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


                                   FORM 10-QSB/A
                              ----------------------

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

For the quarterly period ended June 30, 2003

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

For the transition period from      to
                              ------  ------
                      Commission file number 0-29685

                             Paygard, Inc.
                         -----------------------
                         Full Name of Registrant

                           Total Horizon, Inc.
                        -------------------------
                        Former Name of Registrant

         Nevada                                 95-4783100
-------------------------------          ----------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)


350 South Center Street Suite 500
Reno, Nevada                                   89501
----------------------------------------   ---------------
(Address of principal executive offices)     (Zip code)



                  (775) 284-3700  Ext.  1615
              ----------------------------------
                 (Issuer's telephone number)

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of April 27, 2004 Common stock 75,000,000 shares.

Transitional Small Business Disclosure Format

(Check one): Yes [  ] No [ X]






<page>
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<CAPTION>

PART  I- FINANCIAL INFORMATION

Item 1. Financial Statements.

                                 Paygard, Inc.
                         (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
<S>                                                           <C>                      <C>


                                                                June 30,                December 31,
                                                                  2003                      2002
                                                              -----------               -----------
                                                               (Restated)
ASSETS
Current Assets

  Inventory                                                   $    21,710                 $   -
  Prepaid expenses                                                133,928                     -
  Receivable from Pay2                                            480,948                     -

                                                                -----------             -----------
Total current assets                                              636,586                     -
                                                                -----------             -----------

Computer Equipment and Software                                    31,838                     -
Accumulated Depreciation                                             (622)                    -
                                                                -----------             -----------
                                                                   31,216                     -

Security Deposits                                                     381                     -
                                                                -----------             -----------
Total Assets                                                  $   668,183               $     -
                                                                ===========             ===========

LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current Liabilities
  Accounts payable                                            $    91,626               $     -

  Funds payable                                                   461,962                     -
  Merchant deposits                                               632,880                     -
  Payable to Apollo Consulting                                  1,140,645                     -
  Accrued expenses - officers                                     575,266                67,338

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


Total current liabilities                                       2,902,379                67,338

                                                                -----------             -----------
Shareholders' (Deficit)
Common Stock,
  75,000,000 shares authorized;
  $0.001 par value; issued and
  outstanding, 6,815,000 shares                                     6,815                 6,815
Additional Paid-in Capital                                        433,940               433,940
 (Deficit) Accumulated During

  the Development Stage                                        (2,622,618)             (508,093)
Foreign Currency Translation
  Adjustments                                                     (52,333)               -

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

Total shareholders'(deficit)                                   (2,234,196)              (67,338)

                                                                -----------             ----------
Total  Liabilities and
  Shareholders'(Deficit)                                      $   668,183               $    -
                                                                ===========             ==========

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


<PAGE>
<TABLE>
<CAPTION>




                                 Paygard, Inc.
                         (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)
<S>                  <C>                <C>               <C>             <C>                 <C>

                                                                                                Inception
                        Three Months      Three Months      Six months     Six months     (January 31, 2000)
                            Ended             Ended            Ended         Ended               to
                         June 30, 2003     June 30, 2002    June 30, 2003  June 30, 2003     June 30, 2003
                        --------------    --------------    -----------    ------------     ---------------
                         (Restated)                          (Restated)                        (Restated)


Revenues                 $     -             $    -         $      -        $     -           $    -
                         -----------         -----------    -----------     ------------      ------------

Operating Expenses:
General and

  administrative           682,372           48,750         1,115,509        70,750             1,440,602
Product development        164,000              -             921,309            -                921,309
Marketing and sales         36,933              -              77,909            -                 77,909
Write-off securities           -                -               -                -                183,000

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

                           883,305           48,750         2,114,727        70,750             2,622,820

                         ------------       -----------     -----------     ------------       -----------
(Loss) from

  operations              (883,305)         (48,750)       (2,114,727)      (70,750)           (2,622,820)



Interest Income                202               -                202           -                     202


Income taxes                    -                -              -               -                       -
                         ------------       -----------     -----------     ------------       ------------

