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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB/A



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Amendment No. 1



(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended June 30, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number: 000-27131



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INVERTED PARADIGMS CORPORATION

F/K/A HORIZON HOLDING CORPORATION

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                                               |  |                        
|-------------------------------------------------------------- |  | ------------------------------------------------------------- |  | -----------------------
|Delaware                                                       |  | 11523 Palm Brush Trail, # 341                                 |  | 88-0381258             
|(State or other Jurisdiction of Incorporation or Organization) |  | Lakewood Ranch, FL 34202 (941) 926-6180                       |  | (IRS Employer I.D. No.)
|                                                               |  | (Address and telephone number of principal executive offices) |  |                        



1583 E Silver Star
Rd # 346

Ocoee, Florida 34761

(407) 877-9753

(Former address and telephone number of principal executive offices)



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Indicate by check mark whether registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x  Yes ̈No



Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the Exchange Act) ̈YES    x  NO



The number of shares of the registrants common stock, par value $0.001 per share, outstanding as of August 8, 2005 was 12,894,729 and there were 878 stockholders of
record.



Transitional Small Business Issuer
Format: ̈YES    x  NO



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EXPLANATORY NOTE



Inverted Paradigms Corporation (the Company) is filing
this Amendment No. 1 to its Quarterly Report on Form 10-QSB for its fiscal quarter ended June 30, 2005, as filed with the Securities and Exchange Commission on August 15, 2005 (the Original June 2005 Form 10-QSB), primarily to
correct an error in recording interest expense from a beneficial conversion feature of a convertible note in 2004 and to correct the resulting effects upon additional paid in capital, accumulated deficit, and interest expense.



The Company erroneously did not record interest expense resulting from a convertible note
payable with a beneficial conversion feature in 2004.



Actual Changes in the
Original June 2005 Form 10-QSB.The actual changes in the Original June 2005 Form 10-QSB included in this Amendment No. 1 are amendments to Part I that include: (a) amended and restated Consolidated Balance Sheet as of June 30, 2005,
(b) amended and restated Consolidated Statement of Operations for the six months ended June 30, 2004, (c) amended and restated Consolidated Statement of Cash Flows for the six months ended June 30, 2004, (d) additional
discussions concerning interest expense in the Comparison of the Six Months Ended June 30, 2005 and June 30, 2004 and (e) a new Note 9 discussing the restatements.



Notwithstanding that there are no changes in most of the Notes to the Consolidated Financial Statements included in this Amendment
No. 1, a complete Form 10-QSB document including a complete set of the Consolidated Financial Statements (together with all of the Notes from the Original June 2005 Form 10-QSB) has been included in this Amendment No. 1, for
convenient reference.



In addition, see additional amended filings of the
Company for relevant subsequent events.





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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



FORM 10-QSB



INDEX



|                                          |  |                                                                                                                                  |  |   
|----------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | --
|PART I.                                   |  | FINANCIAL INFORMATION                                                                                                            |  |   
|                                          |  |                                                                                                                                 
|Item 1.                                   |  | Financial Statements (unaudited)                                                                                                 |  |   
|                                          |  |                                                                                                                                 
|                                          |  | Consolidated Balance Sheet (unaudited) at June 30, 2005 (As restated)                                                            |  | 3 
|                                          |  |                                                                                                                                 
|                                          |  | Consolidated Statements of Operations (unaudited) for the Three Months and Six Months Ended June 30, 2005 and 2004 (As restated) |  | 4 
|                                          |  |                                                                                                                                 
|                                          |  | Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2005 and 2004 (As restated)                  |  | 5 
|                                          |  |                                                                                                                                 
|                                          |  | Notes to Consolidated Financial Statements (unaudited)                                                                           |  | 6 
|                                          |  |                                                                                                                                 
|Item 2.                                   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                            |  | 11
|                                          |  |                                                                                                                                 
|Item 3.                                   |  | Controls and Procedures                                                                                                          |  | 17
|                                          |  |                                                                                                                                 
|PART II                                   |  | OTHER INFORMATION                                                                                                                |  |   
|                                          |  |                                                                                                                                 
|Item 1.                                   |  | Legal Proceedings                                                                                                                |  | 17
|                                          |  |                                                                                                                                 
|Item 2.                                   |  | Changes in Securities and Use of Proceeds                                                                                        |  | 17
|                                          |  |                                                                                                                                 
|Item 3.                                   |  | Defaults Upon Senior Securities                                                                                                  |  | 18
|                                          |  |                                                                                                                                 
|Item 4.                                   |  | Submission of Matters to a Vote of Security Holders                                                                              |  | 18
|                                          |  |                                                                                                                                 
|Item 5.                                   |  | Other Information                                                                                                                |  | 18
|                                          |  |                                                                                                                                 
|Item 6.                                   |  | Exhibits and Reports on Form 8-K                                                                                                 |  | 18
|                                          | 
|SIGNATURES                                |  | 19                                                                                                                              
|                                          | 
|EXHIBITS                                  |  |                                                                                                                                 
|                                          | 
|Exhibit 31.1 Stewart York Certifications  |  |                                                                                                                                 
|                                          | 
|Exhibit 31.2 Steven Weldon Certifications |  |                                                                                                                                 
|                                          | 
|Exhibit 32.1 Stewart York Certifications  |  |                                                                                                                                 
|                                          | 
|Exhibit 32.2 Steven Weldon Certifications |  |                                                                                                                                 



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Consolidated Balance Sheet



|                                                                                                        |  |                            |             |  
|------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | -
|                                                                                                        |  | June 30, 2005(As restated) |            
|                                                                                                        |  | (UNAUDITED)                |            
|Assets                                                                                                  |  |                            |             |  
|Current assets:                                                                                         |  |                            |             |  
|Cash and cash equivalents                                                                               |  | $                          | 62,699      |  
|Prepaid expenses                                                                                        |  |                            | 177,535     |  
|                                                                                                        |  |                            |             |  
|Total current assets                                                                                    |  |                            | 240,234     |  
|                                                                                                        | 
|Property and equipment, net                                                                             |  |                            | 3,946       |  
|Deposits                                                                                                |  |                            | 3,357       |  
|                                                                                                        |  |                            |             |  
|Total assets                                                                                            |  | $                          | 247,537     |  
|                                                                                                        |  |                            |             |  
|Liabilities and Stockholders Equity                                                                    |  |                            |             |  
|Current liabilities:                                                                                    |  |                            |             |  
|Accounts payable                                                                                        |  | $                          | 92,325      |  
|Other current liabilities                                                                               |  |                            | 59,022      |  
|                                                                                                        |  |                            |             |  
|Total current liabilities                                                                               |  |                            | 151,347     |  
|                                                                                                        |  |                            |             |  
|Stockholders equity                                                                                    |  |                            |             |  
|Common stock, $0.001 par value, 100,000,000 shares authorized, 12,894,729 shares issued and outstanding |  |                            | 12,894      |  
|Additional paid-in capital                                                                              |  |                            | 37,272,101  |  
|Deferred stock-based employee compensation                                                              |  |                            | (101,565    | )
|Accumulated deficit                                                                                     |  |                            | (37,087,240 | )
|                                                                                                        |  |                            |             |  
|Total stockholders equity                                                                              |  |                            | 96,190      |  
|                                                                                                        |  |                            |             |  
|Total liabilities and stockholders equity                                                              |  | $                          | 247,537     |  
|                                                                                                        |  |                            |             |  



See accompanying notes
to unaudited consolidated financial statements.



