UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934

                                   For the quarterly period ended March 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                          Commission File No. 000-33327

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
                 (Name of Small Business Issuer in its Charter)


               DELAWARE                                   13-4151225
     -------------------------------             ----------------------------
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation of organization)               Identification Number)

                    9737 Wadsworth Pkwy Westminster, CO 80021
               --------------------------------------------------
                     (Address of principal executive office)

                                 (303) 404-9700
                                ----------------
                           (Issuer's telephone number)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to the filing  requirements  for the past 90
days.   Yes [X]         No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).   Yes [ ]         No [ X ]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of April 30, 2007, there were 9,647,216 shares of the registrant's sole class
of common stock outstanding.

Transitional small business format (check one)   Yes [  ]      No [X]


                                       1
<PAGE>



                         NEXHORIZON COMMUNICATIONS, INC.
                                   FORM 10-QSB
                                TABLE OF CONTENTS


PART I      FINANCIAL INFORMATION

Item 1      Financial Statements                                              3

Item 2      Management's Discussion and Analysis or Plan of Operation        13

Item 3      Controls and Procedures                                          14


PART II     OTHER INFORMATION

Item 1      Legal Proceedings                                                16

Item 2      Unregistered Sales of Equity Securities and Use of Proceeds      16

Item 3      Defaults upon Senior Securities                                  16

Item 4      Submission of Matters to a Vote of Security Holders              16

Item 5      Other Information                                                16

Item 6      Exhibits                                                         16


SIGNATURES                                                                   17


                                       2
<PAGE>

<TABLE>
<CAPTION>

                                                                         NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
                                                                                     (formerly Y-Tel International, Inc.)

                                                                                     CONDENSED CONSOLIDATED BALANCE SHEET


-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>
                                                                                                         March 31, 2007
ASSETS

Current assets:
        Cash                                                                                                        $ 88
        Due from affiliate                                                                                       217,634
        Prepaid expenses                                                                                          53,163
        Current portion of prepaid services                                                                       30,000
                                                                                                     --------------------
             Total current assets                                                                                300,885

Property and equipment, net                                                                                      158,102

Other assets                                                                                                       2,925
Prepaid services, net of current portion                                                                          21,250
                                                                                                     --------------------
                                                                                                               $ 483,162
                                                                                                     ====================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
        Accounts payable                                                                                       $ 761,004
        Accrued expenses                                                                                         146,017
        Current portion of notes payable, net of discount                                                         54,168
                                                                                                     --------------------
             Total current liabilities                                                                           961,189

Notes payable, net of current portion                                                                             57,346
                                                                                                     --------------------

                                                                                                             $ 1,018,535
                                                                                                     --------------------
Commitments and contingencies

Stockholders' deficit:
        Preferred Series A stock, $0.0001 par value, 2,550,000 shares authorized;
           no shares issued and outstanding                                                                            -
        Preferred Series B stock, $0.0001 par value, 1,800,000 shares authorized;
           400,000 shares issued and none outstanding                                                                  -
        Preferred Series C stock, $0.0001 par value, 650,000 shares authorized;
           no shares issued and outstanding                                                                            -
        Common stock, $0.0001 par value, 50,000,000 shares authorized;
           9,347,215 shares issued and outstanding                                                                   935
        Additional paid in capital                                                                            11,843,433
        Accumulated deficit                                                                                  (12,379,741)
                                                                                                     --------------------

        Total stockholders' deficit                                                                             (535,373)
                                                                                                     --------------------

                                                                                                               $ 483,162
                                                                                                     ====================
-------------------------------------------------------------------------------------------------------------------------

                                                    See accompanying notes to condensed consolidated financial statements
</TABLE>

                                       3

<PAGE>

<TABLE>
<CAPTION>

                                                               NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
                                                                           (formerly Y-Tel International, Inc.)

                                                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



---------------------------------------------------------------------------------------------------------------

                                                                          Three Months Ended March 31,
                                                                  ---------------------------------------------
                                                                          2007                    2006
                                                                  ---------------------    --------------------
<S>                                                               <C>                      <C>
Net sales                                                                          $ -                $ 88,965

Cost of sales                                                                        -                  83,675
                                                                  ---------------------    --------------------

Gross profit                                                                         -                   5,290
                                                                  ---------------------    --------------------

Operating expenses:
Satellite, bandwidth and other telecommunications expenses                           -                  24,851
Contract labor                                                                       -                   5,289
Salaries and related expenses                                                  179,968                  45,092
Other general and administrative expenses                                      120,647                 169,884
                                                                  ---------------------    --------------------

     Total operating expenses                                                  300,615                 245,116
                                                                  ---------------------    --------------------

Interest expense                                                                22,053                       -
Other expense                                                                   46,883                       -
                                                                  ---------------------    --------------------

Net loss                                                                    $ (369,551)             $ (239,826)
                                                                  =====================    ====================



Basic and diluted loss per common share                                        $ (0.04)                $ (0.12)
                                                                  =====================    ====================


Weighted average number of common
shares outstanding - basic and diluted                                       6,947,900               2,012,368
                                                                  =====================    ====================


---------------------------------------------------------------------------------------------------------------
                                          See accompanying notes to condensed consolidated financial statements

                                       4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                             NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
                                                                                         (formerly Y-Tel International, Inc.)

