UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-QSB
|
[X] |
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 |
| |
|
| |
For
the quarterly period ended: March
31, 2005 |
| |
|
|
[
] |
Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934 |
| |
|
| |
For
the transition period ______________ to
__________ |
| |
|
| |
Commission
File Number: 333-119366 |
Common
Horizons, Inc.
(Exact
name of small Business Issuer as specified in its charter)
Nevada |
72-1580195 |
|
(State
or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification No.) |
|
620
Tam O’Shanter, Las Vegas, Nevada 89109 |
|
(Address
of principal executive offices) |
|
702-989-0739 |
|
(Issuer’s
telephone number) |
|
_______________________________________________________________ |
|
(Former
name, former address and former fiscal year, if changed since last
report) |
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X] Yes [
] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 10,500,000 common shares as of May 11,
2005.
Transitional
Small Business Disclosure Format (check one): Yes [ ] No [X]
| |
|
Page |
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PART
I - FINANCIAL INFORMATION
|
|
Item
1: |
|
3 |
|
Item
2: |
|
4 |
|
Item
3: |
|
8 |
|
PART
II - OTHER INFORMATION
|
|
Item
1: |
|
9 |
|
Item
2: |
|
9 |
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Item
3: |
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9 |
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Item
4: |
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9 |
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Item
5: |
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9 |
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Item
6: |
|
9 |
PART
I - FINANCIAL INFORMATION
Our
unaudited financial statements included in this Form 10-QSB are as
follows:
| (a) |
Balance
Sheet as of March 31, 2005; |
| (b) |
Statements
of Operations for the three month periods ended March 31, 2005 and
2004; |
| (c)
|
Statements
of Cash Flow for the three month periods ended March 31, 2005 and 2004;
|
| (d)
|
Notes
to Consolidated Financial Statements. |
These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-QSB. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended March 31, 2005 are
not necessarily indicative of the results that can be expected for the full
year.
COMMON
HORIZONS
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
MARCH
31, 2005
(UNAUDITED)
ASSETS
|
|
|
|
| |
|
|
|
|
Current
assets |
|
|
|
|
|
Cash |
|
$ |
55 |
|
|
Total
current assets |
|
|
55
|
|
| |
|
|
|
|
|
Total
assets |
|
$ |
55 |
|
| |
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT |
|
|
|
|
| |
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
Accounts
payable |
|
$ |
58,213 |
|
|
Loan
from stockholder |
|
|
54,971
|
|
|
Accrued
interest on note from stockholder |
|
|
1,146
|
|
|
Total
current liabilities |
|
|
114,330
|
|
| |
|
|
|
|
|
Total
liabilities |
|
|
114,330
|
|
| |
|
|
|
|
|
Commitments
and contingencies |
|
|
--
|
|
| |
|
|
|
|
|
Stockholders'
deficit |
|
|
|
|
|
Common
stock; $.001 par value; 25,000,000 shares |
|
|
|
|
|
authorized,
10,500,000 shares issued and outstanding |
|
|
10,500
|
|
|
Additional
paid-in capital |
|
|
4,500
|
|
|
Accumulated
deficit during development stage |
|
|
(129,275 |
) |
|
Total
stockholders' deficit |
|
|
(114,275 |
) |
| |
|
|
|
|
|
Total
liabilities and stockholders' deficit |
|
$ |
55 |
|
See
Accompanying Notes to Financial Statements
COMMON
HORIZONS
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
| |
|
|
|
|
|
(Date
of Inception) |
|
| |
|
For
the three months ended |
|
For
the three months ended |
|
through
|
|
| |
|
March
31, 2005 |
|
March
31, 2004 |
|
March
31, 2004 |
|
| |
|
|
|
|
|
|
|
|
Revenues |
|
$ |
-- |
|
$ |
-- |
|
$ |
-- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cost
of revenues |
|
|
--
|
|
|
--
|
|
|
--
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Gross
profit |
|
|
--
|
|
|
--
|
|
|
--
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
--
|
|
|
--
|
|
|
--
|
|
|
Stock
based compensation |
|
|
--
|
|
|
--
|
|
|
--
|
|
|
Selling
general and administrative |
|
|
27,025
|
|
|
15,818
|
|
|
129,275
|
|
|
Total
operating expenses |
|
|
27,025
|
|
|
15,818
|
|
|
129,275
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense) |
|
|
|
|
|
|
|
|
|
|
|
Interest
expense |
|
|
--
|
|
|
--
|
|
|
--
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations |
|
|
(27,025 |
) |
|
(15,818 |
) |
|
(129,275 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes |
|
|
--
|
|
|
--
|
|
|
--
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(27,025 |
) |
$ |
(15,818 |
) |
$ |
(129,275 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
Basic
loss per common share |
|
$ |
(0.00 |
) |
$ |
(0.01 |
) |
$ |
(0.01 |
) |
|
Diluted
loss per common share |
|
$ |
(0.00 |
) |
$ |
(0.01 |
) |
$ |
(0.01 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
Basic
weighted average common |
|
|
|
|
|
|
|
|
|
|
|
shares
outstanding |
|
|
10,500,000
|
|
|
2,500,000
|
|
|
9,214,286
|
|
See
Accompanying Notes to Financial Statements
COMMON
HORIZONS
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)
| |
|
|
|
|
|
From
January 28, 2004 |
|
| |
|
|
|
|
|
(Date
of Inception) |
|
| |
|
For
the three months ended |