3



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Consolidated Statements of Operations



|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | - | --------------------------------- | - | ---------- | --------- |  | - | ----------------- | - |  | - | ---------- | -
|                                                                                                                                                                                                                      |  | For the three months ended June 30, |            |   | For the six months ended June 30, |  
|                                                                                                                                                                                                                      |  | 2005                                |            |   | 2004                              |   |            | 2005      |  |   | 2004(As restated) |  
|                                                                                                                                                                                                                      |  | Unaudited                           |            |   | Unaudited                         |   |            | Unaudited |  |   | Unaudited         |  
|Net sales                                                                                                                                                                                                             |  | $                                   |           |   |                                   | $ | 226,938    |           |  | $ | 32,016            |   |  | $ | 434,702    |  
|Cost of sales                                                                                                                                                                                                         |  |                                     |           |   |                                   |   | 186,418    |           |  |   | 27,004            |   |  |   | 366,073    |  
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Gross profit                                                                                                                                                                                                          |  |                                     |           |   |                                   |   | 40,520     |           |  |   | 5,012             |   |  |   | 68,629     |  
|                                                                                                                                                                                                                      |  |                                     |            |  
|Operating expenses:                                                                                                                                                                                                   |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Sales and marketing                                                                                                                                                                                                   |  |                                     | 1,021      |   |                                   |   | 4,653      |           |  |   | 5,677             |   |  |   | 23,731     |  
|General and administrative (inclusive of non-cash stock-based employee compensation of $117,635 and $271,008 and $141,875 and 287,555 for the
three months and six months ended June 30, 2005 and 2004, respectively) |  |                                     | 376,507    |   |                                   |   | 618,029    |           |  |   | 878,416           |   |  |   | 1,224,622  |  
|Technology and content                                                                                                                                                                                                |  |                                     | 261        |   |                                   |   | 15,301     |           |  |   | 12,839            |   |  |   | 30,100     |  
|Depreciation and amortization                                                                                                                                                                                         |  |                                     | 320        |   |                                   |   | 3,967      |           |  |   | 640               |   |  |   | 8,100      |  
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Total operating expenses                                                                                                                                                                                              |  |                                     | 378,109    |   |                                   |   | 641,950    |           |  |   | 897,572           |   |  |   | 1,286,554  |  
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Loss from operations                                                                                                                                                                                                  |  | $                                   | (378,109   | ) |                                   |   | (601,430   | )         |  |   | (892,560          | ) |  |   | (1,217,924 | )
|                                                                                                                                                                                                                      |  |                                     |            |  
|Other income (expense):                                                                                                                                                                                               |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Interest income                                                                                                                                                                                                       |  |                                     | 1101       |   |                                   |   | 338        |           |  |   | 1,373             |   |  |   | 1,088      |  
|Interest expense                                                                                                                                                                                                      |  |                                     |           |   |                                   |   | (60,749    | )         |  |   |                  |   |  |   | (696,581   | )
|Gain on extinguishment of debt                                                                                                                                                                                        |  |                                     | 700        |   |                                   |   | 0          |           |  |   | 3,374             |   |  |   | 207,964    |  
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Net other income (expense)                                                                                                                                                                                            |  |                                     | 1,801      |   |                                   |   | (60,411    | )         |  |   | 4,747             |   |  |   | (487,529   | )
|                                                                                                                                                                                                                      |  |                                     |            |  
|Net loss from continuing operations                                                                                                                                                                                   |  |                                     | (376,308   | ) |                                   |   | (661,841   | )         |  |   | (887,813          | ) |  |   | (1,705,453 | )
|                                                                                                                                                                                                                      |  |                                     |            |  
|Loss from discontinued operations                                                                                                                                                                                     |  |                                     |           |   |                                   |   | (45,216    | )         |  |   | (4,249            | ) |  |   | (65,586    | )
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Net loss                                                                                                                                                                                                              |  |                                     | (376,308   | ) |                                   |   | (707,057   | )         |  |   | (892,062          | ) |  |   | (1,771,039 | )
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Net loss per share from continuing operations  basic and diluted                                                                                                                                                     |  | $                                   | (0.03      | ) |                                   | $ | (0.06      | )         |  | $ | (0.07             | ) |  | $ | (0.16      | )
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Net loss per share from discontinued operations  basic and diluted                                                                                                                                                   |  | $                                   | 0.00       |   |                                   |   | 0.00       |           |  | $ | 0.00              |   |  |   | (0.01      | )
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  
|Weighted average shares used in calculating basic and diluted loss per share                                                                                                                                          |  |                                     | 12,894,729 |   |                                   |   | 10,714,358 |           |  |   | 12,894,729        |   |  |   | 10,725,681 |  
|                                                                                                                                                                                                                      |  |                                     |            |   |                                   |   |            |           |  |   |                   |   |  |   |            |  



See accompanying notes
to unaudited consolidated financial statements.