                                                                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                 <C>

                                                                                           Three Months Ended March 31,
                                                                                      ---------------------------------------
                                                                                            2007                 2006
                                                                                      ------------------  -------------------
Cash flows from operating activities:
      Net loss                                                                               $ (369,551)          $ (239,826)
      Adjustments to reconcile net loss to net cash used in
        operating activities:
         Depreciation                                                                             9,075                7,497
         Estimated fair value of common stock issued to employees                               215,633                    -
         Estimated fair value of common stock issued for services                                 4,500                  600
         Amortization of prepaid services and intangible assets                                   7,500               17,186
         Estimated fair value of warrants granted                                                14,661               14,625
         Estimated fair value of beneficial conversion feature in connection
            with convertible note payables                                                       10,507                    -
         Changes in operating assets and liabilities:
            Accounts receivable                                                                       -              (12,458)
            Prepaid expenses and other assets                                                    (2,490)                   -
            Accounts payable and accrued expenses                                                82,780              165,368
                                                                                      ------------------  -------------------
      Net cash used in operating activities                                                     (27,385)             (47,008)
                                                                                      ------------------  -------------------
Cash flows from investing activities:
      Purchase of property and equipment                                                         (2,210)                   -
      Collection of note receivable                                                                   -               24,000
      Advances to affiliate                                                                     (24,418)                   -
                                                                                      ------------------  -------------------
      Net cash (used in) provided by investing activities                                       (26,628)              24,000
                                                                                      ------------------  -------------------
Cash flows from financing activities:
      Issuance of common stock for cash                                                               -               20,655
      Proceeds from the exercise of warrants                                                      4,000                    -
      Proceeds from issuance of notes payable                                                    50,000                    -
                                                                                      ------------------  -------------------
      Net cash provided by financing activities                                                  54,000               20,655
                                                                                      ------------------  -------------------
Decrease in cash                                                                                    (13)              (2,353)

Cash at beginning of period                                                                         101                6,471
                                                                                      ------------------  -------------------
Cash at end of period                                                                              $ 88              $ 4,118
                                                                                      ==================  ===================
Supplemental  disclosure of cash flow  information -
    Cash paid during the period for:
         Interest                                                                                   $ -                  $ -
                                                                                      ==================  ===================
         Income taxes                                                                               $ -                  $ -
                                                                                      ==================  ===================
Supplemental schedule of noncash investing and financing activities:
      Issuance of common stock upon conversion of accounts payable                             $ 15,204                  $ -
                                                                                      ==================  ===================
      Issuance of common stock for prepaid services                                            $ 16,850                  $ -
                                                                                      ==================  ===================
      Estimated fair value of debt discount in connection with the issuance of
         notes payable                                                                         $ 25,117                  $ -
                                                                                      ==================  ===================
      Issuance of notes payable for fixed assets                                               $ 57,346                  $ -
                                                                                      ==================  ===================
      Issuance of common stock as deferred acquisition cost                                    $ 40,000                  $ -
                                                                                      ==================  ===================
      Conversion of Series A and C preferred stock to common                                       $ 71                  $ -
                                                                                      ==================  ===================
      Issuance of common stock for note receivable from affiliate                             $ 146,200                  $ -
                                                                                      ==================  ===================
-----------------------------------------------------------------------------------------------------------------------------
                                                        See accompanying notes to condensed consolidated financial statements
</TABLE>

                                       5

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------------------

Company Description and Nature of Operations
--------------------------------------------

Management's Representation

The accompanying  unaudited condensed  consolidated financial statements include
the  accounts  of  NexHorizon  Communications,  Inc.  (formerly  known  as Y-Tel
International, LLC), a Delaware corporation (the "Company") and its wholly-owned
subsidiaries.  All significant  intercompany accounts and transactions have been
eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been
prepared by the  Company in  accordance  with  accounting  principles  generally
accepted  in the United  States of America for  interim  financial  information.
These  principles are consistent in all material  respects with those applied in
the Company's financial  statements  contained in the Company's annual report on
Form  10-KSB  for  the  year  ended  December  31,  2006,  and  pursuant  to the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B promulgated by the
United States  Securities and Exchange  Commission  ("SEC").  Interim  financial
statements  do not  include all of 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
(all of which are of a normal  recurring  nature,  including the  elimination of
intercompany  accounts)  necessary  to present  fairly the  financial  position,
results of operations  and cash flows of the Company for the periods  indicated.
Interim results of operations are not  necessarily  indicative of the results to
be expected  for the full year or any other  interim  periods.  These  unaudited
condensed  consolidated  financial statements should be read in conjunction with
the financial statements and footnotes thereto contained in the Company's annual
report on Form 10-KSB for the year ended December 31, 2006.

Nature of Business

Consolidated  Pictures Corp, ("CPC") was incorporated in Delaware on January 16,
2001.  On October  13,  2004,  CPC  acquired  all of the issued and  outstanding
capital  stock  of Y-Tel  International,  Inc.  ("Y-Tel")  in a  reverse  merger
transaction.  On December 26, 2004, CPC changed its name to Y-Tel International,
LLC. On January 29, 2007,  Y-Tel changed its name to NexHorizon  Communications,
Inc. ("NexHorizon" or the "Company" hereafter).

Y-Tel was a telecommunications  carrier featuring wholesale and retail products,
and Wi-Fi  networks,  services and devices.  During the year ended  December 31,
2006, the Company primarily generated revenue through international  termination
of inbound/outbound wholesale voice and data minutes.

On October 17,  2006,  the Company  entered  into an agreement of Plan of Merger
(the "Merger") with Sunrise Television  Network,  Inc. ("STN").  Pursuant to the
Merger,  all of the  outstanding  shares of STN's common stock will be exchanged
into 400,000  shares of the  Company's  Series B preferred  stock.  The Series B
shares  are being held in escrow to be issued to the  shareholders  of record of
STN on a date  approximately  10 days after the  completion of the STN audit and
will be disbursed to such  shareholders  effective upon the  satisfaction of all
closing conditions.  The Series B shares of preferred stock are convertible into
2,666,667 shares of common stock.

After executing the Merger, the officers of the Company resigned, and the former
management of STN accepted the new positions.

                                       6
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)


NOTE 1 - BASIS OF PRESENTATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(Continued)
-----------

Subsequent  to  entering  into the Merger and prior to the closing of the Merger
(which is  expected  in the  second  quarter  of 2007),  the  Company  issued an
aggregate  of 566,667  shares of Series A preferred  stock to former  members of
management of STN as compensation  for resigning from their positions at STN and
accepting  management  and board  positions with the Company.  As a result,  the
Company anticipates  recording the Merger as a "reverse merger" whereby STN will
be considered  to be the  accounting  acquirer as it will retain  control of the
Company after the Merger.

