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


                                  FORM 10-QSB/A

                                  AMENDMENT #1


    (Mark One)

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

                For the quarterly period ended September 30, 2007

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

            For the transition period from __________ to ___________

                          Commission File No. 000-33327

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


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

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

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

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


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


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

As of October 15, 2007, there were 16,412,848  shares of the  registrant's  sole
class of common stock outstanding.

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


<PAGE>


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

PART I      FINANCIAL INFORMATION

Item 1      Financial Statements                                            3
Item 2      Management's Discussion and Analysis or Plan of Operation      20
Item 3      Controls and Procedures                                        23
Item 3A(T)  Controls and Procedures                                        24

PART II     OTHER INFORMATION

Item 1      Legal Proceedings                                              24
Item 2      Unregistered Sales of Equity Securities and Use of Proceeds    24
Item 3      Defaults upon Senior Securities                                25
Item 4      Submission of Matters to a Vote of Security Holders            25
Item 5      Other Information                                              25
Item 6      Exhibits                                                       25

SIGNATURES                                                                 26










<PAGE>

<TABLE>
<CAPTION>

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

                                                                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                                                                                 (UNAUDITED)

----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>
                                                                                                          September 30, 2007
ASSETS

Current assets:
        Accounts receivable, net                                                                                   $ 18,200
        Prepaid expenses                                                                                             98,369
        Current portion of prepaid services                                                                          15,000
                                                                                                       ---------------------
             Total current assets                                                                                   131,569

Property and equipment, net                                                                                         366,688

Other assets                                                                                                          7,618
Prepaid services, net of current portion                                                                             21,250
Intangibles, net                                                                                                    185,510
                                                                                                       ---------------------

                                                                                                                  $ 712,635
                                                                                                       =====================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
        Accounts payable                                                                                        $ 1,831,146
        Accrued interest                                                                                            309,574
        Accrued expenses                                                                                            221,746
        Current portion of notes payable, net of debt discount                                                    1,359,811
                                                                                                       ---------------------
             Total current liabilities                                                                            3,722,277

Notes payable, net of current portion                                                                               153,456
                                                                                                       ---------------------

                                                                                                                $ 3,875,733
                                                                                                       ---------------------
Commitments and contingencies

Stockholders' deficit:
        Preferred Series A stock, $0.0001 par value, 2,550,000 shares authorized;
           no shares issued and outstanding                                                                               -
        Preferred Series B stock, $0.0001 par value, 1,800,000 shares authorized;
           no shares issued and outstanding                                                                               -
        Preferred Series C stock, $0.0001 par value, 650,000 shares authorized;
           no shares issued and outstanding                                                                               -
        Common stock, $0.0001 par value, 50,000,000 shares authorized;
           16,412,848 shares issued and outstanding                                                                   1,642
        Additional paid in capital                                                                                6,862,712
        Accumulated deficit                                                                                     (10,027,452)
                                                                                                       ---------------------

        Total stockholders' deficit                                                                              (3,163,098)
                                                                                                       ---------------------

                                                                                                                  $ 712,635
                                                                                                       =====================



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

                                               3

<PAGE>

<TABLE>
<CAPTION>

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

                                                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                              (UNAUDITED)

                                                                    For The Nine Months Ended September 30, 2007 and 2006

-------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                        <C>
                                                                                  2007                      2006
                                                                          ---------------------      --------------------

Net sales                                                                            $ 262,019                  $ 20,630

Cost of sales                                                                          134,584                    16,336
                                                                          ---------------------      --------------------

Gross profit                                                                           127,435                     4,294
                                                                          ---------------------      --------------------

Operating expenses:
Salaries and related expenses                                                          254,322                   545,780
Impairment of goodwill                                                               1,200,000                         -
General and administrative expenses                                                    616,947                   873,756
                                                                          ---------------------      --------------------

          Total operating expenses                                                   2,071,269                 1,419,536
                                                                          ---------------------      --------------------

Interest expense                                                                       303,612                   252,626
Other expense                                                                              956                     5,679
                                                                          ---------------------      --------------------

Net loss                                                                          $ (2,248,402)             $ (1,673,547)
                                                                          =====================      ====================


Basic and diluted loss per common share                                                $ (0.34)                  $ (0.63)
                                                                          =====================      ====================

Weighted average number of common shares outstanding, basic
 and diluted                                                                         6,638,766                 2,666,667
                                                                          =====================      ====================







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

                                               4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                               (UNAUDITED)

                                                                    For The Three Months Ended September 30, 2007 and 2006

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

                                                                                  2007                      2006
                                                                          ----------------------    ----------------------

Net sales                                                                             $ 108,679                   $ 9,334

Cost of sales                                                                            33,168                     8,373
                                                                          ----------------------    ----------------------

Gross profit                                                                             75,511                       961
                                                                          ----------------------    ----------------------

Operating expenses:
Salaries and related expenses                                                           168,754                   182,100
General and administrative expenses                                                     511,776                   116,920
                                                                          ----------------------    ----------------------

     Total operating expenses                                                           680,530                   299,020
                                                                          ----------------------    ----------------------

Interest expense                                                                        201,861                   107,780
Other expense                                                                             1,365                     2,261
                                                                          ----------------------    ----------------------

Net loss                                                                             $ (808,245)               $ (408,100)
                                                                          ======================    ======================



Basic and diluted loss per common share                                                 $ (0.06)                  $ (0.15)
                                                                          ======================    ======================


Weighted average number of common
shares outstanding - basic and diluted                                               14,397,024                 2,666,667
                                                                          ======================    ======================










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

                                                       5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                      NEXHORIZON COMMUNICATIONS, INC. AND SUBSIDIARIES
                                                                  (formerly Y-Tel International, Inc.)
                                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                           (UNAUDITED)
                                                 For the Nine Months Ended September 30, 2007 and 2006
-------------------------------------------------------------------------------------------------------
                                                                     ----------------------------------
                                                                          2007              2006
                                                                     ---------------- -----------------
<S>                                                                  <C>                <C>
Cash flows from operating activities:
     Net loss                                                           $ (2,248,402)     $ (1,673,547)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
        Depreciation and amortization                                         48,999            19,044
        Estimated fair value of common stock issued to
            consultants for services                                          68,473           164,100
        Estimated fair value of common stock issued to
            employees                                                        242,333                 -
        Amortization of the estimated fair value of
           beneficial conversion features and warrants                       139,361                 -
        Amortization of common stock issued for prepaid services               7,500                 -
        Goodwill impairment                                                1,200,000                 -
        Changes in operating assets and liabilities:
          Accounts receivable                                                (16,729)           (2,216)
          Prepaid expenses and other assets                                   39,249           (23,610)
          Accounts payable and accrued expenses                              440,359           753,421
                                                                     ---------------- -----------------
     Net cash used in operating activities                                   (78,857)         (762,808)
                                                                     ---------------- -----------------
Cash flows from investing activities:
     Purchase of property and equipment                                      (18,304)           (7,236)
     Cash acquired in acquisition                                             27,398                 -
     Advances under note receivable                                                -           (88,751)
                                                                     ---------------- -----------------
     Net cash (used in) provided by investing activities                       9,094           (95,987)
                                                                     ---------------- -----------------
Cash flows from financing activities:
     Issuance of common stock for cash                                        46,000           190,500
     Proceeds from the exercise of warrants                                        -           297,600
     Proceeds from issuance of notes payable                                  25,000           370,780
     Payments on notes payable                                                (1,623)                -
                                                                     ---------------- -----------------
     Net cash provided by financing activities                                69,377           858,880
                                                                     ---------------- -----------------
Decrease in cash                                                                (386)               85