4



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Consolidated Statements of Cash Flows



|                                                                        |  |                           |          |   |                   |   |            |  
|----------------------------------------------------------------------- |  | ------------------------- | -------- | - | ----------------- | - | ---------- | -
|                                                                        |  | Six Months ended June 30, |         
|                                                                        |  | 2005                      |          |   | 2004(As restated) |  
|                                                                        |  | (UNAUDITED)               |          |   | (UNAUDITED)       |  
|Cash flows from operating activities:                                   |  |                           |          |   |                   |   |            |  
|Net loss                                                                |  | $                         | (892,062 | ) |                   | $ | (1,771,039 | )
|Adjustments to reconcile net loss to cash used in operating activities: |  |                           |          |   |                   |   |            |  
|Interest on beneficial conversion                                       |  |                           |         |   |                   |   | 600,000    |  
|Amortization of deferred stock-based employee compensation              |  |                           | 271,008  |   |                   |   | 287,555    |  
|Gain on extinguishment of debt                                          |  |                           | (3,374   | ) |                   |   | (207,964   | )
|Stock issued to directors for services                                  |  |                           |         |   |                   |   | 4,904      |  
|Amortization of stock issued for services                               |  |                           | 408,750  |   |                   |   | 490,500    |  
|Depreciation and amortization                                           |  |                           | 640      |   |                   |   | 70,531     |  
|Discontinued operations                                                 |  |                           |          |   |                   |   |            |  
|Impairment of property and equipment                                    |  |                           |         |   |                   |   | (2,280     | )
|Changes in operating assets and liabilities:                            |  |                           |          |   |                   |   |            |  
|Accounts receivable                                                     |  |                           |         |   |                   |   | (2,617     | )
|Investments                                                             |  |                           | 35,000   |   |                   |   |           |  
|Inventories                                                             |  |                           | 48,172   |   |                   |   | 105,505    |  
|Prepaid expenses                                                        |  |                           | (463     | ) |                   |   | 4,447      |  
|Other assets                                                            |  |                           | 900      |   |                   |   |           |  
|Accounts payable                                                        |  |                           | (55,726  | ) |                   |   | (196,661   | )
|Other current liabilities                                               |  |                           | 24,334   |   |                   |   | (125,399   | )
|                                                                        |  |                           |          |   |                   |   |            |  
|Net cash used in operating activities                                   |  |                           | (162,821 | ) |                   |   | (742,518   | )
|                                                                        |  |                           |          |   |                   |   |            |  
|Net cash (used in) provided by discontinued operations                  |  |                           | (10,794  | ) |                   |   | 67,928     |  
|                                                                        |  |                           |          |   |                   |   |            |  
|Cash flows from investing activities:                                   |  |                           |          |   |                   |   |            |  
|Purchase of property and equipment                                      |  |                           |          |   |                   |   | (2,279     | )
|Proceeds from disposition of property and equipment                     |  |                           | 500      |   |                   |   |           |  
|                                                                        |  |                           |          |   |                   |   |            |  
|Net cash provided by (used in) investing activities                     |  |                           | 500      |   |                   |   | (2,279     | )
|                                                                        |  |                           |          |   |                   |   |            |  
|Cash flows from financing activities:                                   |  |                           |          |   |                   |   |            |  
|Proceeds from issuance of notes payable                                 |  |                           |         |   |                   |   | 600,000    |  
|Payments on deferred loan costs                                         |  |                           |         |   |                   |   | (60,000    | )
|Payments on capital lease                                               |  |                           | (9,915   | ) |                   |   | (7,092     | )
|Fees paid to convert note                                               |  |                           |          |   |                   |   | (30,000    | )
|Fees paid to issue convertible note                                     |  |                           | (3,000   | ) |                   |   |           |  
|Fees paid to convert warrants                                           |  |                           |         |   |                   |   | (20,000    | )
|                                                                        |  |                           |          |   |                   |   |            |  
|Net cash (used in) provided by financing activities                     |  |                           | (12,915  | ) |                   |   | 482,908    |  
|                                                                        |  |                           |          |   |                   |   |            |  
|Net decrease in cash and cash equivalents                               |  |                           | (186,030 | ) |                   |   | (193,961   | )
|                                                                        |  |                           |          |   |                   |   |            |  
|Cash and cash equivalents, beginning of period                          |  |                           | 248,729  |   |                   |   | 427,803    |  
|                                                                        |  |                           |          |   |                   |   |            |  
|Cash and cash equivalents, end of period                                |  | $                         | 62,699   |   |                   | $ | 233,842    |  
|                                                                        |  |                           |          |   |                   |   |            |  
|Supplemental disclosures of cash flow information:                      |  |                           |          |   |                   |   |            |  
|Cash paid during the period for:                                        |  |                           |          |   |                   |   |            |  
|Interest                                                                |  | $                         |         |   |                   | $ | 37,366     |  
|                                                                        |  |                           |          |   |                   |   |            |  



See accompanying notes
to unaudited consolidated financial statements.



5



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Notes to Unaudited Consolidated Financial Statements



June 30, 2005



(1) HISTORY AND ORGANIZATION



Formerly Nomadic
Collaboration International, Inc. and LiquidGolf Holding Corporation, Horizon Holding Corporation and subsidiaries (collectively the Company) was incorporated on February 16, 1999 under the laws of the State of Delaware and commenced
operations in May 1999. On August 12, 2004 a majority of the stockholders approved changing the name of the Company from LiquidGolf Holding Corporation to Horizon Holding Corporation.



The Company is an online community for golfers worldwide which operates an e-commerce marketplace for golf equipment and
related accessories. The Companys website was being redeveloped and was not operating from March 1, 2005 to April 14, 2005. The Company also operated a single retail location in Apopka, Florida. The retail location was closed in February 2005.
the Companys web site is operating as an affiliate site and has yet begun offering products directly. Affiliate commissions are reported to company 90 days in arrears and no commissions were reported as of June 30,2005.



(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation. The consolidated financial
statements include the accounts of Horizon Holding Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in the consolidated financial statements.



Use of Estimates. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America 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.



Net Loss Per Share Information.Basic and diluted loss per share is calculated by dividing net loss by the
weighted-average number of common shares outstanding during the reporting period. The Companys common stock warrants have been excluded from the diluted loss per share computation since their effect is anti-dilutive.



Stock-Based Compensation.The Company has elected to account
for its stock-based compensation granted to employees in accordance with the provisions of Accounting Principles Board Opinion 25 (APB 25), Accounting for Stock Issued to Employees. Under APB 25, compensation expense is based on the
difference, if any, on the date of the grant, between the fair value of the Companys stock and the amount the employee is required to pay. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation (Statement 123). Stock issued to non-employees is accounted for under the provisions of Statement 123, Accounting for Stock  Based Compensation and the Emerging Issues Task Force (EITF) Consensus in Issue No. 96-18,
Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with, Selling Goods or Services(EITF 96-18).



Under Statement 123, non-employee stock-based compensation is accounted for based on the fair value of the consideration
received or equity instruments issued, whichever is more readily determinable. However, Statement 123 does not address the measurement date and recognition period. EITF 96-18 states a consensus that the measurement date should be the earlier of the
date at which a commitment for performance by the counterparty is reached or the date at which the counterpartys performance is complete. The Companys nonemployee stock-based compensation is determined using the fair value of the
Companys equity instruments.



6



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Notes to Unaudited Consolidated Financial Statements



(3) BASIS OF PRESENTATION



The accompanying unaudited condensed consolidated financial statements as of
and for the three and six months ended June 30, 2005 and 2004 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations
of the Securities and Exchange Commission for Form 10-QSB. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In
the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation of the Companys financial
position, results of operations, and cash flows for the periods presented.