|
For
the three months ended |
|
through
|
|
| |
|
March
31, 2005 |
|
March
31, 2004 |
|
March
31, 2004 |
|
| |
|
|
|
|
|
|
|
|
Cash
flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(27,025 |
) |
$ |
(15,818 |
) |
$ |
(129,275 |
) |
|
Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Change
in accounts payable |
|
|
26,633
|
|
|
--
|
|
|
58,213
|
|
|
Change
in accrued interest |
|
|
313
|
|
|
--
|
|
|
1,146
|
|
|
Net
cash used by operating activities |
|
|
(79 |
) |
|
(15,818 |
) |
|
(69,916 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock |
|
|
--
|
|
|
200
|
|
|
15,000
|
|
|
Proceeds
from loans from shareholder |
|
|
--
|
|
|
24,500
|
|
|
54,971
|
|
|
Net
cash provided by financing activities |
|
|
--
|
|
|
24,700
|
|
|
69,971
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash |
|
|
(79 |
) |
|
8,882
|
|
|
55
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period |
|
|
134
|
|
|
--
|
|
|
--
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period |
|
$ |
55 |
|
$ |
8,882 |
|
$ |
55 |
|
See Accompanying Notes to Financial
Statements
COMMON
HORIZON, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(UNAUDITED)
1.
BASIS
OF PRESENTATION
The
accompanying unaudited financial statements have been prepared in accordance
with Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements.
The
interim financial statements present the condensed balance sheet, statements of
operations, stockholders’ deficit and cash flows of Common Horizon, Inc. The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States.
The
interim financial information is unaudited. In the opinion of management, all
adjustments necessary to present fairly the financial position as of March 31,
2005 and the results of operations presented herein have been included in the
financial statements. Interim results are not necessarily indicative of results
of operations for the full year.
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2.
SIGNIFICANT
ACCOUNTING POLICIES
Use of
estimates - The
preparation of unaudited financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the unaudited financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
3.
GOING
CONCERN
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred cumulative net losses
of approximately $129,000 since its inception and requires capital for its
contemplated operational and marketing activities to take place. The company’s
ability to raise additional capital through the future issuances of the common
stock is unknown. The obtainment of additional financing, the successful
development of the Company’s contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt the Company’s ability to continue as a
going concern. The financial statements of the Company do not include any
adjustments that may result from the outcome of these aforementioned
uncertainties.
Forward-Looking
Statements
Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
materially from those included in the forward-looking statements. The Company
intends such forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
complying with those safe-harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the
words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
the actual effect of future plans or strategies is inherently uncertain. Factors
which could have a material adverse affect on the operations and future
prospects of the Company on a consolidated basis include, but are not limited
to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company’s
financial results, is included herein and in the Company’s other filings with
the SEC.
Overview
We were
incorporated on January 28, 2004, under the laws of the state of Nevada for the
purpose of establishing and developing business through the CommonHorizons.com
web site.
We intend
to develop and operate an Internet-based specialty Web Portal site for which our
registered members will pay approximately $2.50 per month pre-paid annually
(actually priced at $29.95 annually). Management set our membership fee at
$29.95 annually because this fee is comparable to the fees charged by other
Internet service providers. For an introductory one month period after
registration, members can use our web site for free in order to become familiar
with its content and services. In the event that a member cancels their
membership within the first month after registration, we will refund their
entire membership fee. Members who cancel their membership after one of
registration will not be entitled to any refund.
Our web
site will function as an online support center for individuals who need help in
coping with the emotional and mental trauma of impending death, major illness
and disability, affecting either themselves or close family and friends. In the
event of death, the site will also help surviving family and close friends deal
with grieving and carrying-on with their lives. Our web site will provide a
variety of online content and forums where people facing these all too common
life challenges can seek and share information and support.
Our web
site will be operated on a commercial basis and our plan is to have Internet
revenue sources such as access fees, e-magazine/newsletter advertising, and the
sale of holistic products such as vitamins and books.