Cash at beginning of period                                                      386               448
                                                                     ---------------- -----------------
Cash at end of period                                                            $ -             $ 533
                                                                     ================ =================
Supplemental  disclosure of cash flow  information -
     Cash paid during the period for:
        Interest                                                                 $ -               $ -
                                                                     ================ =================
        Income taxes                                                             $ -               $ -
                                                                     ================ =================
Supplemental schedule of noncash investing and financing activities:
     Goodwill acquired in acquisition                                    $ 1,200,000               $ -
                                                                     ================ =================
     Acquisition of fixed assets included in accounts payable              $ 148,138               $ -
                                                                     ================ =================
     Fixed assets acquired in acquisition                                   $ 46,200          $ 49,400
                                                                     ================ =================
     Intangible asset acquired in acquisition                              $ 100,000         $ 100,600
                                                                     ================ =================
     Estimated fair value of beneficial conversion feature
        and warrants                                                        $ 69,394               $ -
                                                                     ================ =================
     Estimated fair value of common stock issued upon conversion
        of accounts payable                                                 $ 16,801         $ 590,998
                                                                     ================ =================
     Esimated fair value of common stock issued upon conversion
        of notes payable and accrued interest                              $ 164,456         $ 507,480
                                                                     ================ =================
     Reclassification of accrued interest to note payable                  $ 183,233               $ -
                                                                     ================ =================
     Issuance of note payable for prepaid consulting                       $ 124,000               $ -
                                                                     ================ =================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                               6

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)


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

Management's Representation
---------------------------

The accompanying  unaudited condensed  consolidated financial statements include
the  accounts  of  NexHorizon  Communications,  Inc.  (formerly  known  as Y-Tel
International,   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  report on Form
8-K/A filed on June 29, 2007 and pursuant to the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B  promulgated  by the United States  Securities and
Exchange Commission ("SEC").  Interim financial statements do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of management,  the accompanying  unaudited  condensed  consolidated
financial  statements  contain  all  adjustments  (all of which  are of a normal
recurring nature,  including the elimination of intercompany accounts) necessary
to present fairly the financial  position,  results of operations and cash flows
of the Company for the periods indicated.  Interim results of operations are not
necessarily  indicative  of the results to be expected  for the full year or any
other  interim  periods.   These  unaudited  condensed   consolidated  financial
statements  should be read in  conjunction  with the  financial  statements  and
footnotes  thereto contained in the Company's current report on Form 8-K/A filed
on June 29, 2007.

Nature of Business
------------------

Consolidated  Pictures Corp, ("CPC") was incorporated in Delaware on January 16,
2001.  On October  13,  2004,  CPC  acquired  all of the issued and  outstanding
capital  stock  of Y-Tel  International,  Inc.  ("Y-Tel")  in a  reverse  merger
transaction.  On December 26, 2004, CPC changed its name to Y-Tel International,
Inc. In January 2007, Y-Tel changed its name to NexHorizon Communications,  Inc.
("NexHorizon"  or the  "Company")  and  affected  a one for eight  and  one-half
reverse stock split of its common stock and a one for four and one-half  reverse
stock split of its preferred  stock. The financial  statements  presented herein
have been  restated to reflect the reverse  stock split as if it had occurred at
the beginning of each period presented.

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

On October 17, 2006, NexHorizon Communications, Inc. ("NexHorizon") entered into
an  agreement  of Plan of  Reorganization  ("Merger")  with  Sunrise  Television
Network,  Inc.  ("STN").  The Merger was effective June 30, 2007 (the "Effective
Date") based on all contingencies of the acquisition being resolved. Immediately
prior to the Effective  Date,  NexHorizon had 11,200,035  shares of common stock
issued and outstanding and no preferred stock issued and  outstanding.  Pursuant
to the Merger,  all of the outstanding  common shares of STN were exchanged into
2,666,667  shares of  NexHorizon  common  stock.  Immediately  after the Merger,
NexHorizon had 13,866,702  shares of common stock issued and  outstanding and no
shares of preferred stock issued and outstanding.

Subsequent  to entering  into the Merger and prior to the  Effective  Date,  the
Company  issued an  aggregate of 566,667  shares of Series A preferred  stock to
former  members of management of STN as  compensation  for resigning  from their
positions at STN and accepting  management and board positions with the Company.
As a result,  the Company  recorded the Merger as a "reverse merger" whereby STN
was considered to be the accounting acquirer and retained control of the Company
after the Merger. The historical financial  information contained herein is that
of STN (the accounting acquirer).

                                       7

<PAGE>


                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

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

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

Going Concern
-------------

The Company's interim unaudited condensed  consolidated financial statements for
the three and nine months ended September 30, 2007 have been prepared on a going
concern basis,  which  contemplates the realization of assets and the settlement
of liabilities  and  commitments  in the normal course of business.  The Company
reported a net loss of $2,248,402 for the nine months ended  September 30, 2007,
had  negative  working  capital  of  $3,590,708  and an  accumulated  deficit of
$10,027,452 at September 30, 2007.

Management  recognizes the Company must generate additional  resources to enable
it to support continuing  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.

In April 2007,  the  Company  prepared  an  Offering  Memorandum  to raise up to
$1,000,000 in equity financing. The Company is selling units at $2,000 per unit.
A unit consists of 10,000 restricted common shares and a Class A warrant with an
exercise  price of $0.40 per share for three years and a Class B warrant with an
exercise  price of $0.75 per share for five  years,  respectively.  Prior to the
Effective  Date,  the Company has sold 81.5 units under the Offering  Memorandum
and received proceeds of $162,000, net of offering costs of $1,000.

As of November 15,  2007,  the Company has sold an aggregate of 84.0 units under
the Offering Memorandum and received gross proceeds of $168,000.

Fair Value of Financial Instruments
-----------------------------------

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

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosure of the contingent  assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting periods.  Significant estimates made by management include,
among others,  the  realizability of accounts  receivable and prepaid  services,
recoverability of long-lived assets and the valuation of stock options, warrants
and deferred tax assets. Actual results could differ from these estimates.