The results of operations for the interim periods ended June 30, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year. These interim consolidated financial statements should be
read in conjunction with the December 31, 2004 consolidated financial statements and related notes included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2004.



The Companys consolidated financial statements have been prepared
assuming the Company will continue as a going concern. Horizon has experienced net losses since February 16, 1999 (date of inception), which losses have caused an accumulated deficit of approximately $37,100,000 as of June 30, 2005. This factor,
among others, raises substantial doubt about the Companys ability to continue as a going concern.



(3) BASIS OF PRESENTATION



Management has been able, thus far, to finance the losses, as well as the growth of the business, through a series of private placements. The Company is continuing to seek other sources of financing and attempting to increase revenues
through a diversification of revenue streams within its core business of golf equipment sales. This diversification includes exploring alternate ways of generating revenues through partnerships with other businesses. Conversely, the ongoing
development and maintenance of its website is expected to result in operating losses for the foreseeable future. There are no assurances that the Company will be successful in achieving its goals.



In view of these conditions, the Companys ability to continue as a
going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans provide an
opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that
may be necessary in the event the Company cannot continue as a going concern.



(4) BUSINESS ACQUISITIONS



On December 22,
2003, the Company acquired certain assets from Leather Craft Technology, Inc. (Leather Craft), including the name, for a single cash payment of $45,000. In addition to the single cash payment, the Company incurred a finders fee of
$22,500 relating to the acquisition. Leather Craft sells leather bound notebooks and related products. The Company acquired Leather Craft in order to diversify its revenue streams. In connection with the purchase of assets, the Company entered into
consulting agreements with the two principals of Leather Craft to provide the Company consulting services for a period of three years. As compensation for services, each consultant may annually elect to receive: (i) cash payments in arrears of
$37,500; or (ii) 12,500 shares of our common stock.



7



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Notes to Unaudited Consolidated Financial Statements



(4) BUSINESS ACQUISITIONS CONTINUED



The acquisition was accounted for under the purchase method of accounting;
accordingly, the purchase price has been allocated to reflect the fair value of assets and liabilities acquired at the date of acquisition. The results of operations of the acquired business have been included in the accompanying consolidated
financial statements since the date of acquisition. The Company recorded Goodwill of $67,500 as the purchase price exceeds the fair values of the assets acquired by that amount. The Company expects all of the goodwill to be deducted for tax
purposes.



On June 30, 2004 the Company acquired the Game Fore
Golf business including the name, for common stock. The Company issued 10,000 share of its common stock for this acquisition. Game Fore Golf is accounted for as a part of Leather Craft. Game For Golf distributes specialty golf bags and head covers
adorned with wildlife artist works that Game Fore Golf is licensed, by the artist, to distribute.



The acquisition was accounted for under the purchase method of accounting; accordingly, the purchase price has been allocated to reflect the fair value of
assets and liabilities acquired at the date of acquisition The results of operations of the acquired business have been included in the accompanying consolidated financial statements since the date of acquisition. The Company recorded Goodwill of
$40,900 as the purchase price exceeds the fair values of the assets acquired by that amount. The Company expects all of the goodwill to be deducted for tax purposes.



In November, 2004 the Company decided to discontinue the operations of Leather Craft including Game Fore Golf, due to
significantly fewer orders than expected for leather goods from Leather Crafts largest customer (the Companys leather goods product segment). As a result of this the Company recorded losses from discontinued operations of $0 and $45,216
and $4,249 and $65,586 for the three and six months ended June 30, 2005 and 2004, respectively.



(5) STOCKHOLDERS EQUITY



Common Stock.The Board of Directors has authorized 100,000,000 shares of common stock with a par value of $.001. Each share of common stock entitles its holder to one vote on all matters submitted to vote of the stockholders.
The holders of common stock do not have cumulative voting rights or preemptive rights.



Investment Banking Agreement. In September of 2003, the Company issued 1,800,000 shares of its common stock in connection with an investment banking commitment as required by the merger agreement made by
the Company after taking the necessary Board of Directors action to retain PanAmerica Capital Group, Inc. to assist the Company in all financial activities of the corporation including, but not limited, to capital raising, mergers and acquisitions,
and future financings. The term of the agreement is two years and the compensation is 1,800,000 shares of common stock. The expenses associated with this agreement is being recognized ratably over the two-year term.



Warrants. On July 23, 2003, the Company notified the holders
of the Companys convertible notes of the Companys intent to exercise the option to convert the notes into shares of common stock at a $1.00 per share and a warrant to purchase an equal number of shares at $1.50 per share. The warrants
have an exercise price of $1.50, are exercisable at issuance, and have a contractual life of three years expiring three years from the date of the convertible note. As of July 23, 2003 the Company issued 744,505 shares of common stock and warrants
for 744,505 shares of common stock in connection with the conversion.



8



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Notes to Unaudited Consolidated Financial Statements



(5) STOCKHOLDERS EQUITY CONTINUED



In 2000, the Company granted, to a Company related by stock ownership, a
warrant as payment for consulting services, containing the right to purchase up to 25,000 post-stock split shares with an exercise price of $8 per share and had a contractual life of five years and expired in June of 2005.



In 2002, in connection with the sale of 1,220,000 shares of Common Stock for
$0.25 per share, the Company issued fully vested warrants in two classes to purchase 1,220,000 shares of Common Stock in a Class A Warrant and 1,220,000 shares of Common Stock in a Class B Warrant.



These warrants were issued in connection with a certain Confidential Private
Offering Memorandum dated April 16, 2002. These Class A and Class B Warrants have an exercise price of $1.00 and $1.50 respectively, are exercisable at issuance and have a contractual life of five years with the last of the warrants expiring in May
of 2007.



On February 16, 2004, the Company sold, in a private
placement, a secured promissory note in the amount of $600,000 to a stockholder. As part of that transaction, the note holder acquired a warrant, issued by the Company, to purchase 50,000 shares of common stock at $0.92 per share and the warrant is
exercisable at issuance.