Net (loss)           $  (  883,103)     $   (48,750)      $(2,114,525)    $ (70,750)           (2,622,618)

                         ============       ===========     ===========     ============       ============

Basic and Diluted

(Loss) per Share     $       (.13)       $     (.01)      $      (.31)    $    (.01)               $ (.58)

                         ============       ===========     ===========     ============       ============

Weighted Average
  Common Shares         6,815,000         6,269,798         6,815,000     6,369,800             4,536,409
                         ============       ===========     ===========     ============        \============

             See accompanying notes to condensed financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                 Paygard, Inc.
                         (A Development Stage Company)
     CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT)
                         Six months ended June 30, 2003
                                  (Unaudited)
<S>                        <C>          <C>            <C>                 <C>               <C>


                                                                           Deficit
                                                                           Accumulated          Foreign
                                                       Additional          During the          Currency
                           Common       Stock            Paid-in           Development       Translation
                           Shares       Amount           Capital           Stage             Adjustments
                           ------       ------           --------          -----------       -----------
Balance,
December 31,2002           6,815,000   $6,815           $433,940          $(508,093)          $   -

Foreign currency
  translation

  adjustments                 -          -                -                 -                 (52,533)


Net loss
 for the six
 months ended
 June 30, 2003

 (restated)                   -          -                -              (2,114,525)              -

                           ---------   ------          --------           ----------           ---------
Balance,
 June 30, 2003

 (restated)                6,815,000   $6,815           $433,940        $(2,622,618)        $ (52,533)

                           =========   ======          ========           ==========           =========

           See accompanying notes to condensed financial statements.

</TABLE>


<PAGE>



                                 Paygard, Inc.
                         (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)


                       Six Months      Six Months    January 31, 2000
                          Ended           Ended        (Inception) to
                      June 30, 2003   June 30, 2002   June 30, 2003
                      --------------  --------------  ----------------
                          (Restated)                     (Restated)
Cash flows from
 operating activities:

  Net (loss)            $(2,114,525)     $  (70,750)     $  (2,622,618)
  Adjustments to

   reconcile net (loss)
   to cash from
   operating activities:
    Depreciation expense        622            -                   622
    Stock issued for
      services                  -            49,345             90,555
    Write-off securities        -              -               183,000
    Change in assets
     and liabilities
     Increase/(decrease)

     Inventory              (21,710)           -               (21,710)
     Prepaid expenses      (133,928)           -              (133,928)
     Receivable from Pay2  (480,948)           -              (480,948)
     Accounts payable        91,626            -                91,626
     Funds payable          461,962            -               461,962
     Merchant deposits      632,880            -               632,880
     Payable to Apollo    1,140,645            -             1,140,645
     Accrued expenses -

       officers             507,928          21,405            575,266
                        -----------      ----------        -----------

                             84,552            -               (82,648)

                        -----------      ----------        -----------
Net cash from
 investing activities:
  Purchase of equipment    (31,838)            -               (31,838)
  Deposits                    (381)            -                  (381)
                        -----------      ----------       -----------
                           (32,219)            -               (32,219)
                        -----------      ----------       -----------

Net cash from
 financing activities:
  Sale of common stock         -               -               167,200
                        -----------      ----------       -----------
Currency translation

 adjustments               (52,333)            -               (52,333)

                        -----------      ----------       -----------
Change in cash                 -               -                 -

Cash, beginning
  of period                    -               -                 -
                        -----------     -----------       -----------
Cash, end of period     $      -        $      -          $      -
                        ===========     ===========       ===========

    See accompanying notes to condensed financial statements.
<PAGE>

                                 Paygard, Inc.
                         (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2003
                                  (Unaudited)

Note A - Basis of Presentation and Business

         The accompanying unaudited condensed consolidated financial statements
of Paygard, Inc. (formerly known as Total Horizon, Inc., the "Company" or
"Paygard") were prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial condition for the
periods presented have been included. Such adjustments are of a normal recurring
nature. The results of operations for the three and six month periods ended June
30, 2003, are not necessarily indicative of the results of operations that can
be expected for the year ending December 31, 2003. For further information,
refer to the Company's audited financial statements and footnotes thereto
included in Item 7 of Form 10-KSB filed by the Company on April 15, 2003.