The  closing of the Merger is subject to the  delivery of audits for STN and its
subsidiary.  The related  audits were not  completed  at March 31,  2007,  which
precluded the related acquisition from closing. The Company expects the audit to
be completed and to close the transaction in the second quarter of 2007.

In January 2007, the Company changed its name to NexHorizon Communications, Inc.
and  affected a one for eight and  one-half  reverse  stock  split of its common
stock  and a one for four and  one-half  reverse  stock  split of its  preferred
stock. The financial  statements  presented herein have been restated to reflect
the reverse  stock split as if it had  occurred at the  beginning of each period
presented.

In  connection  with the pending  Merger,  the Company has changed its  business
objective from being a telecommunication  carrier to a cable television services
provider.  In addition,  the Company seeks to identify a series of strategically
targeted rural cable systems and networks for acquisition.  The Company hopes to
expand its basic cable TV services to include Digital,  Video on Demand ("VoD"),
Pay per View,  high speed  Internet,  and Telephone  through either its existing
cable network or WiFi ("Wireless Fidelity") last mile strategies.  Management of
the  Company  believes  that  this  will  result in  increased  reliability  and
capability, growing revenue and profit while decreasing expenses.

Going Concern

In the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31,  2006,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability  to  continue  as a  going  concern.  The  Company's  interim
unaudited condensed consolidated financial statements for the three months ended
March 31, 2007 have been prepared on a going concern basis,  which  contemplates
the  realization of assets and the settlement of liabilities  and commitments in
the normal course of business.  The Company  reported a net loss of $369,551 for
the three months ended March 31, 2007, and an accumulated deficit of $12,379,741
as of March 31,  2007.  The  Company did not  recognize  any  revenues  from its
business operations during the three months ended March 31, 2007.

Management  recognizes the Company must generate additional  resources to enable
it to continue  operations.  The Company will  continue to seek working  capital
through  the public  markets.  The  successful  outcome of future  fund  raising
activities cannot be determined at this time, and there is no assurance that, if
achieved,  the  Company  will have  sufficient  funds to  execute  its  intended
business plan or generate positive operating results.

Fair Value of Financial Instruments

The  Company's  financial  instruments,  including  cash,  due  from  affiliate,
accounts payable, accrued expenses and notes payable, have carrying amounts that
approximate their fair values due to their short maturities.

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 the contingent  assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting periods.  Significant estimates made by management include,
among  others,  the  realizability  of amounts  due from  affiliate  and prepaid
services recoverability of long-lived assets and the valuation of stock options,
warrants  and  deferred  tax  assets.  Actual  results  could  differ from these
estimates.

                                       7
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLDIATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(Continued)
-----------

Concentration of Credit Risk and Foreign Operations

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk  consist of cash.  The Company  places its cash with high quality
financial  institutions  and at times may exceed the Federal  Deposit  Insurance
Corporation  ("FDIC")  $100,000  insurance limit. At March 31, 2007, the Company
did not have any accounts with balances in excess of the FDIC insurance limits.

In 2007, the Company will offer its services  predominantly  to rural  customers
located  within the United  States and will extend credit based on an evaluation
of a customer's financial condition,  generally without collateral.  Exposure to
losses on  accounts  receivable  is  principally  dependent  on each  customer's
financial condition. The Company will monitor its exposure for credit losses and
maintain  allowances for anticipated  losses, if required.  Although the Company
will  expect to collect  amounts  due,  actual  collections  may differ from the
estimated amounts.  The Company does not expect any customer to exceed 5% of its
total accounts receivable.

Property and Equipment

Property and equipment are stated at cost, and are being  depreciated  using the
straight-line  method over the  estimated  useful  lives of the related  assets,
ranging from five to fifteen years.  Maintenance and routine repairs are charged
to expense as incurred. Significant renewals and betterments are capitalized. At
the time of retirement or other disposition of property and equipment,  the cost
and  accumulated  depreciation  are removed from the accounts and any  resulting
gain or loss is reflected in the statement of operations.

Long-Lived Assets

The Company's management assesses the recoverability of its long-lived assets by
determining  whether the depreciation and amortization of long-lived assets over
their remaining lives can be recovered  through  projected  undiscounted  future
cash flows. The amount of long-lived asset impairment, if any, is measured based
on fair  value and is charged to  operations  in the period in which  long-lived
asset  impairment is determined by management.  At March 31, 2007, the Company's
management  believes there is no impairment of its long-lived assets.  There can
be no assurance,  however,  that market conditions will not change or demand for
the  Company's  products  and  services  will  continue,  which could  result in
additional impairment of long-lived assets in the future.

Revenue Recognition

The Company  recognizes  revenue in accordance  with Staff  Accounting  Bulletin
("SAB") No. 101,  "Revenue  Recognition in Financial  Statements," as revised by
SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of
an  arrangement  exists,  services  have been  performed,  the price is fixed or
readily  determinable and collectibility is probable.  Sales are recorded net of
sales  discounts.  During the three  months  ended March 31,  2007,  the Company
generated no revenue.

Stock-Based Compensation

At March 31,  2007,  the  Company had two  stock-based  compensation  plans.  No
stock-based  employee  compensation  cost was  recognized  in the  statements of
operations for the quarters ended March 31, 2007 and 2006 as all options granted
under the plans were fully vested prior to January 1, 2006.

Effective  January 1,  2006,  the  Company  adopted  the fair value  recognition
provisions   of   SFAS   No.   123(R),   Share   Based   Payment,    using   the
modified-prospective   transition   method.   Under  this   transition   method,
compensation  cost required to be recognized in the periods ended  subsequent to
January 1, 2006 will include: (a) compensation cost for all share-based payments
granted  subsequent  to  December  31, 2005 based on the  grant-date  fair value
estimated in accordance with the provisions of SFAS No. 123(R).