Commencing on or about August 14,
2004 the Company offered $1,500,000 in $0.30 units. Each unit consists of one share of common stock and a warrant to purchase three shares of common stock at a purchase price of $0.75 per share and expire in October 2007. As of June 30, 2005 the
Company has sold $371,185 in units to 12 accredited investors. Each of the investors had access to and was provided with relevant information concerning the company. The securities were exempt from registration pursuant to Rule 506 of Regulation D
and Section 4(2) of the Securities Act of 1933, as amended.



|     |  |                                          |  |                |   |  |                |  |                 |  |              |       
|---- |  | ---------------------------------------- |  | -------------- | - |  | -------------- |  | --------------- |  | ------------ | ------
|Year |  | Warrant Type                             |  | Warrant Shares |   |  | Exercise Price |  | Expiration Date |  | Net Proceeds
|2002 |  | Class A warrants                         |  | 1,220,000      |   |  | 1.00           |  | May-07          |  |              |       
|2003 |  | Class A warrants cancelled               |  | (160,000       | ) |  |                |  |                 |  |              |       
|2003 |  | Class A warrants exercised               |  | (63,000        | ) |  | 1.00           |  |                 |  | $            | 63,000
|     |  |                                          |  |                |   |  |                |  |                 |  |              |       
|     |  | Total Class A warrants outstanding       |  | 997,000        |   |  |                |  |                 |  |              |       
|     |  |                                          |  |                |  
|2002 |  | Class B warrants                         |  | 1,220,000      |   |  | 1.50           |  | May-07          |  |              |       
|2002 |  | Class B warrants cancelled               |  | (160,000       | ) |  |                |  |                 |  |              |       
|     |  |                                          |  |                |   |  |                |  |                 |  |              |       
|     |  | Total Class B warrants outstanding       |  | 1,060,000      |   |  |                |  |                 |  |              |       
|     |  | Total Notes payable warrants outstanding |  |               |   |  |                |  |                 |  |              |       
|     |  |                                          |  |                |  
|     |  | Convertible Notes payable warrants       |  | 744,505        |   |  | 1.50           |  | Jun-06          |  |              |       
|2004 |  | Notes payable warrants                   |  | 50,000         |   |  | 0.92           |  | None            |  |              |       
|     |  |                                          |  |                |  
|2004 |  | Private placement warrants               |  | 3,718,491      |   |  | 0.75           |  | Oct-07          |  |              |       
|     |  |                                          |  |                |  
|     |  | Total warrants outstanding               |  | 6,569,996      |   |  |                |  |                 |  |              |       
|     |  | Total proceeds from warrants exercised   |  |                |   |  |                |  |                 |  | $            | 63,600



9



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INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES



Notes to Unaudited Consolidated Financial Statements



(6) RESTRICTED STOCK BASED COMPENSATION



On June 10, 2003, the Board of Directors adopted the Horizon Holding
Corporation 2003 Restricted Stock Plan (the 2003 Plan) and recommended that it be submitted to our stockholders for their approval at the 2003 Annual Meeting. The terms of the 2003 Plan provide for grants of restricted stock
awards.



Under the 2003 Plan, the total number of shares of
restricted common stock that may be subject to the granting of Awards during the term of the 2003 Plan shall be equal to 1,500,000 shares. Shares with respect to which awards previously granted that are forfeited, cancelled or terminated are
returned to the plan and may be reissued. As of June 30, 2005, 1,354,000 shares have been issued under this Plan.



(7) COMMITMENTS AND CONTINGENCIES



Employment Agreement. On May 30, 2003 the Company entered into an employment agreement with its Chief Executive Officer. The agreement
commenced on May 29, 2003 and expires on December 31, 2005 but shall be automatically extended for two additional years unless written notice is given by either party 90 days prior to expiration.



The agreement includes the payment of a base salary of $90,000, an incentive
compensation bonus equal to 100% of the base salary, based on revenue growth targets, and a restricted stock grant of 1,000,000 shares of common stock. The executive must be employed by the Company for a minimum of two years from the date of the
agreement in order to take delivery of the shares. The cost of these shares is being amortized ratably over the twenty-month employment agreement.



(8) EXTINGUISHMENT OF DEBT



The Company had $3,374 of certain accounts payable, accrued liabilities and other liabilities as of June 30, 2005 that the Company determined were no
longer obligations. Therefore, the Company recognized a gain on the extinguishment of debt in the amount of $700 and $0 and $3,374 and $207,964 for the three and six months ended June 30, 2005 and 2004 respectively.



(9) RESTATEMENT



The Company erroneously did not record interest expense in the amount of $600,000 from the beneficial conversion feature of
a convertible promissory note entered into on February 16, 2004. This created a restatement of interest expense from $96,581, as originally filed, to $696,581 on the amended consolidated statement of operations for the six months ended
June 30, 2004.



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Item 2. Managements Discussion and Analysis or Plan of Operation.



This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without
limitation, statements regarding the Companys expectations, beliefs, intentions or future strategies that are signified by the words expects, anticipates, intends, believes, or similar language.
These forward-looking statements, including those with respect to our operating results for 2005, are based upon current expectations and beliefs of the Companys management and are subject to risks and uncertainties that could cause results to
differ materially from those indicated in the forward-looking statements. Some, but not all, of the factors, which could cause actual results to differ materially include those set forth in the risks discussed below under the subheading Risk
Factors and elsewhere in this report. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, or to explain why actual results differ. Readers should carefully review
the risk factors described in this section below and in any reports filed with the Securities and Exchange Commission (SEC).



Overview



We are an online community for golfers that provides an e-commerce marketplace for the sale of golf-related equipment and apparel, golf-related news and
information and e-commerce solutions for other golf-related businesses. We were incorporated under the name DP Charters in Nevada on December 18, 1997. On April 18, 2002, we changed our name to Nomadic Collaboration International,
Inc. As a result of the merger the name of the Company changed to LiquidGolf Holding Corporation. On September 29, 2003 the Company completed a re-incorporation merger into a Delaware Corporation thus changing the state of incorporation from
Nevada to Delaware. On August 12, 2004 a majority of the stockholders approved changing the name of the Company from LiquidGolf Holding Corporation to Horizon Holding Corporation to reflect its new business direction of diversifying its revenue
streams. In November of 2004 the board of directors decided to discontinue the operations of Leather Craft due to a lack of sales sufficient to support the continued operation of Leather Craft. In addition the Company closed it retail golf operation
and is going to focus on golf web site operations, by seeking to partner with an experienced golf e-tailer.



Plan of Operation



We
plan to grow our business through the acquisition of or merger with one or more companies seeking to gain access to the public securities market. There can be no assurance that we will be able to successfully complete any acquisitions or mergers. If
we are able to complete any acquisitions or mergers there can be no assurance that we will be able to obtain terms favorable to the Company.



We have not generated sufficient operating revenue or had access to sufficient capital to implement our business plan to grow and expand our website.
Since our revenues from operations alone are not likely to provide sufficient capital to allow us to implement our acquisition and merger plans, we must secure a source of additional capital.