       Paygard, Inc. was incorporated in the state of Nevada on January 31,
2000, and is a development stage enterprise. The unaudited consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiary ATM Cards (Europe) Limited ("ACE"), a United Kingdom entity. All
intercompany balances and transactions have been eliminated in consolidation.

     All amounts in these  consolidated  financial  statements and notes thereto
are stated in U.S. dollars. All balances and transactions have been converted to
U.S. dollars at the appropriate prevailing exchange rate.

       The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. From inception to
date, the Company has incurred significant outstanding current obligations, has
earned no revenue and has incurred a substantial net loss. This factor, among
others, raises substantial doubt as to the Company's ability to continue as a
going concern.

       Paygard's activities through the second quarter of 2003 were focused on
continuing development of a prepaid stored value card incorporating either a
Visa Electron or MasterCard Maestro logo that can be loaded and reloaded by
money transfer by cash, check, or credit card. The product is designed to offer
greater choice, convenience and control over spending in various transaction
circumstances both on and off-line. The Company is targeting the product in
situations where traditional bank or credit/debit card accounts may be difficult
to establish or use.

         The Company's wholly-owned subsidiary, ACE was dormant through June 30,
2003. ACE was registered with Her Majesty's Customs and Excise (Business
Services and Taxes) as a Money Service Provider in October 2003.


<PAGE>



Note B - Restatement of June 30, 2003 Interim Financial Statements

The accompanying June 30, 2003 unaudited financial statements have been restated
as follows:
<TABLE>
<CAPTION>
<S>                                                  <C>                  <C>                   <C>           <C>

                                                                   Originally Filed
                                                      Restated                               Difference
       Balance Sheet Data

       Assets                                         $ 668,183            $ 623,662             $44,521            f
       Liabilities                                   (2,902,379)          (2,590,816)           (311,563)     a,b,c,d
       Shareholders' deficit                          2,234,196            1,967,154             267,042


       Second Quarter 2003

       Net (loss)                                      (883,103)            (770,210)           (112,893)
       Net (loss) per share                               (0.13)               (0.11)              (0.02)           e


       Six Months Ended 2003

       Net (loss)                                    (2,114,525)          (1,218,775)           (895,750)
       Net (loss) per share                                (.31)                (.18)               (.13)           e


       Inception to Date

       Net (loss)                                    (2,622,618)          (2,417,909)           (204,709)
       Net (loss) per share                               (0.58)               (0.41)              (0.17)           e

</TABLE>



The restatement is primarily the result of the following adjustments:


     a)  In the second quarter the Company previously reported approximately
         $1,031,000 in advances that were not actually received from Argonaut
         Associates Limited until July 9, 2003. The restated balance sheet
         eliminates this error.

     b)  As of June 30, 2003, business development expenses of approximately
         $575,000 had been incurred by officers, or had been charged to the
         Company by them for primarily for consulting services. These amounts
         have been ratified by the Board of Directors and assumed as Company
         obligations but $564,000 of the obligations were not previously
         reported. The restatement recognizes these additional obligations.

c)       As of June 30, 2003, the Company had received merchant deposits of
         approximately $633,000 for advance payment to provide 125,000 prepaid
         cards. In accordance with SEC Staff Accounting Bulletin 101, the
         deposits have been recorded as a current liability, since delivery and
         payment of the prepaid cards had not taken place as of June 30, 2003.
         The restatement recognizes these additional obligations.

d)       The Company subsequently identified other unrecorded liabilities
         totaling $144,000. These debts include $51,000 owed to Apollo, $73,000
         of payroll and other tax obligations, and $18,000 of accounts payable
         of a previously unconsolidated subsidiary, ACE. The restatement records
         these previously omitted items.


e)      The  previously  reported  number of weighted  average  common  shares
        were incorrectly calculated. The restatement recognizes the correct
        calculation.