The Company calculates stock-based  compensation by estimating the fair value of
each  option  using  the  Black-Scholes  option  pricing  model.  The  Company's
determination  of fair value of share-based  payment awards are made as of their
respective dates of grant using that option pricing model and is affected by the
Company's  stock price as well as  assumptions  regarding a number of subjective
variables.  These  variables  include,  but are  not  limited  to the  Company's
expected  stock  price  volatility  over the term of the  awards  and actual and
projected  employee stock option exercise  behavior.  The  Black-Scholes  option


                                       8
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(Continued)
-----------

pricing model was developed  for use in estimating  the value of traded  options
that have no vesting or hedging restrictions and are fully transferable. Because
the  Company's  employee  stock  options have certain  characteristics  that are
significantly  different from traded options,  the existing valuation models may
not  provide an  accurate  measure of the fair value of the  Company's  employee
stock  options.  Although the fair value of employee stock options is determined
in accordance with SFAS No. 123(R) using an option-pricing model, that value may
not be indicative of the fair value observed in a willing  buyer/willing  seller
market  transaction.  The calculated  compensation  cost will be recognized on a
straight-line basis over the vesting period of the option.

The Company has issued stock options to employees and  directors,  with the only
condition  for  vesting are  continued  employment  or service  with the Company
during the related  vesting  period.  Option awards are granted with an exercise
price deemed  appropriate  by the board of  directors.  Prior to the adoption of
SFAS No. 123(R), the Company presented all tax benefits of deductions  resulting
from the exercise of stock  options as operating  cash flows in the statement of
cash flows.  Statement  123(R)  requires the cash flows  resulting  from the tax
benefits  resulting  from tax  deductions  in  excess of the  compensation  cost
recognized for those options  (excess tax benefit) to be classified as financing
cash flows.  As there were no stock options  exercised  during the quarter ended
March 31, 2007 and 2006, there was no excess tax benefit to the Company.

Issuance of Stock for Non-Cash Consideration

All issuances of the Company's common stock for non-cash consideration have been
assigned a dollar amount  equaling  either the market value of the shares issued
or the value of consideration  received whichever is more readily  determinable.
The  majority  of the  non-cash  consideration  received  pertains  to  services
rendered by  consultants  and others and has been valued at the market  value of
the shares  issued.  In certain  issuances,  the Company may  discount the value
assigned to the stock issued for illiquidity and restrictions on resale.

The Company's accounting policy for equity instruments issued to consultants and
vendors in exchange for goods and services  follows the  provisions  of Emerging
Issues Task Force ("EITF") No. 96-18, Accounting for Equity Instruments That are
Issued to Other Than  Employees for Acquiring,  or in Conjunction  with Selling,
Goods or  Services,  and EITF No.  00-18,  Accounting  Recognition  for  Certain
Transactions  Involving Equity Instruments Granted to Other Than Employees.  The
measurement  date  for the  fair  value  of the  equity  instruments  issued  is
determined at the earlier of (i) the date at which a commitment for  performance
by the  consultant or vendor is reached or (ii) the date at which the consultant
or vendor's performance is complete. In the case of equity instruments issued to
consultants, the fair value of the equity instrument is recognized over the term
of the consulting agreement.  In accordance to EITF No. 00-18, an asset acquired
in exchange for the issuance of fully vested,  nonforfeitable equity instruments
should not be presented or  classified  as an offset to equity on the  grantor's
balance  sheet once the equity  instrument is granted for  accounting  purposes.
Accordingly,  the Company recorded the fair value of the common stock issued for
future  consulting  services as prepaid  services in its condensed  consolidated
balance sheet (see Note 4).

Income Taxes

The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
Accounting  for Income Taxes.  Under the asset and liability  method of SFAS No.
109,  deferred  tax assets and  liabilities  are  recognized  for the future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary


                                       9
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(Continued)
-----------

differences  are expected to be  recovered  or settled.  Under SFAS No. 109, the
effect  on  deferred  tax  assets  and  liabilities  of a change in tax rates is
recognized  in  operations  in the period that  includes the  enactment  date. A
valuation  allowance is provided  for certain  deferred tax assets if it is more
likely than not that the Company  will not  realize  tax assets  through  future
operations.

Loss Per Share

Basic  earnings  per share  ("BEPS") is computed by dividing  loss  available to
common  stockholders by the weighted average number of outstanding common shares
during the period of  computation.  Diluted  earnings per share  ("DEPS")  gives
effect to all dilutive  potential common shares outstanding during the period of
computation.  The  computation of DEPS does not assume  conversion,  exercise or
contingent  exercise of securities  that would have an  anti-dilutive  effect on
earnings. All potentially dilutive shares,  approximately 382,820 and zero as of
March 31, 2007 and 2006, respectively,  have been excluded from diluted loss per
share, as their effect would be anti-dilutive for the periods then ended.

Beneficial Conversion Feature

The convertible  features of a convertible note provide for a rate of conversion
that is below market  value.  Such  feature is  characterized  as a  "beneficial
conversion   feature"  ("BCF").   Pursuant  to  EITF  No.  98-5  Accounting  For
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion  Ratio and EITF No. 00-27,  Application of EITF Issue No.
98-5 To Certain Convertible Instruments,  the relative fair value of the BCF has
been  recorded  as a  discount  from  the face  amount  of the  respective  debt
instrument.  The Company is amortizing the discount using the effective interest
method  through   maturity  of  such   instrument.   The  Company   records  the
corresponding  unamortized  debt discount related to the BCF as interest expense
when the related instrument is converted into the Company's common stock.

New Accounting Pronouncements

In February 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities --
Including an Amendment of FASB Statement No. 115. SFAS No. 159 permits  entities
to choose to measure many financial  instruments and certain other items at fair
value.  The objective is to improve  financial  reporting by providing  entities
with the  opportunity  to mitigate  volatility  in reported  earnings  caused by
measuring related assets and liabilities differently without having to

apply  complex  hedge  accounting  provisions.  SFAS No.  159  also  establishes
presentation  and  disclosure  requirements  designed to  facilitate  comparison
between entities that choose different measurement  attributes for similar types
of assets  and  liabilities.  The  Company  will adopt SFAS No. 159 in the first
quarter of 2008 and is still evaluating the effect,  if any, on its consolidated
financial position and consolidated results of operations.