Concentration of Credit Risk
----------------------------

Financial  instruments,  which potentially subject the Company to concentrations
of credit risk, consist of cash and accounts receivable.  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
September  30,  2007,  the Company did not have any  accounts  with  balances in
excess of the FDIC insurance limits.

The Company offers 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 will monitor its exposure for credit losses and maintain
allowances for anticipated losses, if required.  Although the Company expects to
collect amounts due, actual collections may differ from the estimated amounts.

                                       8

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLDIATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

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

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.

No customer accounted for greater than 10% of the Company's net sales during the
three and nine months ended September 30, 2007 and 2006. One customer  accounted
for the entire accounts receivable balance at September 30, 2007.

Property and Equipment
----------------------

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

Long-Lived Assets
-----------------

The Company's management assesses the recoverability of its long-lived assets by
determining  whether the depreciation and amortization of long-lived assets over
their remaining lives can be recovered  through  projected  undiscounted  future
cash flows. The amount of long-lived asset impairment, if any, is measured based
on fair  value and is charged to  operations  in the period in which  long-lived
asset  impairment  is  determined  by  management.  At September  30, 2007,  the
Company's  management  believes there is no impairment of its long-lived assets.
There can be no assurance,  however,  that market  conditions will not change or
demand for the Company's products and services will continue, which could result
in additional impairment of long-lived assets in the future.

Revenue Recognition
-------------------

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

Stock-Based Compensation
------------------------

At September 30, 2007, the Company had two  stock-based  compensation  plans. No
stock-based  employee  compensation  cost was  recognized  in the  statements of
operations  for the  periods  ended  September  30, 2007 and 2006 as all options
granted to employees under the plans were fully vested prior to January 1, 2006.

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

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

                                       9

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (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 quarter ended
September 30, 2007 and 2006, there was no excess tax benefit to the Company.

Issuance of Stock for Non-Cash Consideration
--------------------------------------------

All issuances of the Company's common stock for non-cash consideration have been
assigned a dollar amount  equaling  either the market value of the shares issued
or the value of consideration  received whichever is more readily  determinable.
The  majority  of the  non-cash  consideration  received  pertains  to  services
rendered by  consultants  and others and has been valued at the market  value of
the shares  issued.  In certain  issuances,  the Company may  discount the value
assigned to the stock issued for  illiquidity and  restrictions  on resale.  The
Company's  accounting  policy for equity  instruments  issued to consultants and
vendors in exchange for goods and services  follows the  provisions  of Emerging
Issues Task Force ("EITF") No. 96-18, Accounting for Equity Instruments That are
Issued to Other Than  Employees for Acquiring,  or in Conjunction  with Selling,
Goods or  Services,  and EITF No.  00-18,  Accounting  Recognition  for  Certain
Transactions  Involving Equity Instruments Granted to Other Than Employees.  The
measurement  date  for the  fair  value  of the  equity  instruments  issued  is
determined at the earlier of (i) the date at which a commitment for  performance
by the  consultant or vendor is reached or (ii) the date at which the consultant
or vendor's performance is complete. In the case of equity instruments issued to
consultants, the fair value of the equity instrument is recognized over the term
of the consulting agreement.  In accordance to EITF No. 00-18, an asset acquired
in exchange for the issuance of fully vested,  nonforfeitable equity instruments
should not be presented or  classified  as an offset to equity on the  grantor's
balance  sheet once the equity  instrument is granted for  accounting  purposes.
Accordingly,  the Company  recorded  the fair value of the common  stock  issued
prior to the Effective Date for future  consulting  services as prepaid services
in its condensed consolidated balance sheet (see Note 6).

Income Taxes
------------

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

                                       10

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

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

recognized  in  operations  in the period that  includes the  enactment  date. A
valuation  allowance is provided  for certain  deferred tax assets if it is more
likely than not that the Company  will not  realize  tax assets  through  future
operations.

Loss Per Share
--------------

Basic  earnings  per share  ("BEPS") is computed by dividing  loss  available to
common  stockholders by the weighted average number of outstanding common shares
during the period of  computation.  Diluted  earnings per share  ("DEPS")  gives
effect to all dilutive  potential common shares outstanding during the period of
computation.  The  computation of DEPS does not assume  conversion,  exercise or
contingent  exercise of securities  that would have an  anti-dilutive  effect on
earnings. All potentially dilutive shares,  approximately  5,620,000 and 545,000
as of September 30, 2007 and 2006, respectively, have been excluded from diluted
loss per share,  as their  effect  would be  anti-dilutive  for the periods then
ended.

Beneficial Conversion Feature
-----------------------------

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

New Accounting Pronouncements
-----------------------------

In February 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities --
Including an Amendment of FASB Statement No. 115. SFAS No. 159 permits  entities
to choose to measure many financial  instruments and certain other items at fair
value.  The objective is to improve  financial  reporting by providing  entities
with the  opportunity  to mitigate  volatility  in reported  earnings  caused by
measuring  related assets and  liabilities  differently  without having to apply
complex hedge accounting provisions.  SFAS No. 159 also establishes presentation
and disclosure  requirements  designed to facilitate comparison between entities
that choose  different  measurement  attributes  for similar types of assets and
liabilities.  The Company  will adopt SFAS No. 159 in the first  quarter of 2008
and is still  evaluating  the  effect,  if any,  on its  consolidated  financial
position and consolidated results of operations.

In July  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes--an  interpretation  of FASB Statement No. 109 ("FIN
48"),  which  clarifies the accounting  and  disclosure  for  uncertainty in tax
positions,  as  defined.  FIN 48 seeks  to  reduce  the  diversity  in  practice
associated with certain  aspects of the  recognition and measurement  related to
accounting for income taxes.  The Company is subject to the provisions of FIN 48
as of January 1, 2007. The Company believes that its income tax filing positions
and  deductions  will  be  sustained  on  audit  and  does  not  anticipate  any
adjustments  that will result in a material  change to its  financial  position.
Therefore,  no reserves for uncertain  income tax  positions  have been recorded

                                       11

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

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

pursuant to FIN 48. The cumulative  effect,  if any, of applying FIN 48 is to be
reported as an  adjustment  to the opening  balance of retained  earnings in the
year of  adoption.  The Company did not record a  cumulative  effect  adjustment
related to the  adoption  of FIN 48.  Tax years  since  1992  remain  subject to
examination  by the major tax  jurisdictions  in which the Company is subject to
tax. The Company's policy for recording  interest and penalties  associated with
income-based tax audits is to record such items as a component of income taxes.


NOTE 2 - ACQUISITIONS
---------------------

Effective  April 1, 2006, the Company  purchased  certain assets and subscribers
from a bank in Colorado  (the "April 2006  Acquisition").  The assets  include a
wireless cable TV license located in southeast Colorado.

