UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                -----------------
                                    FORM 10-Q
                                -----------------

(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, 2008

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

            For the transition period from __________ to ___________

                        Commission file number: 000-33327

                         NEXHORIZON COMMUNICATIONS, INC.
                (Name of the Registrant Specified in its Charter)


               Delaware                               13-4151225
---------------------------------------- --------------------------------------
    (State or other jurisdiction of      (IRS Employer Identification Number)

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

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

Indicate by check mark whether the 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 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 large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]                              Accelerated filer [  ]
Non-accelerated filer  [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]

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 July 31, 2008,  there were 33,506,947  shares of the  registrant's  common
stock issued and outstanding.


<PAGE>

<TABLE>
<CAPTION>
                            NEXHORIZON COMMUNICATIONS, INC.
                          2008 QUARTERLY REPORT ON FORM 10-Q

                                   TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements     (Unaudited)                                                Page
                                                                                               ----
<S>        <C>                                                                                 <C>
           Condensed Consolidated Balance Sheets -
                           June 30, 2008 and December 31, 2007                                  F-1

           Condensed Consolidated Statement of Operations  -
                  Six months ended June 30, 2008 and 2007                                       F-2

           Condensed Consolidated Statement of Operations  -
                  Three months ended June 30, 2008 and 2007                                     F-3

           Condensed Consolidated Statement of Cash Flows -
                  Six months ended June 30, 2008 and 2007                                       F-4

           Notes to Condensed Consolidated Financial Statements                                 F-5

Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                     1

Item 3.    Quantitative and Qualitative Disclosures About Market Risk - Not Applicable          3

Item 4.    Controls and Procedures                                                              4

Item 4T.   Controls and Procedures                                                              4


PART II - OTHER INFORMATION

Item 1.    Legal Proceedings                                                                    5

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                          6

Item 3.    Defaults Upon Senior Securities - Not Applicable                                     6

Item 4.    Submission of Matters to a Vote of Security Holders                                  6

Item 5.    Other Information - Not Applicable                                                   7

Item 6.    Exhibits                                                                             7

SIGNATURES                                                                                      8
</TABLE>


<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


<TABLE>
<CAPTION>

                                                                 NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                            CONDENSED CONSOLIDATED BALANCE SHEETS

-----------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>

ASSETS
                                                                             June 30,            December 31,
                                                                               2008                  2007
                                                                         ------------------    ------------------
                                                                            (Unaudited)
Current assets:

Cash                                                                             $ 117,494                   $ -
Accounts receivable, net of allowance of $7,642 and $11,543, respectively          139,000                14,524
Prepaid expenses and other current assets                                          151,519               109,468
                                                                         ------------------    ------------------
            Total current assets                                                   408,013               123,992

Property and equipment, net                                                      3,442,165               361,472

Other assets                                                                        10,354                 7,538
Intangibles, net of accumulated amortization of $22,635 and $17,605,
        respectively                                                               177,965               182,995
                                                                         ------------------    ------------------

                                                                               $ 4,038,497             $ 675,997
                                                                         ==================    ==================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
       Accounts payable                                                        $ 1,873,563           $ 1,758,003
       Accrued expenses                                                            209,727               262,494
       Customer deposit                                                             64,509                     -
       Current portion of notes payable, net of unamortized discounts
          of $1,294,920 and $46,607, respectively                                1,108,261               472,512
                                                                         ------------------    ------------------
            Total current liabilities                                            3,256,060             2,493,009

Notes payable, net of current portion                                            2,210,016             1,157,687
Derivative and warrant liabilities                                               1,350,000                     -
                                                                         ------------------    ------------------

            Total liabilities                                                    6,816,076             3,650,696
                                                                         ------------------    ------------------
Commitments and contingencies

Stockholders' deficit:
       Preferred Series A stock, $0.0001 par value; 4,250,000 shares
          authorized, 2,500,250 and 0 shares issued and outstanding,
          respectively (liquidation preference of $2,500,000 at June 30,
          2008)                                                                        250                     -
       Preferred Series B stock, $0.0001 par value, 500,000 shares
          authorized, 0 shares issued and outstanding                                    -                     -
       Preferred Series C stock, $0.0001 par value, 250,000 shares
          authorized, 0 shares issued and outstanding                                    -                     -
       Common stock, $0.0001 par value, 50,000,000 shares authorized,
          33,506,947 and 21,341,418 shares issued and outstanding,
          respectively                                                               3,351                 2,134
       Additional paid in capital                                               10,476,769             8,746,942
       Accumulated deficit                                                     (13,257,949)          (11,723,775)
                                                                         ------------------    ------------------

       Total stockholders' deficit                                              (2,777,579)           (2,974,699)
                                                                         ------------------    ------------------

                                                                               $ 4,038,497             $ 675,997
                                                                         ==================    ==================

-----------------------------------------------------------------------------------------------------------------
F-1                                         See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                 NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                      (UNAUDITED)

                                                                                 For The Six Months Ended June 30
-----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                      <C>
                                                                            2008                     2007
                                                                     --------------------     -------------------

Net sales                                                                      $ 948,431               $ 153,340

Cost of sales                                                                    343,882                 101,416
                                                                     --------------------     -------------------

Gross profit                                                                     604,549                  51,924
                                                                     --------------------     -------------------

Operating expenses:
Salaries and related expenses                                                    486,643                  85,568
Impairment of goodwill                                                                 -               1,200,000
Other general and administrative expenses                                      1,036,169                 105,171
                                                                     --------------------     -------------------

          Total operating expenses                                             1,522,812               1,390,739
                                                                     --------------------     -------------------

Loss from operations                                                            (918,263)             (1,338,815)

Other expense:
   Interest expense                                                             (378,411)               (101,342)
   Loss on settlement of debt                                                   (237,500)                      -
                                                                     --------------------     -------------------

           Total other expense                                                  (615,911)               (101,342)
                                                                     --------------------     -------------------

Net loss                                                                    $ (1,534,174)           $ (1,440,157)
                                                                     ====================     ===================


Basic and diluted loss per common share                                          $ (0.06)                $ (0.54)
                                                                     ====================     ===================

Weighted average number of common shares outstanding, basic
 and diluted                                                                  26,874,383               2,666,667
                                                                     ====================     ===================







-----------------------------------------------------------------------------------------------------------------
F-2                                         See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                     NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES

                                                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                          (Unaudited)

                                                                                   For The Three Months Ended June 30

---------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                      <C>

                                                                                2008                    2007
                                                                        ---------------------    --------------------

Net sales                                                                          $ 475,267                $ 97,714