In July  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes--an  interpretation  of FASB Statement No. 109 ("FIN
48"),  which  clarifies the accounting  and  disclosure  for  uncertainty in tax
positions,  as  defined.  FIN 48 seeks  to  reduce  the  diversity  in  practice
associated with certain  aspects of the  recognition and measurement  related to
accounting for income taxes.  The Company is subject to the provisions of FIN 48
as of January 1, 2007. The Company believes that its income tax filing positions
and  deductions  will  be  sustained  on  audit  and  does  not  anticipate  any
adjustments  that will result in a material  change to its  financial  position.
Therefore,  no reserves for uncertain  income tax  positions  have been recorded
pursuant to FIN 48. The cumulative  effect,  if any, of applying FIN 48 is to be
reported as an  adjustment  to the opening  balance of retained  earnings in the
year of  adoption.  The Company did not record a  cumulative  effect  adjustment
related to the  adoption  of FIN 48.  Tax years  since  1992  remain  subject to
examination  by the major tax  jurisdictions  in which the Company is subject to
tax. The Company's policy for recording  interest and penalties  associated with
income-based tax audits is to record such items as a component of income taxes.

                                       10
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION  AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES
--------------------------------------------------------------------------------
(Continued)
-----------

Reclassifications

Certain  reclassifications  have  been  made  to  prior  period  amounts  in the
condensed  consolidated  financial statements in order to conform to the current
period  presentation.  These  reclassifications  have no  effect  on  previously
reported results of operations.

NOTE 2 - RELATED PARTY TRANSACTIONS
-----------------------------------

During the three  months  ended March 31,  2007,  the Company  entered  into the
following related party transactions:

     o    Issued an  aggregate  of 49,632  shares of common  stock for  services
          rendered (see Note 4);
     o    Issued an  aggregate  of  1,149,974  shares of common stock to certain
          members of management (see Note 4);
     o    Issued an aggregate of 23,530 shares of common stock upon the exercise
          of warrants for proceeds of $4,000 (see Note 4);
     o    Issued a warrant to purchase  100,000  shares of the Company's  common
          stock at an exercise  price of $0.20 (see Note 4) in  connection  with
          services to be rendered;
     o    Advanced STN  approximately  $20,000 for working  capital  purposes;
     o    Issued  368,572  shares of common  stock to STN for a note  receivable
          (see Note 4);
     o    The  Company  issued  notes  payable to a director  totaling  $40,000,
          bearing interest between 12% and 18% due through August 2007 (see Note
          3); and
     o    In connection  with the $50,000 of notes payable,  the Company granted
          warrants to purchase an aggregate of 148,500  shares of the  Company's
          common stock at exercise  prices ranging from $0.40 to $0.75 (see Note
          3).


NOTE 3 - NOTE PAYABLE
---------------------

During  March  2007,  the  Company  issued  notes  payable to various  financial
institutions  for an aggregate of $57,346,  collateralized  by automobiles.  The
notes bear interest at various  annual  interest  rates ranging from 0% to 2.9%.
Principal and interest is payable in monthly  installments  ranging from $475 to
$515 through March 2012.

In February 2007, the Company  issued a  contingently  convertible  note payable
totaling $10,000, bearing interest at 15% per annum, maturing in August 2007. If
the  note is not  paid in full on the due  date,  the  note  will  automatically
convert into 100,000  shares of the  Company's  common stock and the note holder
will  receive  warrants to purchase  50,000  shares of common stock at $0.40 and
50,000 shares of common stock at $0.75.

In October 2006, the Company issued a one (1) year convertible note payable (the
"Convertible  Note") totaling  $50,000,  bearing interest at 7.5% per annum. The
one (1) year Convertible  Note, at the holder's option,  may convert the Note to
restricted  common shares at $0.17 per share the Convertible  Note also included
23,529 warrants, exercisable at $0.17 per share. In connection with the issuance
of the note,  the Company  recorded a debt discount of $50,000,  consisting of a
beneficial conversion feature of $39,063 and the relative fair value of the

                                       11
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 3 - NOTES PAYABLE (Continued)
----------------------------------

warrant of $10,937.  The Company is amortizing  the discount using the effective
interest  method through  October 2007.  During the three months ended March 31,
2007,  $12,500 of interest expense was recognized in the accompanying  condensed
consolidated statement of operations in connection with amortization of the debt
discount.

Notes Payable - Related Parties

In January  2007,  the Company  issued a $25,000,  18% note payable to a related
party.  The note has a term of 180 days. In connection  with the issuance of the
note, the Company issued a warrant  exercisable  for 73,500 shares.  The warrant
has a term of one year and an exercise  price of $0.40 per share.  In connection
with the issuance of the convertible note and the warrant,  the Company recorded
a debt discount of $11,635,  which was  considered to be the relative fair value
of the  warrant.  The Company is  amortizing  the discount  using the  effective
interest  method over the term of the note.  During the three months ended March
31, 2007, $4,826 of interest expense was realized in the condensed  consolidated
statement  of  operations  in  connection  with  the  amortization  of the  debt
discount.

In March 2007,  the Company issued a $15,000 12%  convertible  note payable to a
related party.  The  convertible  note has a term of 90 days. In connection with
the  issuance  of  the  convertible   note,  the  Company  issued  two  warrants
exercisable for 37,500 shares each. The first 37,500 share warrant has a term of
one year and an  exercise  price of $0.40 per  share.  The second  37,500  share
warrant  has a term of two years and an  exercise  price of $0.75 per share. The
Company  recorded  a  discount  of  $13,482  consisting  of  $5,991,  which  was
considered  to be the  relative  fair  value of the  warrants  and a  beneficial
conversion feature of $7,491. The Company is amortizing the discount of the note
using the effective  interest method over the term of the note. During the three
months  ended March 31,  2007,  $1,542 of interest  expense was  realized in the
condensed   consolidated   statement  of  operations  in  connection   with  the
amortization of the debt discount.