The Company  purchased the assets with a note payable in the amount of $150,000.
The note accrues  interest at a rate of 12% per annum.  The note is currently in
default and the Company is negotiating  with the note holder for an extension to
the first quarter of 2008.

The acquisition has been accounted for using the purchase method of accounting.

The following represents an allocation of the purchase price over the historical
net book value of the acquired assets and license (which approximate fair value)
as of April 1, 2006, the acquisition date:

         Property and equipment                               $ 49,400
         FCC License                                           100,600
                                                             ----------
                                                              $150,000
                                                             ==========

Effective February 1, 2007, the Company purchased certain assets and subscribers
from a cable TV company  located  in  southeast  Colorado  (the  "February  2007
Acquisition").  The assets  include 12 systems  offering cable TV and high speed
services in certain locations.

The  Company  purchased  the assets  through the  issuance of 368,572  shares of
Y-Tel's common stock valued at $146,200 based on the estimated fair value on the
measurement  date.  Prior to the  Effective  Date,  the Company had recorded the
purchase price of the February 2007 Acquisition as a due to Y-Tel, which balance
was eliminated in consolidation upon the Effective Date.

The acquisition has been accounted for using the purchase method of accounting.

The following represents an allocation of the purchase price over the historical
net book value of the acquired  assets as of February 1, 2007,  the  acquisition
date:

         Property and equipment                                   $46,200
         Subscriber list                                          100,000
                                                                ----------
                                                                 $146,200
                                                                ==========

As discussed in Note 1,  effective  June 30, 2007,  NexHorizon  entered into the
Merger with STN. Pursuant to the Merger, all of the outstanding common shares of
STN were exchanged into 2,666,667 shares of NexHorizon common stock. The Company
recorded the Merger as a "reverse  Merger"  whereby STN was considered to be the
accounting acquirer and retained control of the Company after the Merger.

The following represents an allocation of the purchase price over the historical
net book value of the acquired  assets and  liabilities  of Y-Tel as of June 30,
2007, the effective date of the Acquisition:

        Cash                                                 $        27,398
        Prepaid expenses and other current assets                     56,913
        Property and equipment, net                                  147,450
        Other assets                                                   2,925
        Accounts payable and accrued expenses                      (732,570)
        Notes payable                                              (144,146)
                                                        ----------------------
           Net tangible liabilities assumed                        (642,030)
        Goodwill (1)                                               1,200,000
                                                        ----------------------
                                                              $    $ 557,970
                                                        ======================

                                       12

<PAGE>
                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)
NOTE 2 - ACQUISITIONS (Continued)
---------------------------------

(1)      Amount was  determined  based on the estimated fair value of the common
         stock held by  non-affiliates  of NexHorizon at the Effective  Date, as
         such was a more readily determinable approximation of fair value due to
         the  underlying  shares being  publicly  traded.  However,  the Company
         immediately  recognized  an impairment of the goodwill in the amount of
         $1,200,000 based on the underlying value of the acquired assets.

The unaudited pro forma combined historical results, as if Y-Tel, the April 2006
Acquisition  and the  February  2007  Acquisition  had been  acquired  as of the
beginning of the periods presented, are estimated as follows:


                                 Nine Months Ended          Nine Months Ended
                                September 30, 2007         September 30, 2006
                              ------------------------   -----------------------

    Net sales                   $             284,924      $             248,625
    Net loss                    $         (2,140,867)      $           (286,635)
    Weighted average common
      shares outstanding:
         basic and diluted                 14,050,554                 13,866,702
    Loss per share:
         basic and diluted      $               (.15)      $               (.02)


                               Three Months Ended         Three Months Ended
                               September 30, 2007         September 30, 2006
                             ------------------------   ------------------------
 Net sales                     $              88,123      $              82,875
 Net loss                      $           (754,478)      $            (95,545)
 Weighted average common
   shares outstanding:
      basic and diluted                   14,397,024                 13,866,702
 Loss per share:
      basic and diluted        $               (.05)      $               (.01)

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.

Potential Acquisition
---------------------

In May 2007, the Company executed a management  agreement with Chula Vista Cable
and National  City Cable for a period not to exceed 120 days  effective  June 1,
2007.  The agreement  will cover all  management  functions  for both  entities'
operations.  The Company also executed an Asset  Purchase  Agreement  with Chula
Vista Cable for the entire business,  while executing a Stock Purchase Agreement
with  National City Cable for 100% of its issued and  outstanding  shares for an
aggregate of $5,000,000. Both companies provide cable TV and high speed Internet
services in the San Diego greater  metropolitan  area.  Both  transactions  were
executed and are held in escrow  pending  completion  of financing and financial
statement audit.  During the three and nine months ended September 30, 2007, the
Company recognized management fee revenue of $25,000 and $35,000,  respectively.
The management agreement contract has been extended to November 30, 2007.

                                       13

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)


NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

During the nine months ended  September 30, 2007,  the Company  entered into the
following related party transactions:

     o   Issued an aggregate of $40,000 in notes payable  ranging from 12% - 18%
         to a director  of the  Company.  The notes  included  the  issuance  of
         148,527  warrants  ranging from $0.40 - $0.75 per warrant ranging three
         to five years (see Note 4).

NOTE 4 - NOTES PAYABLE
----------------------

In August 2007,  the Company  entered into a settlement  agreement  related to a
note  payable  issued  in 2005,  in which  principal  and  accrued  interest  of
approximately  $921,000 will be converted  into shares of the  Company's  common
stock. In accordance  with the  settlement,  the Company agreed to six quarterly
payments of approximately $153,000, plus interest,  beginning September 30, 2007
through  the  issuance of the  Company's  common  stock at its fair value.  Each
quarterly payment of principal and interest will be based on the average closing
price five days prior to the payment date.  Accordingly,  on September 30, 2007,
the Company  issued 650,236  shares of common stock or  approximately  $0.24 per
share. The outstanding balance at September 30, 2007 was $767,277.

In August 2007, the Company issued a one year  convertible note payable totaling
$25,000,  bearing  interest  at 20% per  annum.  The  convertible  note,  at the
holder's  option,  may be converted into  restricted  common shares at $0.10 per
share. In connection with the issuance,  the Company recorded a debt discount of
$25,000,   consisting  of  a  beneficial  conversion  feature.  The  Company  is
amortizing  the discount  over the life of the note.  The Company has  amortized
$3,767 to interest  expense  during the period ended  September  30,  2007.  The
outstanding  balance of the note was $3,767, net of debt discount of $21,233, at
September 30, 2007.

In August 2007, the Company issued a $124,000,  7% convertible  note payable for
consulting services, maturing in February 2008. The note is convertible into the
Company's common stock at $0.20 per share. The outstanding  balance at September
30, 2007 was $123,000.