Cost of sales                                                                        142,219                  74,339
                                                                        ---------------------    --------------------

Gross profit                                                                         333,048                  23,375
                                                                        ---------------------    --------------------

Operating expenses:
   Salaries and related expenses                                                     241,288                  69,439
   Impairment of goodwill                                                                  -               1,200,000
   Other general and administrative expenses                                         501,449                  13,127
                                                                        ---------------------    --------------------

         Total operating expenses                                                    742,737               1,282,566
                                                                        ---------------------    --------------------

Loss from operations                                                                (409,689)             (1,259,191)

Other expense:
  Interest expense                                                                   (66,061)                (50,456)
  Other expense                                                                     (103,722)                      -
                                                                        ---------------------    --------------------

         Total other expense                                                        (169,783)                (50,456)
                                                                        ---------------------    --------------------

Net loss                                                                          $ (579,472)           $ (1,309,647)
                                                                        =====================    ====================


Basic and diluted loss per common share                                              $ (0.02)                $ (0.49)
                                                                        =====================    ====================

Weighted average number of common
shares outstanding - basic and diluted                                            30,581,503               2,666,667
                                                                        =====================    ====================








---------------------------------------------------------------------------------------------------------------------
F-3                                             See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                             NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES


                                                                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                  (Unaudited)

-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                 <C>

                                                                                            Six Months Ended June 30,
                                                                                      ---------------------------------------
                                                                                            2008                 2007
                                                                                      ------------------  -------------------
Cash flows from operating activities:
      Net loss                                                                             $ (1,534,174)        $ (1,440,157)
      Adjustments to reconcile net loss to net cash (used in) provided by
        operating activities:
         Depreciation and amortization                                                          437,697               97,659
         Common stock issued to pay operating expenses                                          465,783                  864
         Interest accrued on notes payable                                                      255,418              186,362
         Common stock issued to settle put option related to note payable                       237,500
         Changes in operating assets and liabilities:
            Accounts receivable                                                                (124,476)             (16,437)
            Prepaid expenses and other current assets                                           118,449                6,087
            Customer deposits                                                                    64,509                    -
            Accounts payable and accrued expenses                                                62,793            1,319,408
                                                                                      ------------------  -------------------

        Net cash (used in) provided by operating activities                                     (16,501)             153,786
                                                                                      ------------------  -------------------
Cash flows from investing activities:
      Purchase of cable company assets                                                         (750,000)                   -
      Purchase of property and equipment                                                       (304,836)            (274,573)
                                                                                      ------------------  -------------------

        Net cash used in investing activities                                                (1,054,836)            (274,573)
                                                                                      ------------------  -------------------
Cash flows from financing activities:
      Proceeds from the issuance of common stock                                                  8,000              117,012
      Proceeds from issuance of notes payable, net of issuance costs                          1,600,000               40,000
      Payments on notes payable                                                                (419,169)                   -
                                                                                      ------------------  -------------------

        Net cash provided by financing activities                                             1,188,831              157,012
                                                                                      ------------------  -------------------

Increase in cash                                                                                117,494               36,225

Cash at beginning of period                                                                           -                  387
                                                                                      ------------------  -------------------

Cash at end of period                                                                         $ 117,494             $ 36,612
                                                                                      ==================  ===================

Supplemental disclosure of cash flow information -
  Cash paid during the period for:
         Interest                                                                              $ 49,066                  $ -
                                                                                      ==================  ===================
         Income taxes                                                                               $ -                  $ -
                                                                                      ==================  ===================

Supplemental schedule of noncash investing and financing activities:
      Fair value of put option accounted for as a discount on related debt                  $ 1,350,000                  $ -
                                                                                      ==================  ===================
      Conversion of notes payable to common stock                                             $ 459,511                  $ -
                                                                                      ==================  ===================
      Assets acquired for:
          Notes payable                                                                     $ 1,798,501              $ 7,832
                                                                                      ==================  ===================
          Preferred stock                                                                     $ 400,000                  $ -
                                                                                      ==================  ===================


-----------------------------------------------------------------------------------------------------------------------------
F-4                                                     See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>


                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)


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

Nature of Business

NexHorizon  Communications,  Inc. (the Company) was  incorporated in Delaware on
January 16, 2001. Prior to January 29, 2007, NexHorizon Communications was named
Y-Tel International,  Inc. ("Y-Tel").  On January 29, 2007, Y-Tel International,
Inc. changed its name to NexHorizon  Communications,  Inc.  ("NexHorizon" or the
"Company" hereafter).

The  Company's  mission is to  identify  and  acquire a series of  strategically
targeted  rural  cable  systems  and  networks.  The  Company has and intends to
continue to selectively  acquire,  upgrade and consolidate  the  capabilities of
these  systems  such that the sum of the whole will be  greater  than its parts.
Each acquired system will 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.

On  January  31,  2008,  the  Company   executed  a  three-year   debenture  for
approximately  $1,760,000.  Effective January 1, 2008, the Company completed its
acquisition of two cable TV companies located in the San Diego metropolitan area
(see Note 2).

Basis of Presentation

The accompanying  unaudited condensed  consolidated financial statements include
the accounts of NexHorizon  Communications,  Inc., 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,  2007,  and  pursuant  to the
instructions  to Form 10-Q and Item 8-03 of Regulation  S-K  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, 2007.

Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern  which  contemplates,  among
other things,  the realization of assets and  satisfaction of liabilities in the
ordinary  course of  business.  The  Company  has a working  capital  deficit of
$2,848,047  at June 30,  2008 and has  incurred  a net  loss of  $1,534,174  and
negative cash flows from  operations of $16,501 during the six months ended June
30, 2008, which raise substantial doubt about its ability to continue as a going
concern. 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.

                                      F-5

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)

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

Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
NexHorizon  Communications,   Inc.  and  its  wholly  owned  subsidiaries.   All
significant  intercompany  transactions  and balances  have been  eliminated  in
consolidation.

Fair Value of Financial Instruments

The  Company's  financial  instruments,  including  cash,  accounts  receivable,
accounts  payable,  accrued  expenses and certain notes  payable,  have carrying
amounts that approximate  their fair values,  except for the warrants related to
the  Debenture  (see  Note  4),  for  which  an  equivalent  instrument  was not
available.

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 accounts  receivable,  property and equipment
and intangibles,  and the valuation of stock, options, warrants and deferred tax
assets. Actual results could differ from these estimates.

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 June 30, 2008 and 2007, the
Company did not have any accounts with balances in excess of the FDIC  insurance
limits.