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT):
---------------------------------------

In January 2007, the Company amended its Articles of Incorporation  and affected
a one for eight and one-half  reverse  stock split of its common stock and a one
for four and one-half  reverse stock split of its preferred stock. The financial
statements  presented  herein have been  restated  to reflect the reverse  stock
splits as if they had occurred at the beginning of each period presented.

Preferred Stock
---------------

In  January  2007,  holders of 566,667  shares of Series A  Preferred  Stock and
144,444  shares  of Series C  Preferred  Stock  converted  such  shares  into an
aggregate of 3,406,668 shares of the Company's common stock.

Common Stock
------------

During the three  months ended March 31, 2007,  the Company  settled  $15,204 of
accounts payable through the issuance of 48,042 shares of its restricted  common
stock at an average price of $0.32 per share.

On February 1, 2007, the Company issued 368,572 shares of its restricted  common
stock to STN for a $146,200 (estimated fair value on the date of agreement) note
receivable.  STN used the common  stock to acquire  13 rural  Colorado  cable TV
systems.  Upon the  closing  of the merger  with STN,  pending  audit,  the note
receivable  will be eliminated and the 13 cable TV systems will become assets of
the Company.

During the three months ended March 31, 2007,  the Company issued 992,647 shares
of its restricted common stock,  valued at $168,750 (estimated fair value on the
date of grant) in lieu of salaries of certain members of management.

                                       12
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)

NOTE 4 - STOCKHOLDERS' EQUITY (DEFICT) (Continued)
--------------------------------------------------

During the three months ended March 31, 2007,  the Company  issued 49,632 shares
of common stock valued at $16,850 (estimated fair value on the date of grant) as
prepaid rent and will  amortize  such amount over the life of the lease.  During
the three  months  ended March 31, 2007,  the Company  amortized  $4,500 to rent
expense,  which  included in other  general and  administrative  expenses in the
accompanying condensed consolidated statement of operations.

In January 2007, the Company issued an aggregate of 157,327 shares of its common
stock valued at $46,883  (estimated  fair value on the date of grant) to certain
members of its management in exchange for  establishing a fixed  conversion rate
of the  Company's  convertible  Series A  preferred  stock.  The  value has been
included in other expense in the accompanying  condensed  consolidated statement
of operations.

In January  2007,  the  Company  issued  23,530  shares of its common  stock for
proceeds of $4,000 in connection with the exercise of warrants.

In March 2007,  the Company  issued 200,000 shares of its common stock valued at
$40,000  (estimated  fair  value  on the date of  grant)  in  connection  with a
potential acquisition.  The Company has included such amount in prepaid expenses
in the accompanying condensed consolidated balance sheet.

During the year ended  December 31, 2006,  the Company  issued 143,084 shares of
common stock to consultants valued at $75,135 (based on the estimated fair value
at the date of  grant)  in  connection  with  services  to be  rendered  through
December 2008. Upon grant,  the Company recorded such amount as prepaid services
and is amortizing the balance  through  December  2008.  During the three months
ended March 31, 2007, the Company amortized $7,500 to expense.

Options
-------

In January 2007, the Board of Directors approved the 2007 Stock Option Plan (the
"Plan").  The Plan has reserved  1,100,000 shares of the Company's common stock,
as amended.  Under  provisions  of the Plan,  the exercise  price of the options
issued under the Plan shall be  determined by the Board of Directors at the time
of grant. The exercise period shall be no more than 10 years and the awards will
vest over a period of time to be  determined  by the Board of  Directors  at the
time of grant.

Warrants
--------

On January 1, 2007, the Company  issued a warrant to purchase  100,000 shares of
the  Company's  common stock to a director for services to be performed  through
December 31, 2007.  The estimated fair value of the warrant was $25,200 based on
the Black Scholes option pricing  model.  The Company is amortizing  such amount
through December 31, 2007.  During the three months ended March 31, 2007, $6,300
of expense was recognized in the accompanying  condensed  consolidated statement
of operations.

In January 2007, the Company issued 23,529 shares of its restricted common stock
for  proceeds of $4,000 in  connection  with the exercise of a warrant (see Note
3).

During the three  months ended March 31, 2007,  the Company  issued  warrants to
purchase  an  aggregate  of 148,529  shares of its  restricted  common  stock in
connection with the issuance of promissory notes (See Note 3).

                                       13
<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
                                   (unaudited)


NOTE 5 - SUBSEQUENT EVENTS
--------------------------

In April 2007,  the  Company  prepared  an  Offering  Memorandum  to raise up to
$1,000,000 in equity financing. The Company is selling units at $2,000 per unit.
A unit consists of 10,000 restricted common shares and a Class A warrant with an
exercise  price of $0.40 per share and a Class B warrant with an exercise  price
of $0.75 per share,  respectively.  As of May 18, 2007,  the Company has sold 15
units under the Offering  Memorandum  and received  proceeds of $29,000,  net of
offering costs of $1,000.

In April  2007,  the  Company  signed a three  month  consulting  agreement  for
investor  relations  services  starting April 1, 2007. The  compensation in this
agreement calls for 300,000  restricted  common shares and $1,500 for each month
the agreement is in place.

In May 2007, the Company  executed a Letter of Intent ("LOI") with Galaxy Cable,
Inc. in order to acquire the business under an Asset Purchase Agreement.  Galaxy
Cable  provides  cable TV, high speed Internet and digital voice services in and
around Kentucky, Illinois, Nebraska and other states.

In May 2007, the Company executed a management  agreement with Chula Vista Cable
and National  City Cable for a period not to exceed 120 days  effective  June 1,
2007.  The agreement  will cover all  management  functions  for both  entities'
operations.  The Company also executed an Asset  Purchase  Agreement  with Chula
Vista Cable for the entire business,  while executing a Stock Purchase Agreement
with  National City Cable for 100% of its issued and  outstanding  shares for an
aggregate of $5,000,000. Both companies provide cable TV and high speed Internet
services in the San Diego greater  metropolitan  area.  Both  transactions  were
executed  and are  held  in  escrow  pending  the  completion  of an  audit  and
financing.