Website
Development
Our plan
of operations for the development our website as described below was designed
with the objective of providing visitors and members with speedy access,
reliability, privacy and security.
We
completed the initial work on our website, which included the construction of
our logo design, web design, and site concept at a cost of $25,000 to the
company. The second and final step to complete the initial development work
requires that we retain a consultant to develop the interactive user features,
an administrative module, and then integrate and test these features. The
establishment of interactive user features is essential in order to provide our
members with the intended services. An administrative module is essential for us
to maintain and secure the information of our members. Our management is
currently seeking estimates for these services. We will need to seek additional
financing prior to being able to complete the initial site development
work.
Following
completion of the initial website development work, we plan to further increase
the speed and reliability of our service by hosting the website on Company-owned
servers and related telecommunications equipment that will utilize bandwidth
capacity sufficient to handle a high volume of visitors and members. We plan to
maintain the site hardware at a reputable third-party “server park” operator. We
also plan to establish an arrangement with an independent party to backup the
hosting facilities should we encounter difficulties with our primary operator.
At the present time, no agreement or oral understandings are in place with a
primary operator or independent party that will provide backup support.
Management anticipates that the implementation of these steps to improve the
reliability of our service will occur only after we are able to secure
additional financing. We plan to implement these steps within six to twelve
months following the receipt of additional financing, provided we are successful
in securing additional financing.
After our
CommonHorizons.com website is fully developed, we intend to add the ability to
continuously monitor capacity demands on our site so that we can grow our
infrastructure software and hardware resources should market demand increase. We
intend to proactively manage our operations against actual site usage.
Marketing
Over the
next twelve months we plan to design and implement sales and marketing efforts
in order to attract visitors to our site. Our initial plan is to market our
service and direct Internet users to our website by seeking relationships with
other companies or organizations that maintain websites. We plan to establish
agreements with these companies or organizations where they would place on their
website information about our service and links to our website in return for us
providing the same with respect to their service. Our management also intends to
introduce our website to established medical agencies and societies, hospitals,
clinics and specialist medical practitioners. At the present time, we have not
entered into any agreements with any institutions, companies, or organizations
that maintain websites.
Over the
next twelve months we also plan to initiate an email marketing campaign that
will be targeted to medical agencies, charities, hospitals, and medical
practitioners. We intend to purchase email addresses and send mass emails that
are designed to attract visitors to our site. Management anticipates that this
email marketing campaign coupled with links to our website from other health
related websites will build awareness and eventual memberships for our service.
In addition, management anticipates that these marketing efforts will also
result in a number of personal referrals to visit our website. We intend to
reinforce referrals through existing members by sending all members a
professionally designed and produced e-magazine or e-newsletter each month
containing information and updates on
our
services. We also intend to purchase physical addresses and conduct a mailing of
marketing materials once every three months.
We intend
to purchase these contacts from providers of sales are marketing leads such as
infoUSA, Inc. Our management expects to incur costs of $0.02 - $0.03 per email
address and $0.03 - $0.05 for physical addresses. We expect to initially
purchase 10,000 email addresses. The quantity of future purchases of email
addresses is unknown because management will evaluate the impact of our initial
purchase of email addresses and this marketing campaign on our business. The
marketing campaign will not be affected by recent legislation regarding spam
because we will only purchase contact information for individuals and entities
that have not indicated that they do not wish to receive solicitations and
promotional information.
We are
still in the process of developing other sales and marketing efforts to attract
visitors to our site. Some of these ideas include the following:
| · |
develop
relationships with medical agencies, charities, hospitals and medical
practitioners where they would permit brochure distribution detailing our
service and the support network we plan on establishing;
|
| · |
contact
publications with the intention that articles and publicity that they may
generate would further create awareness of our service and support
network; |
| · |
run
a print advertisement in trade and other specialist publications in the
health care industry; and |
| · |
create
a member referral program that will provide referring members a two month
free extension of their membership for each new member they
refer |
We plan
to regularly evaluate the effectiveness of our marketing methods, primarily by
analyzing member registration statistics and tracking the referral source in
order to refine our ongoing marketing campaign. We will use input from member
contacts to determine what marketing methods and incentives prove most
effective.
Changes
in Number of Employees
We intend
to hire employees to handle the additional demands associated with the growth of
our business when needed. Additional employees may be hired for sales and
marketing, technical support, website management, as well as administration. The
time period that we expect to hire additional employees is affected by the
development of our business plan and our ability to secure additional financing.
The number of employees that we expect to hire is directly related to the number
of members who subscribe to our website. These factors are unknown at the
present time. As a result, our management is unable to provide a timeline for
hiring additional employees or the number of employees that we may need to hire.