<PAGE>





f)       In adjusting the Company's accounts as described above, $45,000 of
         assets were identified that had not been previously recognized. These
         include $86,127 of brokerage fees prepaid in the second quarter in
         connection with the July 2003 financing (to be expensed in the third
         quarter), offset by previously overstated inventory of $31,000 and the
         Pay2 receivable by $20,000.

         In addition, the Pay2 receivable was previously classified as "cash",
         however the funds were actually deposited in bank accounts titled in
         the affiliate's name as an agent of the Company. Accordingly, the funds
         are accounted in the restatement as a receivable of $480,948.

These adjustments and reclassifications have been recorded as corrections of
errors, and accordingly, the June 30, 2003 interim financial statements have
been restated.


Note C - Recent Accounting Pronouncements

       In June 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No.146, "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS No. 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity". SFAS No. 146 generally requires a liability
for a cost associated with an exit or disposal activity to be recognized and
measured initially at its fair value in the period in which the liability is
incurred. The pronouncement is effective for exit or disposal activities
initiated after December 31, 2002. The Company does not believe that the
adoption of SFAS No. 146 will have any impact on its financial position or
results of operations.

       SFAS No. 147, "Acquisitions of Certain Financial Institutions," was
issued in December 2002 and is not expected to apply to the Company's current or
planned activities.

       In December 2002, the FASB approved SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS No.
123". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation" to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. FAS No. 148
is effective for financial statements for fiscal years ending after December 15,
2002. The Company will continue to account for stock based compensation using
the methods detailed in its' stock-based compensation accounting policy.

     In April 2003, the FASB approved SFAS No. 149,  "Amendment of Statement 133
on Derivative Instruments and Hedging Activities".  SFAS No. 149 is not expected
to apply to the Company's current or planned activities.


<PAGE>




       In June 2003, the FASB approved SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. SFAS No. 150 is not expected to have an
effect on the Company's financial position.

         In December 2003, the FASB issued a revised Interpretation No. 46,
"Consolidation of Variable Interest Entities". The interpretation clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", to certain types of entities. The Company does not expect the
adoption of this interpretation to have any impact on its financial statements.


Note D - Related Party Relationships and Transactions

Background

         Inherent in the accounting process is the reasonable assumption that
financial statements reflect measurements of bargained, arms-length negotiations
by independent parties. In the event of significant related party transactions,
this assumption may not be valid. A related party is a person or entity that can
control or significantly influence management or operating policies of another
entity to the extent one of the entities may be prevented from pursuing its own
interests.

         Due to the many transactions of the Company with persons and entities
related to it, there can be no assurance that financial position and/or results
of operations would be the same as if the transactions had been entered into as
arm's length transactions with unrelated persons or entities.


Related Party Relationships

         The Company has the following relationships through common ownership of
other entities or business relationships. These entities have conducted or are
anticipated to conduct business with the Company in the future.

Apollo Consulting Limited - ("Apollo")

         Apollo Consulting Limited is based in London. Apollo provides extensive
administrative services to Paygard and Pay2 and employs all personnel engaged in
Paygard's business activities. Apollo also contracts for all required computer,
call center and specialized stored value expertise for Pay2 and Paygard.
Significant stored value system development expenditures were incurred prior to
June 30, 2003 by Apollo, an affiliate of Paygard, pursuant to a Service
Agreement dated March 1, 2003. To date, the funding required for these services
have been provided by Argonaut Associates Limited. Apollo is owned, managed and
controlled by a Paygard director, Lord E. Timothy Razzall and owned by John A.
Mitchell's spouse.