During the six months  ended June 30,  2008 and 2007,  the  Company  offered its
services  predominantly to rural customers  located within the United States and
extends  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
monitors its exposure for credit losses and maintains allowances for anticipated
losses, if required. Although the Company expects 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.  The allowance for
doubtful  accounts at June 30,  2008 and  December  31,  2007 was  approximately
$7,642 and $11,543, respectively.

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.

                                      F-6

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)


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

Intangibles

Identifiable  intangibles acquired in connection with business  acquisitions are
recorded  at their  respective  fair  values.  Deferred  income  taxes have been
recorded to the extent of  differences  between the fair value and the tax basis
of the assets  acquired and  liabilities  assumed.  The  estimated  amortization
expense for the next five years is $10,060 per year.  For each of the six months
ended June 30, 2008 and 2007, amortization expense was $5,030, which is recorded
in other general and  administrative  expenses  ($2,515 and $2,515 for the three
months ended June 30, 2008 and 2007).

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.  As of June 30, 2008, the Company
determined that no impairment of its long-lived  assets was required.  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
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.  To date,  the Company's  revenue is generated  primarily  from cable
television  services whereby the revenue is recognized during the month in which
the service is rendered.

Stock-Based Compensation

At December 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 six  months  ended  June 30,  2008  and 2007 as all  options
granted to employees  under the plans were fully vested prior to January 1, 2006
and none are outstanding.

The Company  recorded  stock-based  compensation  under  Statement  of Financial
Accounting  Standards ("SFAS") SFAS No. 123(R), Share Based Payment. 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 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.

                                      F-7

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)


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

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 six months ended
June 30, 2008 and 2007, 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 00-18, an asset acquired in
exchange for the issuance of fully vested,  non-forfeitable  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.

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  4,930,820 shares and
1,130,000 shares for the six months ended June 30, 2008 and 2007,  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 certain  convertible  notes  provide for a rate of
conversion  that  is  below  market  value  (see  Note  6).  Such  features  are
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.

                                      F-8

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)


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

Derivative Financial Instruments

The Company has derivative  financial  instruments  which consist of the put and
call  options  on the  warrant  related  to the  Debenture  (see  Note  4).  The
accounting  treatment of  derivative  financial  instruments  requires  that the
Company record the  derivatives at their fair values as of the inception date of
the agreements and at fair value as of each  subsequent  balance sheet date. Any
change  in  fair  value  of  the   derivatives   and  warrants  is  recorded  as
non-operating,  non-cash  income or expense at each reporting  date. If the fair
value is higher at the subsequent  balance sheet date, the Company will record a
non-operating,  non-cash  charge.  If the fair value is lower at the  subsequent
balance sheet date, the Company will record non-operating,  non-cash income. For
the six months ended June 30, 2008, there has been no change in the value of the
derivative liability.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  ("SFAS
No.  157").  SFAS No. 157  defines  fair  value,  establishes  a  framework  for
measuring fair value in generally accepted accounting  principles ("GAAP"),  and
expands disclosures about fair value measurements.  This statement applies under
other accounting  pronouncements  that require or permit fair value  measurement
where the FASB has previously  determined that under those  pronouncements  fair
value is the  appropriate  measurement.  This statement does not require any new
fair value  measurements but may require  companies to change current  practice.
This statement is effective for those fiscal years  beginning after November 15,
2007  except  that  the  FASB  has  issued a  one-year  deferral  of fair  value
measurement  requirements for non-financial assets and liabilities.  The Company
believes  that SFAS No. 157 should not have a material  impact on its  financial
position or results of operations.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. The Company's adoption of SFAS 159 did not
have a material impact on its financial position or results of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed  following  existing GAAP until January 1, 2009.  The Company  expects
SFAS No. 141R will have an impact on accounting for business  combinations  once
adopted but the effect is dependent upon  acquisitions at that time. The Company
is still assessing the impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  Noncontrolling  Interests  in
Consolidated Financial  Statements--An Amendment of ARB No. 51, or SFAS No. 160.
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. The Company believes that SFAS 160 should not have a material
impact on its financial position or results of operations.

                                      F-9

<PAGE>


                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)

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


In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments  and Hedging  Activities  ("SFAS No.  161").  SFAS No. 161  requires
additional disclosure related to derivatives instruments and hedging activities.
The  provisions  of SFAS No.  161 are  effective  as of  January 1, 2008 and the
Company is currently evaluating the impact of adoption.


NOTE 2 - ACQUISITIONS

On January 1, 2008  pursuant to the Agreement  Regarding  Sale of Assets of, and
Stock in, Two Cable Companies (the "Purchase  Agreement"),  the Company acquired
certain assets, stock and the businesses of two cable TV companies ("Chula Vista
Cable,  Ltd."  and  "National  City  Cable,  Inc.")  located  in the  San  Diego
metropolitan  area (the "January 2008  Acquisition").  The two entities combined
serve  approximately  3,400 subscribers  offering cable TV, high speed and phone
(Voice over Internet Protocol, VoIP) services.

The Company  purchased,  on the terms and  conditions  set forth in the Purchase
Agreement,  substantially  all of the assets  and the  business  of Chula  Vista
Cable, Ltd, a California limited  partnership,  for consideration  consisting of
$637,500 in cash, a $1,487,500  convertible note payable and 2,125,000 shares of
Series A Preferred stock with an estimated fair value of $340,000 for accounting
purposes (based on the number of common shares into which the Series A Preferred
Stock is convertible, multiplied by the closing price of the common stock on the
effective date of the transaction).  The Preferred stock is convertible into the
Company's  common  stock,  at the  option  of the  holder,  after  the  one-year
anniversary  from  the  transaction.   The  convertible  note  payable  requires
quarterly  interest  payments at 6% and one final  payment of principal  and any
unpaid interest in January 2011 (see Note 6).

The  Company  also  purchased,  on the  terms  and  conditions  set forth in the
Agreement,  100% of the Class A common  shares in National  City  Cable,  Inc. a
California  corporation,  free and  clear of all  liens,  claims,  options,  and
charges.  The Class A common  shares are the only class of National  City Cable,
Inc.  stock that have voting rights and  privileges.  In exchange for all of the
outstanding  shares  of the  Class  A  Common  stock,  the  Company  paid to the
shareholders of National City Cable,  Inc.  $112,500 in cash,  issued a $262,500
convertible note payable,  and issued 375,000 shares of Series A Preferred stock
with an estimated  fair value of $60,000 for accounting  purposes  (based on the
number of common shares into which the Series A Preferred  Stock is convertible,
multiplied by the closing price of the common stock on the effective date of the
transaction).  The Preferred stock is convertible to common stock, at the option
of the holder,  after the  one-year  anniversary  of the  transaction.  The note
payable  requires  quarterly  interest  payments at 6% and one final  payment of
principal and any unpaid interest in January 2011 (see Note 6).