Anticipated
Expenses and Need for Additional Financing
Following
the initial site development work and establishment of our CommonHorizons.com
website, we will require significant funds to purchase additional software,
hardware, and to monitor and improve the functionality of our website. The cost
of purchasing software and hardware to service our operations is estimated to be
in the range of $5,000 to $10,000. The costs of the physical siting of the
server(s) and their ongoing upkeep will be handled under contract by a
third-party professional hosting
(“server
park”) organization in order to minimize Common Horizons investment in expensive
telecommunication lines, environment control (HVAC) and security equipment and
related facilities.
Assuming
that we are successful in raising additional financing, we anticipate that we
will incur the following expenses over the next twelve months:
| 1. |
$110,000
in connection with the completion and development of our website which
includes the purchase of software and hardware;
|
| 2. |
$100,000
in connection with the implementation of our marketing and sales plan;
|
| 3. |
$100,000
in connection with general and administrative expenses;
|
| 4. |
$26,250
in connection with the payment of debt obligations; and
|
| 5. |
$20,000
for operating expenses, including professional legal and accounting
expenses associated with our obligations under the Securities Exchange Act
of 1934. |
The
completion of our business plan for the next twelve months is contingent upon us
obtaining additional financing. As of March 31, 2005, we had cash in the amount
of $55. We have forecasted expenditures of $356,250 for the next twelve months
as set forth above. Therefore, we will require financing in the approximate
amount of $360,000 to pursue our business plan for the next twelve months.
Management is currently working to raise additional capital. We are considering
a plan to offer equity securities in an exempt offering as a means of raising
capital to meet our financial requirements over the next twelve months. If we
are unable to obtain additional financing, our business will fail. We do not
have any formal commitments or arrangements for the advancement or loan of
funds.
For the
next twelve months, we will require significant addition capital to support our
business infrastructure including costs of operation following development of
the Common Horizons Web Portal. Our ability to execute upon our business plan
for the next twelve months is contingent upon us obtaining additional financing.
If we are unable to obtain additional financing, our business will fail.
Results
of Operations for Period Ending March 31, 2005
We have
not earn any revenues from inception through the period ending March 31, 2005.
We do not anticipate earning revenues until such time that the Common Horizons
Web Portal is fully developed and operational. Our expected revenues will likely
be comprised of member access services revenues, paid advertisements, and
vitamin and book sales.
We
incurred operating expenses in the amount of $129,275 for the period from
inception on January 28, 2004 to March 31, 2005. These operating expenses are
primarily attributable to general and administrative expenses associated with
the initial development of the Common Horizons Web Portal, legal expenses, and
consulting fees. During the three month period ended March 31, 2005, we incurred
$27,025 in expenses which were entirely attributable to legal and accounting
fees.
We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to our website being operational,
the implementation of our sales and marketing plan, and professional fees to be
incurred in connection with our obligations as a reporting company under the
Securities Exchange Act of 1934.
We
incurred a loss in the amount of $27,025 for the three months ended March 31,
2005 and a net loss of $129,275 for the period from inception on January 28,
2004 to March 31, 2005. Our losses were entirely attributable to operating
expenses.
Liquidity
and Capital Resources
We had
cash of $55 as of March 31, 2005. We had a working capital deficit of $114,275
as of March 31, 2005.
As of
March 31, 2005, we had insufficient capital to support our intermediate term
cash requirements. We must raise additional capital to achieve our business
goals and to continue operations. Management is planning to offer equity
securities in an exempt offering.
We have
not attained profitable operations and are dependent upon obtaining financing to
continue operations. For these reasons our auditors stated in their report that
they have substantial doubt we will be able to continue as a going
concern.
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Mr. Edward F. Panos. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that, as of
March 31, 2005, our disclosure controls and procedures are effective. There have
been no significant changes in our internal controls over financial reporting
during the quarter ended March 31, 2005 that have materially affected or are
reasonably likely to materially affect such controls.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations
on the Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control
may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate.
PART
II - OTHER INFORMATION
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
On March
1, 2005, the registration statement filed on Form SB-2 (Commission file number
333-119366) was declared effective by the SEC. This offering has commenced and
is ongoing. This registration statement registered 5,500,000 shares of Common
Stock on behalf of certain selling shareholders of the company. We will not
receive any proceeds from this offering and have not made any arrangements for
the sale of these securities.
Item 3. Defaults upon Senior
Securities
None.
Item 4. Submission of Matters to a
Vote of Security Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the first quarter of the fiscal
year ending March 31, 2005.
None.
|
Exhibit
Number |
Description
of Exhibit |
|
31.1 |
|
|
31.2 |
|
|
32.1 |
|
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
Common
Horizons, Inc. |
| |
|
|
Date:
|
May
23, 2005 |
| |
|
| |
By:/s/
Edward F.
Panos
Edward
F. Panos
Title:
President
and Chief Executive Officer
|