<PAGE>




Argonaut Associates Limited, Cyprus - ("Argonaut")


         Argonaut, based in Cyprus was responsible for the July 2003 equity
financing of Paygard arranged with Boston Fidelity (see Note E). Prior to that
financing, in July 2003, Argonaut loaned Paygard and its affiliates $1.2 million
on an unsecured, interest-free basis, to be repaid as and when Paygard's cash
flow permits. The agreement to repay the loan was concluded in July 2003 and
accordingly, the liability and accompanying expense will be recorded in the
third quarter 2003. Argonaut has also entered into a letter agreement in July
2003 to act as consultants to IPT - (see below) for a three year period
beginning October 1, 2003 for $300,000 per year. Argonaut Corporate Services Ltd
London (an affiliate) is also the lessor of Paygard's London office facilities.
Two of Argonaut's Directors are two Paygard directors, Lord Razzall and John
Mitchell. The two latter own 55% of Pay2.

Terfin Trading Limited, CYPRUS ("TERFIN")


         Terfin is a company owned by Graham Newall which owns 6,250,000 shares
in Paygard (11.01%). Terfin is entitled to an annual fee of $150,000 from IPT
for providing management and consultancy services for a period of 3 years.

         Pay2 Limited -  ("Pay2")

                  Pay2 Limited is incorporated in and operates in the Isle of
         Man. The technology to be utilized by Paygard was originally developed
         by Pay2 with whom Paygard, has a ten-year exclusive license. As
         consideration, Pay2 received 4 million shares in Paygard on September
         5, 2003. Among its activities, Pay2 has developed a common brand that
         is part of the license to Paygard. Two of Pay2's six directors serve on
         Paygard's seven-person board of directors. Pay2 owns 1.2% of Paygard.

         Interpaytech Limited - ("IPT")

                  Interpaytech Limited is a wholly-owned subsidiary of Pay2 and
         is based in Nicosia, Cyprus. Paygard has entered into a reseller's
         agreement with IPT, the details of which are yet to be finalized.

Boston Fidelity Limited - ("Boston Fidelity")

         Boston, Fidelity Limited is a Bermuda entity based in Singapore. Boston
Fidelity has a marketing fee agreement with Paygard whereby under certain
conditions it will receive $5 per each new card issued by IPT up to a total of
$5 million. Boston Fidelity became a 35.4% owner of Paygard as a result of its
July 2003 investment (see Note E). Boston Fidelity is beneficially owned by the
families of two of Paygard's directors that also serve on the board of directors
of Boston Fidelity (see below).

         Airwaves Consultants Limited - ("Airwaves")

                  Airwaves Consultants Limited is a British Virgin Islands
         company based in Tortola, BVI. Airwaves entered into a July 2003 letter
         agreement to provide management and marketing consultation to IPT for
         three years beginning October 1, 2003 for $225,000 per year. Airwaves
         owns 60% of Boston Fidelity.


<PAGE>




         Fine Choice Securities Limited - ("Fine Choice")

                  Fine Choice Securities Limited is a British Virgin Islands
         company based in Tortola, BVI. Fine Choice entered into a July 2003
         letter agreement to provide management and marketing consultation to
         IPT for three years beginning October 1, 2003 for $225,000 per year.
         Fine Choice owns 40% of Boston Fidelity.

                  Airwaves and Fine Choice Securities are beneficially owned by
         the families of two of Paygard's directors that also serve on the board
         of directors of Boston Fidelity.

Miramas Services Limited - ("Miramas")

         Miramas is a Swiss company based in Guernsey, Channel Islands. Paygard
has retained Miramas for corporate and financial advice for three years
beginning October 1, 2003 for $150,000 per year. In addition, Miramas is
entitled to 1.147% of Paygard annual net profit over the ten-year life of the
Paygard license with Pay2. Miramas owns 9.1% of Paygard.


Related Party Transactions (through June 30 , 2003)


         Under a Service Agreement with Apollo, the Company is responsible to
reimburse Apollo's expenses, plus a 10% overhead processing fee on certain
items. The cumulative expenditures and 10% cost markup incurred on behalf of
Paygard by Apollo through June 30, 2003 amounted to approximately $1,589,400 and
$129,900, respectively. Paygard paid $578,700 of the obligations to Apollo
during the quarter. The net amount of $1,140,645 is an outstanding obligation as
of June 30 , 2003. The Company began recognizing these expenditures upon
execution of the Service Agreement on March 1, 2003. Included in these charges
are office rentals of $186,880 payable to the landlord (Argonaut).