                                       14
<PAGE>

Item 2 - Management's Discussion and Analysis or Plan of Operation

The following  discussion  of our financial  condition and results of operations
should be read in  connection  with our financial  statements  and notes thereto
appearing elsewhere herein.

Forward-looking  Information:  This  Quarterly  Report on Form  10-QSB  contains
forward-looking  statements  relating  to our goals,  beliefs,  plans or current
expectations  and other  statements that are not historical  facts. For example,
when we use words such as "project," "believe,"  "anticipate," "plan," "expect,"
"estimate,"  "intend,"  "should," "would," "could" or "may," or other words that
convey  uncertainty of future events or outcome,  we are making  forward-looking
statements.   We  refer  you  to  the  caption  entitled   "Trends,   Risks  and
Uncertainties"  below for important  factors that could cause actual  results to
differ  materially from those indicated by our  forward-looking  statements made
herein and presented elsewhere by management.  Such  forward-looking  statements
represent management's current expectations and are inherently uncertain.  We do
not undertake any obligation to update forward-looking statements made by us.


Results of  Operations - Quarter  Ended March 31, 2007 Compared to Quarter Ended
March 31, 2006

Summary

In January 2007, the Company amended its Articles of Incorporation to change its
name to  NexHorizon  Communications,  Inc.  and  affected  a one for  eight  and
one-half reverse stock split of its common stock and a one for four and one-half
reverse stock split of its preferred stock.

During the year ended  December  31,  2006,  the Company  changed  its  business
objective from being a telecommunication  carrier to a cable television services
provider.  In addition,  the Company seeks to identify a series of strategically
targeted rural cable systems and networks for acquisition.  The Company hopes to
expand its basic cable TV services to include Digital,  Video on Demand ("VoD"),
Pay per View,  High-Speed  internet and  Telephone  through  either its existing
cable network or WiFi ("Wireless Fidelity") last mile strategies.  Management of
the  Company  believes  that  this  will  result in  increased  reliability  and
capability, growing revenue and profit while decreasing expenses.

Net Sales

Net sales were $0 for the quarter ended March 31, 2007,  compared to $88,965 for
the quarter ended March 31, 2006. The decrease is attributed to the cessation of
telecommunication  carrier operations and the preparation of cable TV operations
under the new line of business.

Operating Expenses

Operating expenses were $300,615 for the quarter ended March 31, 2007,  compared
to $245,116 for the quarter ended March 31, 2006. This represents an increase of
$55,499  or  23%.  Of the  quarter  ended  March  31,  2007  expenses,  $168,750
represents  non-cash  compensation  related to  salaries  of certain  members of
management paid in common stock in lieu of cash.

Operating  expenses also include other  general and  administrative  expenses of
$120,647  compared to $169,884,  for the quarters ended March 31, 2007 and 2006,
respectively.  Of the Company's other general and administrative expense for the
quarter ended March 31, 2007,  approximately  $63,768 was for legal,  consulting
and professional  services  representing  approximately 53% of other general and
administrative expenses.

Liquidity and Capital Resources

As of March 31,  2007,  the Company has a working  capital  deficit of $660,304.
Management  recognizes the Company must generate additional  resources to enable
it to continue  operations.  The Company will  continue to seek working  capital
through  the equity  markets.  The  successful  outcome of future  fund  raising
activities cannot be determined at this time, and there is no assurance that, if
achieved,  the  Company  will have  sufficient  funds to  execute  its  intended
business plan or generate positive operating results.


                                       15
<PAGE>

During the three months ended March 31, 2007 the Company issued 23,530 shares of
its  restricted  common  stock in  connection  with the exercise of warrants for
$4,000. In addition,  the Company received proceeds of $50,000 from the issuance
of notes payable.

The Company has  minimized  its  operations  during the first quarter of 2007 in
order to conserve its limited cash. The Company anticipates beginning operations
under the new business  plan of cable TV, high speed  Internet and digital voice
services in the second quarter of 2007.

In April 2007,  the  Company  prepared  an  Offering  Memorandum  to raise up to
$1,000,000 in equity financing. The Company is selling units at $2,000 per unit.
A unit consists of 10,000 restricted common shares and a Class A warrant with an
exercise  price of $0.40 per share and a Class B warrant with an exercise  price
of $0.75 per share,  respectively.  As of May 18, 2007,  the Company has sold 15
units under the offering  Memorandum  and received  proceeds of $29,000,  net of
offering costs of $1,000.


Going Concern

In the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31,  2006,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability  to  continue  as a  going  concern.  The  Company's  interim
financial  statements  for the  three  months  ended  March  31,  2007 have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  settlement  of  liabilities  and  commitments  in the normal  course of
business. The Company reported a net loss of $369,551 for the three months ended
March 31, 2007, and an accumulated  deficit of $12,379,741 as of March 31, 2007.
The Company did not recognize any revenues from its business  operations  during
the three months ended March 31, 2007.

Plan of Operations

We Require  Additional  Capital  for Cable TV, High Speed  Internet  and Digital
Phones

The Company  will  require  additional  capital for  acquisitions,  upgrades and
expansion of  additional  services.  If we are unable to raise  capital when our
needs arise, we will be unable to pursue our current  business  strategy and may
not be able to fund our operations.

We Require Additional Capital for Acquiring Other Companies

The Company will require  additional  capital for acquisition of other companies
that will complement the Company's  growth  strategy.  If we are unable to raise
capital when our needs arise,  we will be unable to pursue our current  business
strategy and may not be able to fund our operations.

Our Business Depends on:
    A.  The Company's ability to  secure adequate funding  to ensure the Company
        meets its financial objectives.
    B.  The Company's ability to acquire strategic companies that complement the
        company's business model.
    C.  The Company's ability to offer competitive rates to our customers.

Critical Accounting Policies

As of the date of the filing of this  quarterly  report,  we believe  there have
been no material  changes to our  critical  accounting  policies  and  estimates
during the three months ended March 31, 2007, except as noted below.