The assets of the January 2008 Acquisition  consist primarily of underground and
aerial  cable,  underground  conduit  equipment,  and a three  year  non-compete
agreement from the sellers. The Company has tentatively  allocated the aggregate
purchase price of $2,900,000 to equipment and is depreciating  these assets over
a 5 and 15 year useful  life.  The Company is still in the process of  analyzing
the fair value of the assets  acquired to  determine  the final  purchase  price
allocation, which it expects to complete during 2008.

The  unaudited pro forma  combined  historical  results,  as if the January 2008
Acquisition  had been acquired as of the beginning of the six month period ended
June 30, 2007, are estimated as follows:


                                      F-10

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)

NOTE 2 - ACQUISITIONS (Continued)

<TABLE>
<CAPTION>

                                           Three Months Ended            Six Months Ended
                                              June 30, 2007                June 30, 2007
                                        --------------------------   --------------------------
<S>                                   <C>                            <C>

        Net sales                     $                   497,714      $               948,340

        Net loss                      $                (1,385,326)     $            (1,592,515)

        Weighted average common
          shares outstanding:
             basic and diluted                          2,666,667                    2,666,667
        Loss per share:
             basic and diluted        $                    (0.52)      $                 (0.60)
</TABLE>

The pro forma  information has been prepared for  comparative  purposes only and
does  not  purport  to be  indicative  of  what  would  have  occurred  had  the
acquisition actually been made at such date, nor is it necessarily indicative of
future operating results. The pro forma information does include corporate cost.


NOTE 3 - PROPERTY AND EQUIPMENT

Property and  equipment  consists of the following at June 30, 2008 and December
31, 2007:



                                             2008                   2007
                                             ----                   ----

Equipment                                 $    3,688,916        $     437,675

Less accumulated depreciation                   (246,751)             (76,203)
                                           -------------         ------------

Fixed assets, net                         $    3,442,165        $     361,472
                                           =============         ============


Depreciation  expense for property and  equipment  for the six months ended June
30, 2008 and 2007,  was  $170,548  and  $10,093,  respectively,  and $36,597 and
$7,124 for the three months ended June 30, 2008 and 2007, respectively.


NOTE 4 - DEBENTURE

In January  2008,  the Company  executed a  three-year  Secured  Original  Issue
Discount  Debenture for $1,760,000 (the "Debenture") with a finance company (the
"Holder").  The Company  received  proceeds of $1,600,000  from the Holder.  The
$160,000  original  issue  discount has been  recorded as a debt discount in the
accompanying  condensed  consolidated  balance sheet.  The debt discount will be
amortized to interest  expense over the life of the Debenture on a straight-line
basis, which approximates the effective interest method.

                                      F-11

<PAGE>


                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)


NOTE 4 - DEBENTURE (Continued)

The Debenture is repaid as interest only for the first six months with principal
payments  beginning  six months after the closing date through the maturity date
of December 31, 2010.  Monthly  interest is paid at the higher of 11.5% or prime
plus 4% (18% if the Company is in default). The Company may prepay the Debenture
within  the first 120 days with no  penalty or  premium;  after 120 days,  it is
required to pay a 10% premium.  The Debenture is  automatically  due and payable
upon the closing of a qualified  financing in the amount of  $5,000,000 or more,
as disclosed in the Debenture agreement.  The Company is also is required to pay
down additional  principal equal to 35% of excess EBITDA,  if any, as defined in
the Debenture agreement.

The Debenture is secured by substantially  all the assets of the Company and its
wholly-owned  subsidiaries,  and is senior to the convertible notes entered into
for the January 2008  Acquisition  (see Notes 2 and 6). The Debenture  agreement
contains various covenants,  including  prohibitions on future issuances of debt
or equity securities,  and requirements for minimum monthly revenues and monthly
profitability.

The Holder also was granted a 5-year warrant to acquire  3,688,320 shares of the
Company's  common stock,  for an aggregate  exercise price of $100, or it can be
exercised  on a cashless  basis.  The  exercise  price is  subject  to  downward
adjustment  if the Company  issues  securities at a price less than the exercise
price in the future.

The  Company  entered  into a Put and Call Option  Agreement  (the "Put and Call
Option")  with the Holder  related to the  warrant  shares.  If the  Company has
repaid the entire  principal  and  interest on the  Debenture on or prior to the
one-year anniversary of the Debenture, the Company may require on that date, the
Holder to sell 75% of the  warrants  (2,766,240  common  shares) at an  exercise
price equal to $540,000 to the Company.  As the Call Option is  contingent  on a
future event with an unknown likelihood,  the Call Option has not been accounted
for in the accompanying condensed consolidated financial statements.

The Holder has the right to require the Company to repurchase the warrant shares
beginning  from and  after  the  earlier  of (a) the date on which  all  amounts
payable under the  Debenture are paid in full;  and (b) January 31, 2011 through
January 31, 2013,  for  $1,350,000  (the "Put  Option").  As a result of the Put
Option,  the  Company has  recorded  the value of the  associated  warrants as a
credit of $1,350,000 in derivative and warrant liabilities, with a corresponding
debit to debt discount in the accompanying condensed consolidated balance sheet.
The debt  discount  will be amortized  to interest  expense over the life of the
Debenture on a straight-line  basis,  which  approximates the effective interest
method.

Amortization  expense for the total debt  discount  during six months ended June
30, 2008 was $215,080 and $129,429 for the three months ended June 30, 2008.

The Company also entered in to a Registration  Rights Agreement with the Holder.
This agreement  requires the Company to file a registration  statement  covering
the warrant  shares by March 31, 2008, and to have such  registration  statement
declared  effective  40 to 60  days  thereafter,  as  well  as to  maintain  the
effectiveness of such registration.  The Company is required to pay a liquidated
damages fee of 2% per month of the  Debenture  amount  ($35,200 per month) until
the Company is in  compliance  with this  agreement.  As of June 30,  2008,  the
Company was not in compliance with this agreement, and the Holder has waived its
rights for default and damages as of this date.  Subsquent to June 30, 2008, the
Company is out of  compliance  with this  agreement  and the  Debenture has been
reflected as a current liability as of June 30, 2008.