         During the period August 2001 to June 30, 2003, the Company has
recorded a total of $449,496 of charges payable to Paygard officers - $148,921
from the Chairman of the Board of Directors John A. Mitchell and $300,574 from
Chief Executive Officer Graham R. Newall. The charges include consulting fees of
the officers ($417,123), and legal, accounting, travel and various other
expenses. In addition, other officers were owed $125,770, which had been
incurred prior to the second quarter of 2003. As of June 30, 2003, none of these
charges have been paid.


Note E - Events Subsequent to June 30, 2003
--------------------------------------------


         In July 2003, the Company entered into a financing agreement with
Boston Fidelity. Under the agreement, Boston Fidelity subscribed to purchase
15,815,000 common shares over the succeeding four months for approximately
$4,800,000. An independent financial consultant was paid $300,000 from the gross
proceeds, $86,127 of which was prepaid as of June 30, 2003.


         In July 2003, the Company agreed to repay Argonaut $1,200,000 for
expenditures Argonaut had made to develop the stored value business system. The
obligation is a non-interest bearing promissory note that is due when cash flow
of the Company permits.


<PAGE>




         In July 2003, Argonaut sold 4,185,000 of its shares in Paygard to
Boston Fidelity, for which Boston paid $1,200,000 in consideration.

Item 2. Plan of Operation

         During the next twelve months the Company, a development stage
enterprise, anticipates further development of its payment system which
underpins the development of its marketing and sales of stored value products
such as prepaid cards. It also expects to become listed on the Over-the-Counter
Electronic Bulletin Board. There can of course, be no assurance of success in
achieving either of the foregoing objectives.

         Management believes the Company has enough cash for the next twelve
months to sustain operations. Nevertheless, the Company is exploring additional
public and private financing opportunities.

         Significant information technology development expenditure is expected
to be incurred in the next six months in order to achieve product development.

         The Company has outsourced its human resource requirements to a
management services company, Apollo Consulting Limited, a related party.
Management expects increased expenditures for its human resource needs over the
next twelve months.

Forward-Looking Statements

       This Form 10-QSB includes "forward-looking statements" within the meaning
of the "safe-harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements. All
statements, other than statements of historical facts included in this Form,
regarding the Company's financial position, business strategy, and plans and
objectives of management of the Company for future operations, are
forward-looking statements.

Item 3.  Controls and Procedures

(a) ITEM 3. CONTROLS AND PROCEDURES

      The Company's management, including the Chief Executive Officer and
President have evaluated, within 90 days prior to the filing of this quarterly
report, the effectiveness of the design, maintenance and operation of the
Company's' disclosure controls and procedures. As a result of the evaluation and
review of its controls and procedures, the financial statements contained in
this amended Form 10-QSB have been restated, as reflected in Note B of the notes
to the financial statements. Management has determined that the Company's
disclosure controls and procedures are now effective in ensuring that the
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accurate and is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and
regulations.


<PAGE>




         Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an entity's
disclosure objectives. The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as errors or mistakes
or intentional circumvention of established processes.

         There have been no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation thereof, including any corrective actions with regard to
significant deficiencies and material weaknesses.

 (b)     Not applicable.

Item 4.  Quantitative and Qualitative Disclosure about Market Risk

         The Company had no operations or investments during the quarter which
could have been affected by market fluctuations.

Item 5. Management's  Discussion and Analysis of Financial condition and Results
of Operations

Management's Discussion

         The Company intends operating a pay-as-you-go consumer payment system
that allows online transactions for consumers. The Company's product will be a
stored value prepaid card incorporating a VISA Electron flag that can be loaded
and reloaded by money transfer, with cash, checks, or by credit card, offering
greater choice, convenience and control over spending in a variety of
circumstances, allowing users to transact both on and off-line.

         The Company is targeting its stored value products at situations where
traditional bank, credit/debit card accounts may be difficult to establish or
use given the nature of the transaction. The Company's payment system enables
any individual to transact either on-line or at normal retail outlets in a safe
and easy to us environment.