In June 2007, the Company assumed a $15,000 12% convertible note payable,  dated
March 2007, to a director in connection with the Merger.  The  convertible  note
had a term of 90 days and has been  extended  through June 2008.  In  connection
with the  issuance of the  convertible  note,  the Company  issued two  warrants
exercisable for 37,500 shares each. The first 37,500 share warrant has a term of
one year and an  exercise  price of $0.40 per  share.  The second  37,500  share
warrant  has a term of two years and an exercise  price of $0.75 per share.  The
related  debt  discount  was  fully  amortized  as of the  Effective  Date.  The
outstanding balance was $15,000 at September 30, 2007.

In June 2007, the Company  assumed notes  payable,  dated March 2007, to various
financial  institutions  for an  aggregate  of  $57,346 in  connection  with the
Merger,  collateralized  by  automobiles.  The  notes  bear  interest  at annual
interest  rates  ranging from 0% to 2.9%.  Principal  and interest is payable in
monthly  installments  ranging  from  $472  to $532  through  May  2012  and the
outstanding balance was $56,723 at September 30, 2007.

                                       14

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

NOTE 4 - NOTES PAYABLE Continued
--------------------------------

In March 2007, the Company issued a five month convertible note payable totaling
$25,000,  bearing  interest at 25% per annum and matured in August  2007,  which
replaced a previously issued note in the same amount. The holder may convert the
Note to common shares at $0.25 per share. The note also included the issuance of
a warrant to purchase  50,000 shares of the Company's  common stock at $0.50 per
share and a warrant to purchase  50,000 shares of the Company's  common stock at
$0.75 per share. The warrants expire in March 2008 and March 2009, respectively.
In  connection  with the  issuance,  the  Company  recorded a debt  discount  of
$12,024,  consisting  of a  beneficial  conversion  feature  of  $2,012  and the
relative  fair value of the  warrant  of  $10,012.  The  Company  amortized  the
discount  during the period ended  September 30, 2007. As of September 30, 2007,
the  Company  is in  default  under  the note and the  outstanding  balance  was
$25,000.

In  February  2007,  the Company  issued a six month  convertible  note  payable
totaling $100,000, bearing interest at 25% per annum and matured in August 2007,
which  replaced a  previously  issued  note in the same  amount.  The holder may
convert the Note to common shares at $0.25 per share. The note also included the
issuance of a warrant to purchase  200,000 shares of the Company's  common stock
at $0.50 per share and a warrant to  purchase  200,000  shares of the  Company's
common  stock at $0.75 per  share.  The  warrants  expire in  February  2008 and
February  2009,  respectively.  In  connection  with the  issuance,  the Company
recorded a debt  discount  of $47,808,  consisting  of a  beneficial  conversion
feature of $7,904 and the relative  fair value of the  warrants of $39,904.  The
Company amortized the discount during the period ended September 30, 2007. As of
September 30, 2007, the Company is in default under the note and the outstanding
balance was $100,000.

In  February  2007,  the Company  issued a six month  convertible  note  payable
totaling $20,000,  bearing interest at 12% per annum and matured in August 2007,
which  replaced a  previously  issued  note in the same  amount.  The holder may
convert the note to common shares at $0.25 per share. The note also included the
issuance of a warrant to purchase 40,000 shares of the Company's common stock at
$0.50 per share and a warrant to purchase 40,000 shares of the Company's  common
stock at $0.75 per share.  The  warrants  expire in February  2008 and  February
2009, respectively. In connection with the issuance, the Company recorded a debt
discount of $9,562,  consisting of a beneficial conversion feature of $1,581 and
the  relative  fair value of the warrant of $7,981.  The Company  amortized  the
discount  during the period ended  September 30, 2007. As of September 30, 2007,
the  Company  is in  default  under  the note and the  outstanding  balance  was
$20,000.

The Company assumed a $25,000, 18% note payable to a director in connection with
the  Merger.  The  original  note had a term of 180  days and has been  extended
through  March 2008. In  connection  with the issuance of the note,  the Company
issued a warrant  exercisable  for 73,527 shares.  The warrant has a term of one
year and an  exercise  price of $0.40 per share.  The  acquired  note had a debt
discount  of $1,616 at the  Effective  Date,  which was  amortized  to  interest
expense during the period ended September 30, 2007. The debt discount related to
a BCF and the relative fair value of the warrants.  The  outstanding  balance at
September 30, 2007 was $25,000.

                                       15

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

NOTE 4 - NOTES PAYABLE (Continued)
----------------------------------

The Company  assumed a one year  convertible  note payable  totaling  $50,000 in
connection  with the Merger,  bearing  interest  at 7.5% per annum.  The note is
convertible  into the Company's common stock at $0.17 per share. The Convertible
Note also included a warrant to purchase  23,529 shares of the Company's  common
stock,  exercisable  at $0.17 per share.  In January 2007 the  convertible  note
holder exercised its warrants.  The acquired note had a debt discount of $14,584
at the effective date, which was amortized to interest expense during the period
ended  September 30, 2007.  The debt discount  relates to a BCF and the relative
fair value of warrants.  From the maturity  date the  convertible  note has been
extended  under the same  terms for an  additional  180  days.  The  outstanding
balance at September 30, 2007 was $50,000.

In  connection  with the  April  2006  Acquisition,  the  Company  has a $25,000
revolving line of credit (the "Line") with the seller. The Line matured on April
1, 2007 and  currently is in default.  The Company is currently  negotiating  an
extension  through the first quarter of 2008. The Line was provided  exclusively
for the  purchase of equipment  and  marketing  related to the acquired  assets.
Interest on outstanding  borrowings accrues at a rate of 15% per annum. The line
is secured by all of the acquired assets. As of September 30, 2007, no principal
payments  have been made  against  outstanding  borrowings  of  $25,000  and the
Company was in compliance with all loan covenants.

In August 2007, the Company issued a convertible note payable totaling  $50,000,
bearing  interest at 12% per annum and matured in August 2007,  which replaced a
previously  issued note in the same  amount.  Subsequent  to the  maturity,  the
Company  extended the note through January 2008. The holder may convert the note
to common  shares at $0.10 per share.  In  connection  with the  issuance of the
note,  the  Company  recorded  a  debt  discount  of  $50,000,  consisting  of a
beneficial  conversion  feature.  The  Company  amortized  the debt  discount to
interest  expense  through  the  original  maturity  date of  August  2007.  The
outstanding balance of the Convertible Note was $50,000 at September 30, 2007.

In August 2007, the Company issued a convertible note payable totaling  $50,000,
bearing  interest at 12% per annum and matured in August 2007,  which replaced a
previously  issued note in the same  amount.  Subsequent  to the  maturity,  the
Company  extended the note through January 2008. The holder may convert the note
to common shares at $1.00 per share. The outstanding  balance of the Convertible
Note was $50,000 at September 30, 2007.