                                      F-12

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)
NOTE 5 - DEBT

<TABLE>
<CAPTION>

Notes payable consist of the following at June 30, 2008:                                                 June 30,
                                                                                                           2008
<S>                                                                                                  <C>
Secured  Original  Issue  Discount  Debenture (see Note 4). At June 30, 2008 the
unpaid interest was $16,866.                                                                            $ 1,776,866

Notes payable of $1,750,000 principal to sellers of the January 2008 Acquisition
(see Note 2), bearing interest at 6% per annum payable quarterly,  principal due
December 31, 2010,  convertible  commencing January 1, 2009 at the higher of the
average  previous  five days'  closing  stock  price or $1.00 per common  share,
secured  by  1,750,000  shares  Company  Series A  Preferred  stock  in  escrow,
including accrued interest of $26,250.                                                                    1,776,250

Notes  payable to various  lenders,  interest at 10%,  convertible  at $0.20 per
share,  due December 2010  (includes  $115,885 of accrued  interest added to the
principal  balance as part of a refinancing on December 31, 2007).  If converted
to common stock, the lenders will receive warrants equal to the number of shares
converted,  50% of which will be exercisable at $0.40 per share and 50% of which
will be  exercisable at $0.75 per share for two years from the date of issuance.
At June 30, 2008, includes accrued interest of $16,295.                                                     342,193

Note payable to finance company,  due in six quarterly  payments in common stock
of principal of approximately  $153,000  beginning  September 2007 (based on the
average  closing price of the Company's  common stock prior to the payment date,
but no higher than $1.00 per share or less than $0.10 per share)  plus  interest
at 10%.  For the six months ended June 30, 2008,  the Company  issued  3,322,060
shares for debt reduction of $332,206.                                                                      297,974

Note  payable  from the April 2006  acquisition,  interest at 12%,  due February
2009. At June 30, 2008, includes accrued interest of $6,717.                                                156,717

Notes  payable  assumed  in June  2007  acquisition  and an  additional  vehicle
purchased  in March  2008,  all from to a  finance  company,  collateralized  by
automobiles,  bearing  interest at rates ranging from 0% to 2.9%,  principal and
interest due in monthly installments ranging from $472 to $575 through May 2012.                             73,623

Notes  payable to related  party  totaling  $59,850,  plus  accrued  interest of
$3,294; interest ranging from 10% - 12%.                                                                     63,144

Note payable of $50,000 from an individual,  annual  interest at 20%, note is in
default and is being  renegotiated.  At June 30, 2008, includes accrued interest
of $12,780.                                                                                                  62,780

Note payable of $25,000 from an individual,  annual interest at 20%, convertible
to common at $0.10 per common share, due August 2008. At June 30, 2008, includes
accrued interest of $4,792.                                                                                  29,792


Other                                                                                                        33,858
Unamortized discount on the Debenture (see Note 4)                                                       (1,294,920)
                                                                                                     ----------------

                                                                                                          3,318,277
Less current portion                                                                                     (1,108,261)
                                                                                                     -----------------
                                                                                                      $   2,210,016
                                                                                                     -----------------
</TABLE>

                                      F-13

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

The Company has designated  4,250,000  shares of its preferred stock as series A
preferred  stock ("Series A Preferred"),  with a par value of $0.0001 per share.
The Series A Preferred  shall rank senior to all other classes of stock relating
to  liquidation.  The shares are non dividend  bearing,  and have a  liquidation
preference  of $1.00 per share.  After  January 1, 2009,  the Series A Preferred
shares are  convertible  to common  shares at a conversion  price of 100% of the
average  closing price for the preceding five days divided by $1.00 per share of
Series A  Preferred,  with a common  stock  minimum  floor  value of $1.00 and a
maximum  ceiling  value of $5.00.  At June 30, 2008,  the  outstanding  Series A
Preferred shares are convertible into 2,500,000 shares of common stock.

During the six months ended June 30, 2008, the Company issued 4,250,000 Series A
Preferred  shares in connection with the January 2008  Acquisition (see Note 2),
as  follows:  (a)  2,500,000  shares  as part  of the  purchase  price;  and (b)
1,750,000  shares as security in case of default on the $1,750,000 notes payable
(see Note 6). The  estimated  fair value of the  2,500,000  shares was  $400,000
(based on the value of the common shares on the date of issuance as if converted
to common  stock on that  date).  As the  additional  1,750,000  shares  will be
returned to the  Company  upon  repayment  of the  related  notes,  they are not
considered  issued for financial  reporting  purposes and thus are not valued in
the accompanying condensed consolidated balance sheet.

Common Stock

During the six months ended June 30, 2008,  the Company  issued 40,000 shares of
restricted  common stock and 20,000 warrants  exercisable at $0.40 per share and
20,000 warrants exercisable at $0.75 per share for cash totaling $8,000.

During the six months ended June 30, 2008, the Company issued  4,913,373  shares
of restricted  common stock in connection  with the  settlement of notes payable
and related accrued interest  totaling $459,511 with no gain or loss. During the
six  months  ended  June 30,  2008,  the  Company  issued  3,760,302  shares  of
restricted  common stock to consultants in connection with services provided for
a fair value of $351,616 (based on the related  measurement dates). In addition,
the Company  issued  1,250,000  shares of restricted  common stock in connection
with the  cancellation  of the put  feature on the  bridge  loan that was repaid
during the six months ended June 30, 2008.  These shares were valued at $237,500
and are recorded as a loss on settlement of debt in the  accompanying  condensed
consolidated statement of operations.

During the six months  ended June 30, 2008,  the Company  issued an aggregate of
3,451,962  shares  of  its  common  stock  as  compensation  to  certain  of its
employees.  The  estimated  fair value of the shares was $274,667  (based on the
related measurement dates), which was expensed in the accompanying  statement of
operations.

Stock Options and Warrants

In June 2007,  the Company  adopted  the  existing  2001 Stock  Option Plan (the
"Plan").  The Plan has reserved  3,500,000  shares of common stock,  as amended.
Under  provisions  of the  Plan,  the  exercise  price of the  options  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.

In January 2007, the Board of Directors approved the 2007 Stock Option Plan (the
"2007 Plan").  The Plan has reserved  1,100,000  shares of the Company's  common
stock, as amended.  Under provisions of the 2007 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.

                                      F-14

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)

NOTE 6 - STOCKHOLDERS' DEFICIT (Continued)

As of June 30, 2008, the Company had no outstanding options under either plan.