Cash Requirements



We currently have very limited operating funds, and we will require additional cash to maintain our operations for the next
twelve months. Based on the cash we currently have, we will likely need additional financing to continue operations beyond September of 2005. Thus, our success is greatly dependent upon our ability to raise additional capital. In the event that we
obtain only modest amounts of additional capital to fund our operations, we will be forced to seek such additional capital or discontinue operations.



Results of Operations



We are in the early stages of operations as a public company with the pending outsource of certain online operations. As a result, the relationships
between revenue, cost of revenue, and operating expenses reflected in the financial information included in this quarterly report do not represent future expected financial relationships. We expect that total cash expenses will decrease with the
implementation of our operating plan, but at a much slower rate of decline than the corresponding revenue decrease.



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Comparison of Three Months Ended June 30, 2005 and June 30, 2004.



Net Sales. Net sales decreased by $226,938 or 100% to $0 in 2005 from $226,938 in
2004. This sales decrease is due to the discontinuation of our leather goods segment and the closing of our brick and mortar store.



Gross Profit. Gross profit decreased $40,520 or 100% to $0 in 2005 from $40,520 in 2004. This decrease is due to the discontinuation of our leather goods segment
and the closing of our brick and mortar store.



Selling, General and
Administrative. Selling, General and Administrative Expenses decreased approximately $241,500 or 39% to $376,057 in 2005 from $618,029 in 2004. This decrease is due to a decrease in overall expenses because of the discontinuation of our leather
goods segment and the closing of our brick and mortar store.



Interest
Expense. Interest expense decreased by $60,749 or 100% to $0 in 2005. This decrease reflected the conversion of certain notes payable to common stock during 2004.



Comparison of Six Months Ended June 30, 2005 and June 30, 2004.



Net Sales. Net sales decreased by approximately $402,700 or 93% to $32,016 in 2005 from $434,702 in 2004. This sales decrease is due
to the discontinuation of our leather goods segment and the closing of our brick and mortar store.



Gross Profit. Gross profit decreased approximately $63,600 or 93% to $5,012 in 2005 from $68,629 in 2004. This decrease is due to the discontinuation of our leather goods segment and the closing of our brick
and mortar store.



Selling, General and Administrative. Selling, General
and Administrative Expenses decreased approximately $346,200 or 28% to $878,416 in 2005 from $1,224,622 in 2004. This decrease is due to a decrease in overall expenses because of the discontinuation of our leather goods segment and the closing of
our brick and mortar store.



Interest Expense, Interest expense
decreased by $696,581 or 100% to $0 in 2005. This decrease is related primarily to the beneficial conversion feature of a $600,000 convertible note entered into in 2004.



Liquidity and Capital Resources



We had cash balances totaling approximately $63,000 as of June 30, 2005. Historically, our principal source of funds has been cash generated from
financing activities. Our operations are seasonal and our source of liquidity may vary during the year.



We currently intend to satisfy our long-term liquidity requirements from cash flow from operations and to the extent such funds are insufficient, we must
raise additional funds to sustain operations. However, our long-term liquidity requirements will depend on many factors, including but not limited to various risks associated with our business that affect our sales levels and pricing, our ability to
recover all of our up-front costs related to future acquisitions, capital expenditures and operating expense requirements, and there can be no assurance that we will not need to raise additional funds to satisfy them.



Cash flow from operations. We have been unable to generate
either significant liquidity or cash flow to fund our current operations. We frequently change our pricing structure to take into account our customers fluctuating cash flows, service and product needs. We anticipate that cash flows from
operations will be insufficient to fund our business operations for the next twelve-month period.



Variables and Trends



We anticipate experiencing greater sales in the fourth quarter of the calendar year, as opposed to the first, second and third quarters of the calendar year. The seasonality of our sales will be directly related to the golf season in the
third quarter and the holiday season in the fourth quarter. The third and fourth quarters of the calendar year are usually our strongest revenue producing quarters as more customers are



12



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playing golf at the height of the golf season and purchasing Golf Retail for gifts for the holiday season
in the fourth quarter. The first quarter of the calendar year is usually the slowest due to the winter weather and not as many customers are playing golf or purchasing Golf Retail. The second quarter of the calendar year is slow and the season is
just beginning. Comparisons of our sales and operating results between different quarters within a single year are, therefore, not necessarily accurate indicators of our future performance.



Although we have a limited operating history in connection with the operation
of our web site we have no operating history with respect to our plans for the expansion of our business. To date, we have been unsuccessful in our efforts to obtain sufficient financing to implement our business plan; however, in the event we are
able to move forward with our plans for growth, we expect our expenses to increase significantly as we grow our business and enter into new markets through acquisitions. Accordingly, the comparison of the financial data for the periods presented may
not be a meaningful indicator of our future performance and must be considered in light of our limited operating history.



Critical Accounting Policies



We make use of estimates and assumptions that impact the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories and goodwill. These estimates and assumptions are based on historical results and
trends as well as our forecasts as to how these might change in the future.



We believe the following critical accounting policies, among others, impact the significant judgments and estimates we use in the preparation of our financial statements:



Revenue Recognition



We recognize revenue in accordance with the provisions of the SECs Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. Specifically, sales and the related cost of goods sold are generally recognized at the latter of the time of shipment or when title passes to customers. We earn revenue from the sale of golf equipment and
related accessories through our online retail store. Online merchandise revenue is recognized upon the shipment of the merchandise, which occurs only after credit card authorization is obtained. Customers are allowed to return items for credit
within 14 days of purchase. We provide for estimated returns at the time of shipment based on historical data. For the three and six months ended June 30, 2005 and 2004, no allowance for returns was recorded because the estimated amounts were
immaterial.



Stock-Based Compensation



We account for our employee stock-based compensation plans in accordance
with APB Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees and Financial Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensationan
Interpretation of APB Opinion No. 25.



Off Balance Sheet Arrangements



We have no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



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RISKS FACTORS



A more comprehensive list of risk factors are set forth in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2004 and our other filings with
the Securities and Exchange Commission. In addition to those risk factors, you should consider the following:



WE HAVE LIMITED OPERATING FUNDS, AND OUR ABILITY TO CONTINUE AS A GOING CONCERN IS DEPENDENT UPON OUR ABILITY TO OBTAIN ADDITIONAL CAPITAL TO OPERATE THE BUSINESS.



We have incurred net losses and negative cash flows from operations in all
of the quarters since our inception. Our lack of sufficient financing to implement our business plan, and our expectation of continued operating losses for the foreseeable future raises substantial doubt about our ability to continue as a going
concern. Our independent certified public accountants have issued their report, which includes an explanatory paragraph for going concern uncertainty, on our financial statements as of December 31, 2004. Our ability to continue as a going concern is
heavily dependant upon our ability to obtain additional capital to sustain operations. Currently, we have no commitments to obtain additional capital, and there can be no assurance additional capital will be available on acceptable terms, if at all.