         It is envisaged that the Company will be able to issue cards to people
in virtually any country in the world and operates a multiple currency system
that offers a payment solution in most denominated currencies.

Results of Operations

Three Months Ended June 30, 2003

         Management is continuing to focus on the development of its bespoke
database payment system and the development and marketing of its pre-paid
products.


         The Company incurred general and administrative expenses of $883,305
compared to $48,750 in the corresponding period in 2002. Product development
costs were $164,000 in the quarter and no such costs were incurred in 2002.
Marketing and selling expense was $36,933 in 2003 compared to none in 2002.

         The Company's net loss from operations was ($883,103) in the quarter in
2003 compared to ($48,750) in the quarter in 2002. The net loss per share in the
quarter was ($.13) in 2003 compared to ($.01) per share in 2002.



<PAGE>




         The Company expects that the trend of losses will continue until
revenues from operations can be achieved, which in turn is dependent on further
product and payment system development. The Company will need substantial
additional capital to fund operations, and there is no assurance such capital
will be achieved.


Six Months Ended June 30, 2003

         Management anticipated the losses incurred which were in line with the
developmental nature of the Company's operations.

         The Company incurred general and administrative expenses of $1,115,509
compared to $70,750 in the corresponding period in 2002. Product development
costs were $921,309 in the quarter and no such costs were incurred in 2002.
Marketing and selling expense was $77,909 in 2003 compared to none in 2002.

         The Company's net loss from operations was ($2,114,525) for the six
month period ending June 30, 2003 compared to ($70,750) in the six month period
ending June 30, 2002. The net loss per share in the six month period ending June
30, 2003 was ($.31) compared to ($.01) per share in 2002.



Critical Accounting Policies and Estimates

         Given that the Company is in the formative stages, accounting policies
are, similarly, in the development stage, but will conform to accounting
principles generally accepted in the United States of America. Management is
aware that preparation of its financial statements requires the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, expenses and related disclosure of contingent assets and liabilities.
On an ongoing basis, the Company will evaluate its estimates, including those
related to bad debts, inventories, income taxes, contingencies and litigation.
The Company bases its estimates on its business plan and on the assumptions
contained therein, which are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions and
conditions.

         The Company believes its most critical accounting policies to date
include revenue recognition and recognition of start-up and product development
costs and the corresponding accounts payable and accrued liabilities. The
Company expenses all start-up and product development costs in accordance with
the American Institute of Certified Public Accountants' Statement of Position
98-5, "Reporting the Costs of Start-Up Activities."


Revenue Recognition

         The Company will generate revenue by way of transaction fees as well as
from the sale of prepaid cards.

         To date no revenue has been generated as the Company. It is envisaged
         that revenue resulting from transactions (when transactions commence)
         will be recognized as and when transactions are completed.



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         With respect to the sale of prepaid cards, the Company has entered into
         an arrangement with a merchant whereby 50% of the retail price of cards
         is payable in advance. The balance of the retail price is payable by
         the merchant when the cards are actually issued to cardholders. In
         accordance with SEC Staff Accounting Bulletin No. 101 "Revenue
         Recognition", the 50% deposit is not treated as revenue until the cards
         are actually issued.



Contractual Obligations

As of March 31, 2003, the Company did not have any capital lease or operating
lease obligations. All of the Company's other obligations are due upon demand or
within the forthcoming twelve months.


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PART II- OTHER INFORMATION
--------------------------------------------

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities


Item 3. Defaults Upon Senior Securities

            None.

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


Item 5. Other Information

            None.

Item 6. Exhibits and Report on Form 8-K

        Three Exhibits: Sarbanes-Oxley Certifications.

         No reports on Form 8-K were filed during the quarter ended June 30,
2003.


<PAGE>




SIGNATURES

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

                                          Paygard, Inc.
                                          FKA Total Horizon, Inc.
                                          /s/ Colin Gervaise-Brazier
Dated: January 27, 2004                   ----------------------------
                                          Colin Gervaise-Brazier, President