The  following  represents  a summary of the  warrants  outstanding  for the six
months ended June 30, 2008:

<TABLE>
<CAPTION>

                                                                               Weighted Average
                                                              Number           Exercise Price
                                                           of Warrants         Per Share
                                                        -------------------   -------------------
<S>                                                     <C>                   <C>
   Balance at December 31, 2007                               1,924,199         $   0.64
     Granted                                                  3,728,320            0.006
     Exercised                                                                         -
     Expired/Forfeited                                         (721,699)          ( 0.72)
                                                        -------------------   -------------------
   Balance at June 30, 2008                                   4,930,820          $  0.15
                                                        -------------------   -------------------
   Weighted average fair value of warrants granted:
            June 30, 2008                                 $        0.37
                                                        -------------------
</TABLE>

The fair value of each warrant granted during the six months ended June 30, 2008
and 2007, was estimated using the Black-Scholes option pricing model on the date
of grant using the following  assumptions:  (i) no dividend yield,  (ii) average
volatility  ranged from 56% - 172%,  (iii) weighted average  risk-free  interest
rate ranged from 2.36% - 2.63%,  and (iv) average  expected  life of 0.5 and 4.5
years.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

Indemnities and Guarantees

The Company has made certain  indemnities and guarantees,  under which it may be
required to make payments to a guaranteed or indemnified  party,  in relation to
certain transactions. The Company indemnifies its directors, officers, employees
and  agents to the  maximum  extent  permitted  under the laws of the  States of
Delaware,  California,  Colorado and Florida.  In  connection  with its facility
leases,  the Company has indemnified its lessors for certain claims arising from
the use of the facilities.  In connection with certain of its stock purchase and
other  agreements,  the Company has indemnified  lenders,  sellers,  and various
other  parties  for  certain  claims  arising  from  the  Company's   breach  of
representations,  warranties and other  provisions  contained in the agreements.
The duration of the guarantees and indemnities do not provide for any limitation
of the maximum potential future payments the Company could be obligated to make.
Historically,  the Company has not been obligated to make any payments for these
obligations  and no  liabilities  have been recorded for these  indemnities  and
guarantees in the accompanying condensed consolidated balance sheets.

Litigation

From time to time,  the Company may be involved in various  claims,  lawsuits or
disputes  arising in the normal  operations of its business.  The Company is not
currently  involved in any such matters which  management  believes could have a
material  adverse  effect on the Company's  consolidated  financial  position or
consolidated results of operations.

                                      F-15

<PAGE>

                NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2008
                                   (Unaudited)



NOTE 8 - SUBSEQUENT EVENT

On July 28,  2008,  NexHorizon  Communications,  Inc.  entered  into a Letter Of
Intent  to  acquire   Phoenix   Communications   Inc.  (dba  Pine  River  Cable)
headquartered  in McBain,  Michigan.  Pine River provides  cable  television and
wireless  Internet  services to more than 2,500 customers  located in and around
McBain, Michigan. The transaction is contingent upon completion of due diligence
and audit.





















                                      F-16

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2007,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going  concern.  Management's  plans in  regard  to the  factors  prompting  the
explanatory  paragraph are  discussed  below and also in Note 1 to the unaudited
quarterly financial statements.


Business Overview

The  Company's  mission is to  identify  and  acquire a series of  strategically
targeted  rural  cable  systems  and  networks.  The  Company has and intends to
continue selectively acquire,  upgrade and consolidate the capabilities of these
systems  such that the sum of the whole  will be greater  than its  parts.  Each
acquired  system will  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.

Plan of Operations

At June 30, 2008,  we had $117,494  cash on hand. We intend to use our operating
cash flow to  continue to support  operations.  We intend to continue to develop
the business opportunity through acquisition and organic growth. The development
of the business  opportunity  includes  continued  marketing efforts and product
testing over the next twelve months.

On  January  1,  2008,  the  Company  acquired  certain  assets,  stock  and the
businesses from two cable TV companies ("Chula Vista Cable,  Ltd." and "National
City Cable, Inc.") both located in the San Diego metropolitan area (the "January
2008  Acquisition").  The two  entities  combined  serve over 3,400  subscribers
offering  cable TV, high speed and phone (Voice over  Internet  Protocol,  VoIP)
services.

The  combined  entities  were  acquired  for a total  of $5.0  million,  paid in
$750,000  of cash,  2.5  million  shares  of  Class A  Preferred  stock  with an
estimated  fair value of  $2,500,000  and $1.75  million in the form of a 3-year
balloon note bearing interest at 6%, paid quarterly (see Note 2).

On the effective  date, the estimated  value of the preferred stock if converted
to common  was  $400,000.  For  accounting  purposes,  based on the value of the
stock,  cash and note, the  transaction  was recorded on the books at $2,900,000
based on the fair market value of the Company's common stock as of completion of
the acquisitions on January 1, 2008.

On July 28, 2008, NexHorizon Communications,  Inc. announced it has entered into
a Letter Of Intent to acquire Phoenix Communications Inc. (dba Pine River Cable)
headquartered  in McBain,  Michigan.  Pine River provides  cable  television and
wireless  Internet  services to more than 2,500 customers  located in and around
McBain, Michigan. The transaction is contingent upon completion of due diligence
and audit.

<PAGE>

We are  dependent  on  raising  additional  equity  and/or,  debt  to  fund  any
negotiated  settlements  with our  outstanding  creditors  and meet our  ongoing
operating  expenses.  There is no  assurance  that we will be able to raise  the
necessary  equity  and/or  debt  that  we will  need  to be  able  to  negotiate
acceptable  settlements  with our  outstanding  creditors  or fund  our  ongoing
operating expenses.  We cannot make any assurances that we will be able to raise
funds through such activities.

Results of Operations

For the Six Months  Ended June 30, 2008  Compared  to Six Months  Ended June 30,
2007

Net Sales

Net sales were  $948,431  for the six months  ended June 30,  2008,  compared to
$153,340 for the six months ended June 30, 2007.  All sales were a result of our
activities involving cable systems and networks.  The $795,091 increase in sales
is directly  attributed to the  acquisition of the two San Diego cable companies
acquired effective January 1, 2008.

Operating Expenses

Operating  expenses  were  $1,522,812  for the six months  ended June 30,  2008,
compared to $1,390,739  for the six months ended June 30, 2007.  The increase of
$132,073,  was a result of the acquisition of the two San Diego cable companies,
offset by a one-time  impairment of goodwill of  $1,200,000 in 2007.  During the
six months  ended June 30,  2008,  salary  expenses  include  $274,667  non-cash
compensation related to salaries of certain members of management paid in common
stock rather than cash.

