into an agreement with a funding
source, Boston Fidelity Limited. The Company has raised approximately
US$5,000,000 and will issue a significant number of common shares. As of the
date of this report no shares of common stock have been sold under the
aforementioned private offerings/transactions and neither the Company nor the
escrow agent has received any proceeds from this offering/transactions. The
company has incurred no significant expenses for its account in connection with
the issuance and distribution of common stock aforementioned) for underwriting
discounts and commissions, finders fees, expenses paid to or for underwriters,
or other expenses.
Item 2. Plan of Operation
During the next twelve months the Company, a development stage enterprise,
anticipates commencing full business operations, Marketing and sale of Stored
Value products such as pre-paid 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.
Company's management believes the Company has enough cash for the next
12 months to sustain operations. Nevertheless Company's management is exploring
additional public and private financing sources
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 approximately 6 full time employees. The
Company has outsourced human resource requirements to a management services
company the United Kingdom Apollo Consulting Limited. Management expects
expenditure on human resources to increase with the needs of the business.
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
- --------------------------------------------
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
Subsequent Events
-----------------
In July 2003 the Company entered into agreements with a funding source,
Boston Fidelity Limited. The Company has raised approximately US$5,000,000
and will issue a significant number of common shares. As of the date of this
report no shares of common stock have been sold under the aforementioned
private offerings/transactions and neither the Company nor the escrow agent
has received any proceeds from this offering/transaction. The company has
incurred no significant expenses for its account in connection with the
issuance and distribution of common stock (aforementioned) for underwriting
discounts and commissions, finders fees, expenses paid to or for underwriters,
or other expenses.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
A special meeting of the shareholders was held on July 29, 2003.
The following were elected directors: Lord E. Timothy Razzall, John Mitchell,
Greg Kennedy, Lindsay Sanford, David Anderson and Colin Gervaise-Brazier.
The shareholders, by unanimous vote, approved a change of name to
Paygard, Inc., an increase in authorized common shares to 75,000,000 and
ratified business contracts.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
No Exhibits
On May 21, 2003 the Company filed a report on form 8K. This report
was amended May 27, 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: August 19, 2003 ---------------------------------
- ---------------------- Colin Gervaise-Brazier, President