The Company  issued a note payable in the amount of $150,000 in connection  with
the April 2006 Acquisition (see Note 2).

In the second quarter of 2006, the Company issued notes payable in the aggregate
of $52,500. The notes are due on demand and accrue interest at a rate of 12% per
annum.

                                       16

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

NOTE 5 -INTANGIBLES
-------------------
         Intangible assets consist of the following as of September 30, 2007:

<TABLE>
<CAPTION>

                                         Estimated
                              Date       Useful             Gross
                                           Life           Carrying     Accumulated   Net Carrying
                            Acquired      (Years)
                                                           Amount      Amortization     Amount
                          ---------------------------   ---------------------------------------------
<S>                          <C>            <C>       <C>               <C>            <C>
 FCC License                 4/1/06         Ten       $      100,600    $  (15,090)    $    85,510

 Customer List               2/1/07                          100,000             -         100,000
                                                        ---------------------------------------------
        Total intangible
             assets, net                              $      200,600    $  (15,090)    $   185,510
                                                        =============================================
</TABLE>

         Amortization  of  intangible  assets was  $2,515 and $2,515  during the
         three  months ended  September  30, 2007 and 2006 and $7,545 and $5,030
         during the nine months ended September 30, 2007 and 2006, respectively.


NOTE 5 -INTANGIBLES, continued
------------------------------

         The  estimated  amortization  expense  for the  next  five  years is as
follows:

               Years Ending
               December 31,
               ---------------------------------------

               2007 (three months) $           2,515
                      2008                    10,060
                      2009                    10,060
                      2010                    10,060
                      2011                    10,060

                                       17

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT)
---------------------------------------

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

In  connection  with the  acquisition  of Y-Tel,  the Company  acquired  prepaid
services from a consultant.  The Company will amortize such amount over the life
of the related agreement through December 2008.

During the quarter ended  September 30, 2007,  the Company issued 318,639 shares
of common  stock to  consultants  in  connection  with  services  provided.  The
estimated fair value of the shares was $68,473 (based on the related measurement
date),  which was expensed in the  accompanying  statement of operations for the
quarter ended September 30, 2007.

During the quarter ended  September 30, 2007, the Company issued an aggregate of
1,170,265  shares of its common  stock as  compensation  to its  employees.  The
estimated  fair  value  of  the  shares  was  $242,333  (based  on  the  related
measurement  dates),  which  was  expensed  in  the  accompanying  statement  of
operations for the quarter ended September 30, 2007.

During the quarter ended  September 30, 2007, the Company issued an aggregate of
760,236 shares of its common stock in connection with the conversion of $163,456
of notes payable principal and $1,000 of accrued interest.

During the quarter ended  September 30, 2007, the Company issued an aggregate of
67,006 shares of its common stock in connection  with the conversion of accounts
payable and accrued expenses of $16,801.  The shares of common stock were issued
at an average price of $0.25,  which represented the estimated fair value on the
respective measurement dates.

During the quarter ended  September 30, 2007, the Company issued an aggregate of
230,000 shares of its common stock for $46,000.

Options
-------

In January 2007, the Board of Directors approved the 2007 Stock Option Plan (the
"Plan").  The Plan has reserved  1,100,000 shares of the Company's common stock,
as amended.  Under  provisions  of the Plan,  the exercise  price of the options
issued under the Plan shall be  determined by the Board of Directors at the time
of grant. The exercise period shall be no more than 10 years and the awards will
vest over a period of time to be  determined  by the Board of  Directors  at the
time of grant.  As of  September  30,2007  the Company has had no grants to date
under the plan.

Warrants
--------

During the quarter ended  September 30, 2007,  the Company  granted  warrants to
purchase  an  aggregate  of  580,000  shares of the  Company's  common  stock in
connection with various notes payable (see Note 4).


                                       18

<PAGE>

                         NEXHORIZON COMMUNICATIONS, INC.
                      (formerly Y-Tel International, Inc.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (unaudited)

NOTE 7 - COMMITMENTS
--------------------

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,  except as noted below, which management
believes  could have a material  adverse  effect on the  Company's  consolidated
financial position or consolidated results of operations.


The Company is currently involved in settling the following claims:

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

            - NexHorizon is currently in negotiations regarding final settlement
              of  services  rendered.  The Company  has  included  approximately
              $36,000  in  accrued  expenses  in  the   accompanying   condensed
              consolidated balance sheet related to these claims.

Indemnities and Guarantees
--------------------------

During the normal course of business,  the Company has made certain  indemnities
and  guarantees  under which it may be required to make  payments 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
Colorado,  Florida,  and Delaware.  These indemnities include certain agreements
with the Company's officers under which the Company may be required to indemnify
such person for liabilities  arising out of their  employment  relationship.  In
connection with its facility leases, the Company has indemnified its lessors for
certain  claims  arising from the use of the  facilities.  The duration of these
indemnities  and  guarantees  varies and, in certain cases,  is indefinite.  The
majority of these  indemnities  and guarantees 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  significant  payments
for  these   obligations  and  no  liabilities  have  been  recorded  for  these
indemnities and guarantees in the accompanying consolidated balance sheet.

Consulting and Employee Agreements
----------------------------------

The Company has entered into a variety of consulting and employee agreements for
services to be provided to the Company in the ordinary course of business. These
agreements  call for minimum  salary  levels  and/or option grants and/or common
share  issuances  and various  payments  upon  performance  of  services  and/or
termination of the agreements (except for cause).

                                       19

<PAGE>


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

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

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

Results of Operations - Period Ended September 30, 2007 Compared to Period Ended
September 30, 2006

Summary

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

On October 17, 2006, Nexhorizon Communications, Inc. ("NexHorizon") entered into
an  agreement  of Plan of  Reorganization  ("Merger")  with  Sunrise  Television
Network,  Inc.  ("STN").  The Merger was effective June 30, 2007 (the "Effective
Date") based on all contingencies of the acquisition being resolved. Immediately
prior to the Effective  Date,  NexHorizon had 11,200,035  shares of common stock
issued and outstanding and no preferred stock issued and  outstanding.  Pursuant
to the Merger,  all of the  outstanding  common shares of Sunrise were exchanged
into 2,666,667 shares of NexHorizon common stock.  Immediately after the Merger,
NexHorizon had 13,866,702  shares of common stock issued and  outstanding and no
shares of  preferred  stock issued and  outstanding.  The  historical  financial
information contained herein is that of STN (the accounting acquirer).

For the Nine Months Ended September 30, 2007

Net Sales

Net sales of $262,019 were  recognized  for the nine months ended  September 30,
2007,  compared to $20,630 for the nine months ended  September  30,  2006.  The
increase is  attributed to the cable TV systems  acquired  earlier this year and
$35,000 of management  fee revenue.  Management  fees are received in connection
with a management  agreement  in place with Chula Vista Cable and National  City
Cable.