Operating  expenses also include other  general and  administrative  expenses of
$1,036,169 compared to $105,171 for the six months ended June 30, 2008 and 2007,
respectively.  Our other general and  administrative  expense for the six months
ended  June 30,  2008,  approximately  $524,462  was for legal,  consulting  and
professional  services  representing  approximately  51% of  other  general  and
administrative expenses. The remaining other general and administrative expenses
principally consists of compensation expense.

Results of Operations -Three Months Ended June 30, 2008 Compared to Three Months
Ended June 30, 2007

Net Sales
Net sales were  $475,267 for the three  months ended June 30, 2008,  compared to
$97,714 for the three months ended June 30, 2007. All sales were a result of our
activities involving cable systems and networks.  The $377,553 increase in sales
is directly  attributed to the  acquisition of the two San Diego cable companies
acquired effective January 1, 2008.

Operating Expenses

Operating  expenses  were  $742,737  for the three  months  ended June 30, 2008,
compared to $1,282,566 for the three months ended June 30, 2007. The decrease of
$539,829 was a direct result of a one-time  impairment of goodwill of $1,200,000
in 2007 from the 2007 acquisition of cable TV systems,  offset by an increase in
salaries and other general and administrative expenses.  During the three months
ended June 30, 2008, salary expenses  included a $105,917 non-cash  compensation
related to salaries of certain members of management paid in common stock rather
than cash.

Operating  expenses also include other  general and  administrative  expenses of
$501,449 compared to $13,127, for the three months ended June 30, 2008 and 2007,
respectively.  Our other general and administrative expense for the three months
ended  June 30,  2008,  approximately  $262,147  was for legal,  consulting  and
professional  services  representing  approximately  52% of  other  general  and
administrative  expenses.  . The  remaining  other  general  and  administrative
expenses principally consists of compensation expense.

Liquidity and Capital Resources

As of June 30, 2008,  the Company has a working  capital  deficit of $2,848,047.
Management  recognizes the Company must generate additional  resources to enable
it to continue  operations.  The Company will  continue to seek working  capital

<PAGE>

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.

Cash flow from  operations  during the six months ended June 30, 2008,  included
net losses of $1,534,174 adjusted for non-cash items of $390,657 in depreciation
and amortization  expense,  $507,155 of stock compensation,  $255,418 of accrued
interest added to notes payable.

Cash flow from  operations  during the six months ended June 30, 2007,  included
net losses of $1,440,157  adjusted for non-cash items of $97,659 in depreciation
and amortization expense.

In January 2008, the Company executed a three-year  debenture for  approximately
$1,760,000.  The debenture is repaid with interest only for the first six months
and then with  principal  and interest  payments  during the  remaining  months.
Payments are made monthly at the higher of 11.5% or prime plus 4%.

A portion of the  debenture  proceeds was used to acquire two cable TV companies
located  in the San  Diego  metropolitan  area  ("Chula  Vista  Cable,  Ltd" and
"National  City Cable,  Inc.") on January 1, 2008.  The combined  entities serve
over  3,400  subscribers  representing  approximately  $1.6  million  in  annual
historical  revenue.  The combined  entities were acquired for $750,000 of cash,
2.5 million shares of Series A Preferred  stock  convertible to common after the
one year  anniversary  from the transaction and $1.75 million in the form of a 3
year balloon note bearing interest at 6% annually, paid quarterly.

On July 28, 2008, NexHorizon Communications,  Inc. announced it has entered into
a Letter Of Intent to acquire Phoenix Communications Inc. (dba Pine River Cable)
headquartered  in McBain,  Michigan.  Pine River provides  cable  television and
wireless  Internet  services to more than 2,500 customers  located in and around
McBain, Michigan. The transaction is contingent upon completion of due diligence
and audit.

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 six months ended June 30, 2008.

<PAGE>

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES.

Disclosures Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure  controls and  procedures,  as such term is defined
under Rule 13a-15(e)  promulgated under the Securities  Exchange Act of 1934, as
amended  (the  Exchange  Act).  As a result of this  evaluation,  we  identified
material  weaknesses  in our  internal  control over  financial  reporting as of
December 31, 2007.  Accordingly,  we concluded that our disclosure  controls and
procedures were not effective as of December 31, 2007.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  our Chief Executive
Officer has  concluded  that our  disclosure  controls  and  procedures  are not
effective  in  timely  alerting  them to  material  information  required  to be
included in our periodic SEC filings and to ensure that information  required to
be disclosed in our periodic SEC filings is accumulated and  communicated to our
management,  including our Chief Executive  Officer,  to allow timely  decisions
regarding  required  disclosure  as a result of the  deficiency  in our internal
control over financial reporting discussed below.

The material  weakness  identified  in our annual  report on Form 10-KSB for the
year  ended  December  31,  2007  was  related  to a lack  of  accounting  staff
responsible  for  the  authorization,  processing,  approval  and  reporting  of
transactions as well as the overall financial reporting process.


ITEM 4T. CONTROLS AND PROCEDURES.

Management's Quarterly Report on Internal Control over Financial Reporting.

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial reporting.  Our management conducted an evaluation of the
effectiveness  of our internal  control over  financial  reporting  based on the
framework in Internal  Control -  Integrated  Framework  ("ICFT")  issued by the
Committee of Sponsoring  Organizations of the Treadway Commission.  Based on our
evaluation,  management has concluded,  as of June 30, 2008, we did not maintain
effective  controls  over the  financial  reporting  process  because we had the
following deficiencies:

     1. Shortage of qualified information technology, IT personnel and financial
reporting personnel due to limited financial  resources.  This material weakness
can lead to the following:

     - an inability to ensure there is timely  analysis and review of accounting
records, spreadsheets, and supporting data; and

     - an  inability to  effectively  monitor  access to, or maintain  effective
controls over changes to,  certain  financial  application  programs and related
data.

Management has determined that these control  deficiencies  constituted material
weaknesses in our internal  control over financial  reporting as of December 31,
2007 and June  30,  2008.  A  material  weakness  is a  control  deficiency,  or
combination  of control  deficiencies,  in ICFR such that there is a  reasonable
possibility  that a material  misstatement  of our  annual or interim  financial
statements  will not be  prevented or detected on a timely basis by employees in
the normal course of their assigned functions.

Notwithstanding  these  material  weaknesses,  we believe that the  consolidated
financial  statements  included in this report fairly  present,  in all material
respects,  our consolidated  financial  position and results of operations as of
and for the quarter ended June 30, 2008.