In  January  2007,  we  adopted  FASB  Interpretation  No.  48,  Accounting  for
Uncertainty in Income Taxes--an  interpretation  of FASB Statement No. 109 ("FIN
48"),  which  clarifies the accounting  and  disclosure  for  uncertainty in tax
positions,  as  defined.  FIN 48 seeks  to  reduce  the  diversity  in  practice
associated with certain  aspects of the  recognition and measurement  related to
accounting for income taxes. We believe that our income tax filing positions and
deductions will be sustained on audit and do not anticipate any adjustments that
will  result in a  material  change to our  financial  position.  Therefore,  no
reserves for uncertain  income tax positions have been recorded  pursuant to FIN
48. The  cumulative  effect,  if any, of applying FIN 48 is to be reported as an
adjustment to the opening  balance of retained earnings in the year of adoption.
We did not record a cumulative effect adjustment  related to the adoption of FIN
48.  Tax  years  since  1992  remain  subject  to  examination  by the major tax


                                       16
<PAGE>

jurisdictions in which we are subject to tax. Our policy for recording  interest
and penalties associated with income-based tax audits is to record such items as
a component of income taxes.


Item 3 - Controls and Procedures.

As of March 31, 2007, an evaluation  was carried out under the  supervision  and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of our  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under Securities  Exchange Act of 1934.) Based upon
that  evaluation,  the Chief Executive  Officer and the Chief Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures were effective.

(a) Evaluation of Disclosure Controls and Procedures. The Company carried out an
evaluation  under the  supervision and with the  participation  of the Company's
management,  including the Company's Chief  Executive  Officer ("CEO") and Chief
Financial  Officer ("CFO"),  of the  effectiveness  of the Company's  disclosure
controls and procedures.  Based upon that evaluation,  the CEO and CFO concluded
that as of March 31, 2007 our disclosure  controls and procedures were effective
in timely alerting them to the material  information relating to the Company (or
the  Company's  consolidated  subsidiaries)  required  to  be  included  in  the
Company's  periodic filings with the SEC, subject to the various  limitations on
effectiveness   set  forth  below  under  the  heading,   "LIMITATIONS   ON  THE
EFFECTIVENESS  OF INTERNAL  CONTROL," such that the information  relating to the
Company,  required to be disclosed  in SEC reports (i) is  recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms,  and (ii) is accumulated and  communicated  to the Company's  management,
including our CEO and CFO, as  appropriate to allow timely  decisions  regarding
required disclosure.

(b) Changes in internal  control  over  financial  reporting.  There has been no
change in the Company's internal control over financial  reporting that occurred
during the fiscal quarter ended March 31, 2007 that has materially affected,  or
is reasonably likely to materially  affect,  the Company's internal control over
financial reporting.


LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS

The  Company's  management,  including the CEO and CFO, does not expect that our
disclosure  controls  and  procedures  or our internal  control  over  financial
reporting will  necessarily  prevent all fraud and material  error.  An internal
control  system,  no matter how well  conceived and  operated,  can provide only
reasonable,  not absolute,  assurance  that the objectives of the control system
are met.  Further,  the design of the control  system must reflect that the fact
that  there are  resource  constraints  and the  benefits  of  controls  must be
considered  relative to their costs.  Because of the inherent  limitation in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts of some  persons,  by  collusion of two or more  people,  or by  management
override of the internal  control.  The design of any system of controls also is
based in part upon certain assumption about the likelihood of future events, and
there can be no assurance  that any design will succeed in achieving  its stated
goals  under all  potential  future  conditions.  Over time,  control may become
inadequate  because of changes in  conditions,  and/or the degree of  compliance
with the policies or procedures may deteriorate.


                                       17
<PAGE>

PART II

Item 1 - Legal Proceedings

None.

Item 2 - Unregistered Sale of Equity Securities and Use of Proceeds

From January 1, 2007 through  March 31, 2007,  the Company  issued the following
shares of its common stock  without  registration  under the  Securities  Act of
1933, as amended (the "Securities Act"):

     1.   In January 2007, the Company issued  3,406,668  shares of common stock
          in the conversion of Class A and C preferred shares;

     2.   During the period  ended March 31, 2007 the Company  issued  1,149,974
          shares of  restricted  common stock in  connection  with  salaries and
          other compensation to certain members of management;

     3.   During the period  ended  March 31,  2007 the  Company  issued  49,632
          shares for services rendered;

     4.   In February 2007, the Company issued 368,572 shares as an advance in a
          related party transaction;

     5.   In March 2007,  the Company  issued  200,000  shares as a deposit in a
          Letter of Intent to acquire a cable TV system;

     6.   During the period  ended  March 31,  2007 the  Company  issued  48,042
          shares in settlement of various accounts payable;

     7.   In January  2007,  the Company  issued  23,530  shares in exchange for
          $4,000 of exercised warrants.

The above  issuances  were  unregistered,  as the  Company  was  relying  on the
exemptions  from  registration  contained in  Regulation  S, Section 4(2) of the
Securities Act, and Regulation D promulgated thereunder,  on the basis that such
transactions  were effected  outside of the United States and/or did not involve
public offerings of securities.

Item 3 - Defaults upon Senior Securities

     None.

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

     None.

Item 5 - Other Information

     None.

Item 6 - Exhibits

         Section 302 Certification
                31.1     Certification of Chief Executive Officer
                31.2     Certification of Chief Financial Officer

         Section 906 Certification
                32.1     Certification of Chief Executive Officer
                32.2     Certification of Chief Financial Officer

                                       18
<PAGE>



                                   SIGNATURES


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



                 NexHorizon Communications, Inc.
                         (Registrant)



                 By:  /s/ Calvin D. Smiley Sr.
                      ------------------------
                      Calvin D. Smiley Sr., President and CEO

                 Date:  May 21, 2007



                 By: /s/ Daniel M. Smith
                     -------------------------
                     Daniel M. Smith, Chief Financial Officer

                 Date:  May 21, 2007










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