                                       20

<PAGE>

Operating Expenses

Operating expenses were $2,071,269 for the nine months ended September 30, 2007,
compared to  $1,419,536  for the nine months  ended  September  30,  2006.  This
represents  an increase of $651,733 or 46%. Of the nine months  ended  September
30, 2007 expenses,  $1,200,000  represents an impairment of goodwill  related to
the Merger.  The Company  recorded  salaries  and related  expenses for the nine
months ended September 30, 2007 of $254,322  compared to the same period 2006 of
$545,780, a decrease of $291,458 or 53%, which is a result of the Merger. Of the
Company's  general  and  administrative  expenses  for  the  nine  months  ended
September  30,  2007,  approximately  $323,577  was for  legal,  consulting  and
professional   services   representing   approximately   52%  of   general   and
administrative expenses.

Interest Expense

During the nine months ended September 30, 2007, the Company  incurred  interest
expense of $303,612 compared to $252,626 for the nine months ended September 30,
2006. Interest expense increased in the current nine month period, primarily due
to  additional  borrowings.  Included in the expense,  the Company  recorded the
amortization  of beneficial  conversion  features and the relative fair value of
warrants issued with convertible notes of $139,361 during 2007.

For the Three Months Ended September 30, 2007

Net Sales

Net sales of $108,679 was  recognized  for the three months ended  September 30,
2007,  compared to $9,334 for the three months  ended  September  30, 2006.  The
increase of $99,345 is  attributed  to the cable TV system  acquired in February
2007 and $25,000 of  management  fee  revenue.  Management  fees are received in
connection  with a  management  agreement  in place with Chula  Vista  Cable and
National City Cable.

Operating Expenses

Operating  expenses were $680,530 for the three months ended September 30, 2007,
compared to  $299,020  for the three  months  ended  September  30,  2006.  This
represents an increase of $381,510 or 128%.  The Company  recorded  salaries and
related  expenses  for the three  months  ended  September  30, 2007 of $168,754
compared  to the same  period in 2006 of  $182,100 a decrease  of $13,346 or 7%,
which is  attributable  to a reduction in staff.  Of the  Company's  general and
administrative  expense for the quarter ended September 30, 2007,  approximately
$232,522  was for  legal,  consulting  and  professional  services  representing
approximately 45% of general and administrative expenses.

Interest Expense

During the three months ended September 30, 2007,  interest expense was $201,861
compared to $107,871  for the three months ended  September  30, 2006.  Interest
expense increased in the current three month period, primarily due to additional
borrowings.  Included in the expense,  the Company  recorded the amortization of
beneficial  conversion  features and the relative fair value of warrants  issued
with convertible  notes of $139,361 during 2007,  which primarily  resulted from
the  issuance  of  new  debt  instruments   convertible  into  common  stock  of
Nexhorizon.

Liquidity and Capital Resources

On September 30, 2007,  the Company had no cash on hand.  In October  2007,  the
Company  received  funds through the payment of accounts  receivable and through
the  Company's  continuing  financing  efforts.  As of September  30, 2007,  the
Company has a working capital deficit of $3,590,708.  Management  recognizes the
Company must generate additional  resources to enable it to continue operations.
The Company will continue to seek working  capital  through the equity  markets.
The successful outcome of future fund raising activities cannot be determined at
this time,  and there is no assurance  that, if achieved,  the Company will have
sufficient  funds to execute its  intended  business  plan or generate  positive
operating results.

                                       21

<PAGE>

In April 2007,  the  Company  prepared  an  Offering  Memorandum  to raise up to
$1,000,000 in equity financing. The Company is selling units at $2,000 per unit.
A unit consists of 10,000 restricted common shares and a Class A warrant with an
exercise  price of $0.40 per share for three years and a Class B warrant with an
exercise price of $0.75 per share for five years,  respectively.  As of November
15,  2007,  the Company  has sold an  aggregate  of 84 units under the  Offering
Memorandum and received proceeds of $168,000, net of offering costs of $1,000.

In May 2007, the Company executed a management  agreement with Chula Vista Cable
and National  City Cable for a period not to exceed 120 days  effective  June 1,
2007.  The agreement  will cover all  management  functions  for both  entities'
operations.  The Company also executed an Asset  Purchase  Agreement  with Chula
Vista Cable for the entire business,  while executing a Stock Purchase Agreement
with  National  City Cable for 100% of its issued and  outstanding  shares for a
combined aggregate of $5,000,000. Both companies provide cable TV and high speed
Internet services in the San Diego greater  metropolitan area. Both transactions
were  executed and are held in escrow  pending  completion  of financing  and an
audit. The Company  recognized $35,000 of management fee revenue during the nine
months  ended  September  30,  2007.  The Company has  extended  its  management
agreement for an additional 60 days.

In August 2007,  the Company  entered into a settlement  agreement  related to a
note  payable  issued  in 2005,  in which  principal  and  accrued  interest  of
approximately  $921,000 will be converted  into shares of the  Company's  common
stock. In accordance  with the  settlement,  the Company agreed to six quarterly
payments of approximately  $153,000,  plus interest at 10% per annum,  beginning
September  30, 2007 through the issuance of the  Company's  common  stock.  Each
quarterly  payment will be based on the average closing price five days prior to
the payment date. The first payment dated September 30, 2007 represented 650,236
common shares at $0.236 per share


Going Concern

The Company's interim  financial  statements for the nine months ended September
30, 2007, have been prepared on a going concern basis,  which  contemplates  the
realization of assets and the settlement of liabilities  and  commitments in the
normal course of business. The Company reported a net loss of $2,248,402 for the
nine months ended September 30, 2007, had negative working capital of $3,590,708
an accumulated deficit of $10,027,452 as of September 30, 2007.

Plan of Operations

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

The Company  will  require  additional  capital for  acquisitions,  upgrades and
expansion of additional services. We can not make any assurances that we will be
able to raise the capital necessary to pursue our current business 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.

                                       22

<PAGE>


We Require Additional Capital for Acquiring Other Companies

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

Our Business Depends on:
    A.    The Company's ability to secure adequate funding to ensure the Company
          meets its financial objectives.

    B.    The Company's ability to acquire  strategic  companies that complement
          the company's business model.

    C.    The Company's ability to offer competitive rates to our customers.


Critical Accounting Policies

As of the date of the filing of this  quarterly  report,  we believe  there have
been no material  changes to our  critical  accounting  policies  and  estimates
during the three months ended September 30, 2007.

Item 3 - Controls and Procedures.

As of September 30, 2007, an  evaluation  was carried out under the  supervision
and with the  participation  of the  Company's  management,  including the Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of our  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under Securities  Exchange Act of 1934.) Based upon
that  evaluation,  the Chief Executive  Officer and the Chief Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures were effective.