<PAGE>

Remediation of Material Weakness

As discussed in  Management's  Annual Report on Internal  Control over Financial
Reporting,  as of December  31,  2007,  there were  material  weaknesses  in our
internal control over financial reporting.  To the extent reasonably possible in
our current financial  condition,  we have authorized the addition of additional
staff  members to the finance  department  to ensure  that there are  sufficient
resources  within  the  department  to  prepare  our  financial  statements  and
disclosures in accordance with accounting  principles  generally accepted in the
United  States of America.  We are in the process of analyzing our processes for
all business units and the  establishment of formal policies and procedures with
necessary  segregation of duties,  which will establish  mitigating  controls to
compensate for the risk due to lack of segregation  of duties.  In addition,  we
are evaluating the necessary steps to improve the financial  reporting of all of
our business units and we are in the initial planning phase of upgrading,  where
possible,  certain of our information  technology  systems  impacting  financial
reporting.  We are currently  analyzing  the  financial  impact of the hiring of
information  technology  management staff that is adequately qualified to ensure
that the IT general computing  controls are effective over our systems impacting
financial reporting.

Through these steps, we believe we are addressing the deficiencies that affected
our internal  control over financial  reporting as of December 31, 2007 and June
30,  2008.  However,  the  effectiveness  of any system of internal  controls is
subject to inherent  limitations and there can be no assurance that our internal
control over financial reporting will prevent or detect all errors.  Because the
remedial actions require hiring of additional  personnel,  upgrading  certain of
our information technology systems, and relying extensively on manual review and
approval,  the  successful  operation  of these  controls  for at least  several
quarters  may be required  before  management  may be able to conclude  that the
material  weakness  has been  remediated.  We intend to continue to evaluate and
strengthen  our  ICFR  systems.  These  efforts  require  significant  time  and
resources. If we are unable to establish adequate ICFR systems, we may encounter
difficulties  in  the  audit  or  review  of  our  financial  statements  by our
independent public accountants, which in turn may have a material adverse effect
on our ability to prepare  financial  statements in accordance  with GAAP and to
comply with our SEC reporting obligations.

Beginning in the quarter  ended June 30, 2008,  we initiated and began to change
our internal  control over financial  reporting to remediate the  aforementioned
deficiency  and to  strengthen  our internal  control  processes,  including the
seeking of  additional  accounting  staff and/or the  consultation  with outside
resources as we deem  appropriate.  During the quarter  ended June 30, 2008,  we
purchased and installed a billing  software  package  throughout the Company and
its  subsidiaries.  Subsequent  to the quarter ended June 30, 2008, we purchased
and implemented an accounting  software  package  throughout the Company and its
subsidiaries.  We have  incurred  approximately  $30,000 to date in  remediation
costs. The aggregate costs of remediation are unknown at this time.


                          PART II. - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

While the Company is not formally engaged in any litigation,  legal  proceedings
or claims, it is involved in resolving the following issues:

     - The Company is currently in negotiations  regarding  final  settlement of
     termination  cost from an acquisition  agreement.  The Company has included
     approximately  $65,000  in  accrued  expenses  at  June  30,  2008  in  the
     accompanying consolidated balance sheet related to these claims.

     - The Company is currently in  negotiations  regarding final repayment of a
     promissory note from an individual.  The Company has included approximately
     $50,000  plus accrued  interest in the  accompanying  consolidated  balance
     sheet related to this note.

     - In July 2008,  the Company  received  notice of a legal  complaint  filed
     against the Company in the District Court of Arapahoe County, Colorado. The
     complaint  alleges  that the  Company  owes funds in the amount of $70,390.
     Management has contacted  counsel  regarding the suit. No actions have been
     taken at this time on the  Company's  behalf.  The Company does not believe
     the  outcome  of this  case  will  have a  material  adverse  effect on the
     financial condition, results of operations or liquidity of the Company.

<PAGE>

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


The Company made the following  unregistered  sales of its securities from April
1, 2008 through June 30, 2008.

                           TITLE OF              NO. OF
     DATE OF SALE         SECURITIES             SHARES     CONSIDERATION
     ------------         ----------             ------     -------------

   4/1/08 - 6/30/08       Common Stock         1,410,449     Note settlement
   4/1/08 - 6/30/08       Common Stock         1,090,502     Services rendered
   4/1/08 - 6/30/08       Common Stock         1,246,078     Salaries


Exemption from Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the Act. All of the individuals  and/or
entities listed above that purchased the unregistered  securities were all known
to the Company and its management,  through pre-existing business relationships,
as long standing business  associates,  friends,  and employees.  All purchasers
were provided access to all material information,  which they requested, and all
information  necessary to verify such  information  and were afforded  access to
management of the Company in connection with their purchases.  All purchasers of
the unregistered securities acquired such securities for investment and not with
a view  toward  distribution,  acknowledging  such  intent to the  Company.  All
certificates  or  agreements  representing  such  securities  that  were  issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.


NONE


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On  July  16,  2008,  a DEF 14A was  filed  with  the  Securities  and  Exchange
Commission  to  record  the  annual  Meeting  of   Shareholders   of  NexHorizon
Communications, Inc. (the "Company") which will be held at the Company's address
located at 9737 Wadsworth Pkwy,  Westminster,  CO 80021 at 10:00 a.m.,  Mountain
Time on August 25, 2008 in order:

     1. To elect four persons to the Board of Directors for the ensuing year;

     2. To  authorize  the  officers  and  directors of the Company to amend the
Company's  Articles of  Incorporation  to increase  the number of Common  Shares
authorized from 50,000,000 to 250,000,000;

     3. To  authorize  the  officers  and  directors of the Company to amend the
Company's  Articles of  Incorporation to increase the number of Preferred Shares
authorized  from  5,000,000 to  25,000,000,  in such classes and series and with
such rights, privileges and preferences as the Board may hereafter determine;

     4. To ratify the appointment of our auditors, KMJ Corbin & Company, LLP.

<PAGE>

ITEM 5.  OTHER INFORMATION.

NONE.

ITEM 6.  EXHIBITS.

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
          302 of the Sarbanes-Oxley Act

     Exhibit 31.2  Certification of Chief Financial  Officer pursuant to Section
          302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
          Section 906 of the Sarbanes-Oxley Act

     Exhibit 32.1  Cerification  of  Principal  Financial  Officer  pursuant  to
          Section 906 of the Sarbanes-Oxley Act



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                         NexHorizon Communications, Inc.
                                  (Registrant)



                            /s/ Calvin D. Smiley Sr.
                            ---------------------------------------------
                                Calvin D. Smiley  Sr., President and Chief
                                Executive Officer


                           August 18, 2008


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

                           August 18, 2008