WE WILL NEED ADDITIONAL FINANCING, THE AVAILABILITY OF WHICH IS UNCERTAIN,
TO FUND OUR BUSINESS AND TO IMPLEMENT OUR BUSINESS PLAN.



We will require additional financing in order to carry out our business plan. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. There can be no assurance that we
will obtain such additional capital on a timely basis, on favorable terms, or at all. If we are unable to generate the required amount of additional capital, our ability to meet our financial obligations and to implement our business plan may be
adversely effected.



WE DEPEND ON THIRD PARTY SHIPPERS AND COMMUNICATIONS
PROVIDERS TO OPERATE OUR BUSINESS.



We depend on a number
of third parties to deliver goods and services to the Company and to our customers. For example, we rely on the United States Postal Service, United Parcel Service, Federal Express and other carriers to ship merchandise to customers. Strikes or
other service interruptions affecting one or more of such shippers could impair our ability to deliver merchandise on a timely basis, which may have an adverse effect on customer satisfaction and retention. We also depend on communications providers
to provide our Internet users with access to our online store. Our online store could experience disruptions or interruptions in service due to failures by these providers. In addition, our users depend on Internet service providers and website
operators for access to our online store. Each of these groups has experienced significant outages in the past and could experience outages, delays and other difficulties due to system failures unrelated to our systems. These types of occurrences
could cause users to perceive our online store as not functioning properly and therefore cause them to stop using our services. These factors may have an adverse effect on customer satisfaction and retention.



THE COMPANY MAY BE SUBJECT TO SALES AND OTHER TAXES.



We do not currently collect sales or other similar taxes for physical
shipments of goods into states other than Florida. One or more local, state or foreign jurisdictions may seek to impose sales tax collection obligations on our business. In addition, any new operation in states outside Florida could subject our
shipments in such states to state sales taxes under current or future laws. If one or more states or any foreign country successfully asserts that we should collect sales or other taxes on the sale of our products the resulting tax liability could
impair our business. Any such liability could also include liability for back taxes and penalties, which could cause significant harm to our financial condition and may require us to restate earnings for prior periods.



OUR BRAND MAY NOT ATTAIN SUFFICIENT RECOGNITION.



We believe that establishing, maintaining and enhancing our brand is a
critical aspect of our efforts to develop and expand our operations. The number of Internet sites and retail stores that offer competing services, many of which already have well-established brands in online services or the retail golf equipment
industry generally, increases the importance of establishing and maintaining brand name recognition. Promotion of our website and development of our brick and mortar operations will depend largely on our success in providing a high-quality online
experience supported by a high level of customer service, which cannot be assured. To attract and retain online users, and to promote and maintain our operations in



14



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response to competitive pressures, we may find it necessary to increase substantially our financial commitment to
creating and maintaining a strong brand loyalty among customers. This will require significant expenditures on advertising and marketing. If we are unable to provide high-quality online services or customer support, or otherwise fails to promote and
maintain our website, or if we incur excessive expenses in an attempt to promote and maintain our website, our business prospects, operating results and financial condition would be materially and adversely affected.



WE MAY HAVE DIFFICULTY OBTAINING MERCHANDISE.



We want to offer a competitive source of golf apparel and merchandise. There
can be no assurance that we will be able to obtain the quantity, selection or brand quality of items that we believe is necessary. We have no long-term contracts or arrangements with any of our suppliers that guarantee the availability of
merchandise or the continuation of particular pricing practices. Our contracts with our suppliers typically do not restrict such suppliers from selling products to other buyers. There can be no assurance that our current suppliers will continue to
sell products to us on current terms or that we will be able to establish new or otherwise extend current supply relationships to ensure acquisitions of product in a timely and efficient manner and on acceptable commercial terms. Our ability to
obtain favorable contracts with reputable suppliers, obtain high quality merchandise from those suppliers and the ability of the suppliers to produce, stock and deliver high quality products to our customers is critical to our success. If we are
unable to satisfy any of these elements or we are unable to develop and maintain relationships with suppliers that would allow us to obtain a sufficient variety and quantity of quality merchandise on acceptable commercial terms, our business,
operating results and financial condition would be materially and adversely affected.



OUR MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY ANTICIPATED BENEFITS OF THESE ACQUISITIONS.



Our future results will depend in part on our success in implementing our
acquisition strategy. This strategy is limited to effecting acquisitions of desirable new product lines, strategic locations and attractive customer bases and supplier relationships. Our ability to implement this strategy will be dependent on our
ability to identify, consummate and successfully assimilate acquisitions on economically favorable terms. In addition, acquisitions involve a number of special risks that could adversely effect our operating results, including the diversion of
managements attention, failure to retain key acquired personnel, risks associated with unanticipated events or liabilities, legal, accounting and other expenses associated with any acquisition, some or all of which could increase our operating
costs, reduce our revenues and cause a material adverse effect on our business, financial condition and results of operations.



RISKS RELATED TO OUR INDUSTRY



WE OPERATE IN A HIGHLY COMPETITIVE MARKET AND COMPETE WITH COMPANIES THAT HAVE SIGNIFICANTLY LARGER OPERATIONS AND GREATER FINANCIAL RESOURCES; WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AGAINST SUCH COMPANIES, WHICH COULD RESULT IN ADDITIONAL LOSSES.



We are subject to extensive competition from numerous competitors. We cannot assure you that we will be able to compete successfully or that competitive pressures will not damage our business.



Our competition includes:



| |  |  | websites maintained by other online retailers of Golf Retail, including, but not limited to, sporting goods retailers, discount retailers and golf shops;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | traditional department stores and stand-alone golf retailers;
| | - |  | -------------------------------------------------------------



| |  |  | nationally known discount golf retailers;
| | - |  | -----------------------------------------



| |  |  | other retailers of Golf Retail who seek to purchase high demand or limited supply products;
| | - |  | -------------------------------------------------------------------------------------------



15



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| |  |  | catalog retailers of golf equipment, apparel and other golf-related merchandise; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Internet portals and on-line service providers that feature shopping services, such as America Online, Yahoo!, Excite and Lycos.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



Many of our competitors are larger and have substantially greater financial,
distribution and marketing resources. In addition, many of our competitors may be able to secure products from vendors on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or



inventory availability policies than we can. Traditional store-based retailers also enable
customers to see, feel and test products in a manner that is not possible over the Internet. Some online competitors may be able to use the Internet as a marketing medium to reach significant numbers of potential customers more effectively than we
can. If we cannot compete successfully against such competitors, it will impair our ability to maintain our market position.



GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD BURDEN OUR BUSINESS.