(a) Evaluation of Disclosure Controls and Procedures. The Company carried out an
evaluation  under the  supervision and with the  participation  of the Company's
management,  including the Company's Chief  Executive  Officer ("CEO") and Chief
Financial  Officer ("CFO"),  of the  effectiveness  of the Company's  disclosure
controls and procedures.  Based upon that evaluation,  the CEO and CFO concluded
that as of  September  30, 2007 our  disclosure  controls  and  procedures  were
effective in timely  alerting them to the material  information  relating to the
Company (or the Company's consolidated  subsidiaries) required to be included in
the Company's periodic filings with the SEC, subject to the various  limitations
on  effectiveness  set  forth  below  under  the  heading,  "LIMITATIONS  ON THE
EFFECTIVENESS  OF INTERNAL  CONTROL," such that the information  relating to the
Company,  required to be disclosed  in SEC reports (i) is  recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms,  and (ii) is accumulated and  communicated  to the Company's  management,
including our CEO and CFO, as  appropriate to allow timely  decisions  regarding
required disclosure.

(b) Changes in internal  control  over  financial  reporting.  There has been no
change in the Company's internal control over financial  reporting that occurred
during the fiscal quarter ended September 30, 2007 that has materially affected,
or is reasonably  likely to materially  affect,  the Company's  internal control
over financial reporting.

LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS

The  Company's  management,  including the CEO and CFO, does not expect that our
disclosure  controls  and  procedures  or our internal  control  over  financial
reporting will  necessarily  prevent all fraud and material  error.  An internal
control  system,  no matter how well  conceived and  operated,  can provide only
reasonable,  not absolute,  assurance  that the objectives of the control system
are met.  Further,  the design of the control  system must reflect that the fact
that  there are  resource  constraints  and the  benefits  of  controls  must be
considered  relative to their costs.  Because of the inherent  limitation in all
control systems,  no evaluation of controls can provide absolute  assurance that

                                       23

<PAGE>

all control issues and instances of fraud,  if any, within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts of some  persons,  by  collusion of two or more  people,  or by  management
override of the internal  control.  The design of any system of controls also is
based in part upon certain assumption about the likelihood of future events, and
there can be no assurance  that any design will succeed in achieving  its stated
goals  under all  potential  future  conditions.  Over time,  control may become
inadequate  because of changes in  conditions,  and/or the degree of  compliance
with the policies or procedures may deteriorate.

Item 3A(T) - Controls and Procedures

There have been no changes in the small business  issuer's internal control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  240.15d-15  that  occurred  during  the  small  business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonable
likely to materially  affect,  the small business issuer's internal control over
financial reporting.

PART II

Item 1 - Legal Proceedings

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.

 However, the Company is currently involved in settling the following claims:

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

            - NexHorizon is currently in negotiations regarding final settlement
              of  services  rendered.  The Company  has  included  approximately
              $36,000  in  accrued  expenses  in  the   accompanying   condensed
              consolidated balance sheet related to these claims.


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

From July 1, 2007 through September 30, 2007,  NexHorizon  Communications,  Inc.
issued the following shares of its common stock without  registration  under the
Securities Act of 1933, as amended (the "Securities Act"):

    1.   During the quarter ended September 30, 2007, the Company issued 318,639
         shares  of common  stock in  connection  with  services  provided.  The
         estimated  fair value of the shares was  $68,473  (based on the related
         measurement date), which was expensed in the accompanying  statement of
         operations for the quarter ended September 30, 2007.
    2.   During the quarter  ended  September  30, 2007,  the Company  issued an
         aggregate of 1,170,265  shares of its common stock as  compensation  to
         its  employees.  The  estimated  fair value of the shares was  $242,333
         (based on the related  measurement  dates),  which was  expensed in the
         accompanying  statement of operations  for the quarter ended  September
         30, 2007.
    3.   During the quarter  ended  September  30, 2007,  the Company  issued an
         aggregate of 760,236 shares of its common stock in connection  with the
         conversion of $164,456 of notes payable.
    4.   During the quarter  ended  September  30, 2007,  the Company  issued an
         aggregate of 67,006 shares of its common stock in  connection  with the
         conversion  of accounts  payable and accrued  expenses of $16,800.  The
         shares of common stock were issued at an average price of $0.25,  which
         represented  the  estimated  fair value on the  respective  measurement
         dates.
                                       24

<PAGE>

    5.    During the quarter  ended  September 30, 2007,  the Company  issued an
          aggregate of 230,000 shares of its common stock for $46,000.

    6.    During the quarter  ended  September  30,  2007,  the Company  granted
          warrants to purchase an aggregate of 580,000  shares of the  Company's
          common  stock in  connection  with various  notes  payable at exercise
          prices ranging from $0.50 to $0.75 and expire through March 2009.

     7.  In August 2007, the Company entered into a settlement agreement related
         to a note  payable  issued  in 2005,  in which  principal  and  accrued
         interest of approximately $921,000 will be converted into shares of the
         Company's common stock. In accordance with the settlement,  the Company
         agreed  to six  quarterly  payments  of  approximately  $153,000,  plus
         interest,  beginning  September  30, 2007  through the  issuance of the
         Company's  common stock at its fair value.  Each  quarterly  payment of
         principal and interest will be based on the average  closing price five
         days prior to the payment date. Accordingly, on September 30, 2007, the
         Company issued 650,236  shares of common stock or  approximately  $0.24
         per share. The outstanding balance at September 30, 2007 was $767,277.

     8.  In August 2007, the Company issued a one year  convertible note payable
         totaling  $25,000,  bearing  interest at 20% per annum. The convertible
         note, at the holder's option,  may be converted into restricted  common
         shares at $0.10 per share. In connection with the issuance, the Company
         recorded  a  debt  discount  of  $25,000,  consisting  of a  beneficial
         conversion  feature.  The Company is  amortizing  the discount over the
         life of the note. The Company has amortized  $3,767 to interest expense
         during the period ended September 30, 2007. The outstanding  balance of
         the note was $3,767, net of debt discount of $21,233,  at September 30,
         2007.

     9.  In August 2007,  the Company  issued a $124,000,  7%  convertible  note
         payable for consulting services, maturing in February 2008. The note is
         convertible  into the  Company's  common stock at $0.20 per share.  The
         outstanding balance at September 30, 2007 was $123,000.

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

Item 3 - Defaults upon Senior Securities

     None.

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

     None.

Item 5 - Other Information

     None.

                                       25

<PAGE>

Item 6 - Exhibits

(a)      Exhibits

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

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








                                       26

<PAGE>




                                   SIGNATURES


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




                       NexHorizon Communications, Inc.
                                 (Registrant)


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


                 Date:    March 28, 2008




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



                          March 28, 2008



                                       27