The adoption or modification of laws or regulations applicable to the Internet could harm our business. The United States Congress passed laws
regarding childrens online privacy, copyrights and taxation. The law governing the Internet, however, remains largely unsettled. New laws may impose burdens on companies conducting business over the Internet. Although our online transmissions
generally originate in Orlando, Florida, the governmental agencies of other states or foreign countries might attempt to regulate our transmissions or levy sales or other taxes relating to our activities. It may take years to determine whether and
how existing laws governing intellectual property, privacy, libel and taxation apply to the Internet and online advertising. In addition, the growth and development of online commerce may prompt calls for more stringent consumer protection laws, in
both the United States and abroad. We also may be subject to regulation not specifically related to the Internet, including laws affecting direct marketers.



New laws and regulations and interpretations of existing laws and regulations could subject us and/or our customers to potential liability, which could
have an adverse effect on our business, operating results and financial condition. The adoption of any future laws or regulations might decrease the growth of the Internet, decrease demand for our products and services, impose taxes or other costly
technical requirements or otherwise increase the cost of doing business or in some other manner have a significant adverse effect on us or our customers, which, in turn, could have a significant adverse effect on our business and operating results.
In addition, applying existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy to the Internet is uncertain. The vast majorities of these laws were
adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. Changes to these laws intended to address these issues, including some
recently proposed changes, could create uncertainty in the marketplace which could reduce demand for our services or increase the cost of doing business as a result of costs of litigation or increased service delivery costs, or could in some other
manner have a significant adverse effect on our business and operating results. As our services are available over the Internet in multiple states and foreign countries, and as we facilitate sales by our customers to end users located in these
states and foreign countries, these jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each of these states or foreign countries. Any new legislation or regulation, or the application of laws or
regulations from jurisdictions whose laws may not currently apply to our business, could have a significant adverse effect on our business and operating results.



16



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RISKS RELATED TO OUR SECURITIES



OUR STOCK IS DEEMED PENNY STOCK WHICH MAY REDUCE TRADING ACTIVITY IN THE SECONDARY MARKETS.



The Securities and Exchange Commission has rules that regulate
broker-dealers practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted
on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require broker-dealers, prior to a transaction in penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each
penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to
the customer in writing before or with the customers confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of the foregoing, investors
may find it difficult to sell their shares.



ITEM 3 - CONTROLS AND PROCEDURES



We have
evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of June 30, 2005. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our quarterly reports filed under the Securities Exchange Act
within the time periods specified by the Securities and Exchange Commissions rules and forms.



During the quarterly period covered by this report, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. There were no significant changes in the Companys internal controls or in other factors that could significantly affect its internal controls subsequent to the Evaluation Date.



PART II  OTHER INFORMATION



Item 1. Legal Proceedings.



From time to time we
are engaged in various legal and regulatory proceedings arising in the normal course of business. While it is not possible to determine with certainty the outcome of these matters, we are of the opinion that the eventual resolution of such
proceedings will not have a material adverse impact on our financial position or operating results. The Company is not a party to any pending legal proceedings nor is any of its property subject to pending legal proceedings.



Item 2. Changes in Securities and Use of Proceeds.



| | (a) | Not applicable
| | --- | --------------



| | (b) | Not Applicable
| | --- | --------------



| | (c) | On February 16, 2004, the Company sold, in a private placement, a secured promissory note in the amount of $600,000 to a stockholder. Interest accrued on the outstanding principal
balance from and after February 16, 2004 at a rate of 18 percent per annum. The lender had the sole option of converting the principal represented by this note into common stock at a strike price equal to a 40 percent discount to the average closing
bid price of the stock for the twenty days immediately prior to the conversion. The lender had the option to convert all or any part of the principal represented by this note. As part of the same transaction, the note holder purchased a warrant,
issued by the Company, to purchase 50,000 shares of common stock at $0.92 per share. We sold the promissory note in reliance upon an exemption from registration set forth in Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated there under. The issuance of these securities was undertaken without general solicitation or advertising. The purchaser represented to us that, among other things, it was acquiring the promissory note for investment purposes only and not
with a view towards public distribution and that it was an accredited investor within the meaning of Rule 501 of Regulation D.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



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On June 14, 2004, the Company entered into a promissory note conversion agreement (the
Agreement) with this stockholder. The agreement called for the holder of the note to exercise the option to convert the principal sum of $600,000 into shares of the Companys common stock at the lesser of $1.25 per share or a 40% discount
to the average closing bid price for the thirty days after the signing of the agreement. In addition, per the agreement, the Company paid the accrued interest on the note in cash. On August 4, 2004 the Company issued 714,285 shares of common stock
to satisfy the promissory note conversion agreement.



Beginning in August 2004 and ending on or about September 30, 2004, the Company sold 1,222,831 units for total net proceeds of $308,100. Each unit consisted of one share of common stock and one warrant. Each warrant allowed the holder to
purchase an additional three shares of common stock at an exercise price of $0.75 per share. The warrants are exercisable at issuance and have a contractual life of three years expiring from the date the unit was purchased. The proceeds from the
sale of units will be used for working capital.



Item 3. Defaults Upon Senior Securities.



Not
Applicable.



Item 4. Submission of Matters to a Vote of Security Holders.



Not Applicable.



Item 5. Other Information.



Not Applicable.



Item 6. Exhibits and Reports on Form 8-K.



Not
Applicable



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SIGNATURES



In accordance with the
requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: February 8, 2007



INVERTED PARADIGMS CORPORATIONBy:

/s/ Stewart YorkName:

Stewart YorkTitle:

Chief Executive Officer, President, Secretary and Director




Pursuant to the
requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.



|       |  |                         |  |                         |  | 
|------ |  | ----------------------- |  | ----------------------- |  | 
|By:    |  | /s/ Steven Weldon       |  | February 8, 2007 (Date) |  | 
|Name:  |  | Steven Weldon           |  |                        
|Title: |  | Chief Financial Officer |  |                         |  | 
|       |  |                         | 
|By:    |  | /s/ Dwight Day          |  | February 8, 2007 (Date) |  | 
|Name:  |  | Dwight Day              |  |                        
|Title: |  | Director                |  |                         |  | 
|       |  |                         | 
|By:    |  | /s/ William Parsons     |  | February 8, 2007 (Date) |  | 
|Name:  |  | William Parsons         |  |                        
|Title: |  | Director                |  |                         |  | 



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EXHIBIT INDEX



|               |  |                                                                                                                                                           
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                               
|31.1           |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended*
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended*
|               | 
|32.1           |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*       
|               | 
|32.2           |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*       

---

|* | Filed herewith.
|- | ---------------





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