`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
     (Mark one)

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

     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

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

     FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER 000-50501

                               HORIZON WIMBA, INC.
 (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS DECLARATION OF TRUST)


           DELAWARE                                      20-0443565
           --------                                      ----------
      (State or Other                       (I.R.S. Employer Identification No.)
      Jurisdiction of
      Incorporation or
       Organization)

               C/O OLSHAN GRUNDMAN FROME ROSENZWIEG & Wolosky LLP
                               65 East 55th Street
                            New York, New York 10022
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (212) 451-2300
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                             CONTINUUM GROUP B INC.
--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act 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 such filing requirements for the past 90 days. Yes X No

           As of November 19, 2004, 3,848,714 shares were outstanding.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):      YES  [ ]  NO [X]





            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY

                                                                     FORM 10-QSB

                                                                           INDEX
--------------------------------------------------------------------------------


                                                                            Page

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of September 30, 2004 (unaudited)      3

Condensed Consolidated Statements of Operations for the three and nine
months ended  September  30, 2004  (unaudited)  and September 30, 2003
(unaudited),   respectively   and  cumulative  from  January  5,  2000
(Inception) to September 30, 2004 (unaudited)                                  4


Condensed  Consolidated  Statements  of Cash Flows for the nine months
ended   September  30,  2004   (unaudited)   and  September  30,  2003
(unaudited)  and  cumulative  from  January  5,  2000  (Inception)  to
September 30, 2004 (unaudited)                                                 5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)              10

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION                                                         11-12

ITEM 3 - CONTROLS AND PROCEDURES                                           12-13

PART II - OTHER INFORMATION                                                   14

ITEM 1 - LEGAL PROCEEDINGS                                                    14

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          14

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                      14

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  14

ITEM 5 - OTHER INFORMATION                                                    14

ITEM 6.  EXHIBITS                                                             14

SIGNATURES                                                                    15

CERTIFICATIONS                                                             16-18




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                   (A Development Stage Company)

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                   (As Restated)
                                                                     (Unaudited)

                                                              September 30, 2004
--------------------------------------------------------------------------------


                                     ASSETS
                                     ------



TOTAL ASSETS                                                               $      --
------------                                                               =========


                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                                ----------------------------------------

CURRENT LIABILITIES
-------------------
  Accrued expenses                                                         $  78,993
                                                                           ---------

     TOTAL LIABILITIES                                                        78,993
                                                                           ---------

COMMITMENTS AND CONTINGENCIES                                                     --
                                                                           ---------

STOCKHOLDERS' DEFICIENCY
  Preferred stock - par value $0.001;10,000,000 shares
    authorized, -0- issued and outstanding                                        --
  Common stock - par value $0.001; 90,000,000 shares
    authorized; 3,848,714 issued and outstanding*                              3,849
  Additional paid-in capital                                                  52,762
  Deficit accumulated during development stage                              (135,604)
                                                                           ---------

     TOTAL STOCKHOLDERS' DEFICIENCY                                         (78,993)
                                                                           ---------

     TOTAL LIABILITIES AND STOCKHOLDERS'
       DEFICIENCY                                                          $      --
                                                                           =========


*  Retroactively  restated to reflect the 1-for-.56 reverse stock split effected
as of October 12, 2004.


                  SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

                                       3




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                   (A Development Stage Company)

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                   (As Restated)
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                                                                                   Cumulative from
                                       For the Three Months Ended    For the Nine Months Ended     January 5, 2000
                                              September 30,                September 30,         (Inception) Through
                                            2004          2003           2004          2003      September 30, 2004
                                       -----------------------------------------------------------------------------

REVENUE                                $        --    $        --    $        --    $        --    $        --


GENERAL AND ADMINISTRATIVE EXPENSE           6,000          8,708         28,500         13,708        135,604
                                       -----------    -----------    -----------    -----------    -----------


  NET LOSS                             $    (6,000)   $    (8,708)   $   (28,500)   $   (13,708)   $  (135,604)
                                       ===========    ===========    ===========    ===========    ===========


NET LOSS PER SHARE BASIC AND DILUTED   $     (0.00)   $     (0.00)   $     (0.01)   $     (0.00)
                                       ===========    ===========    ===========    ===========


WEIGHTED SHARES OUTSTANDING*             3,848,714      3,036,714      3,848,714      2,721,124
                                       ===========    ===========    ===========    ===========


* Retroactively  restated to reflect the 1-for-.56  reverse stock split effected
as of October 12, 2004.

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       4




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                   (A Development Stage Company)

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                   (As Restated)
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                                                                          Cumulative from
                                                            For the Nine Months Ended     January 5, 2000
                                                                  September 30          (Inception) Through
                                                           ---------------------------
                                                               2004             2003     September 30, 2004
                                                           ------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
  Net loss                                                 $ (28,500)        $ (13,708)        $(135,604)
Adjustments to reconcile net loss to net cash flows
   from operating activities:
   Stock-based compensation                                       --                --            56,611
Changes in operating liabilities:
  Increase in accrued expenses                                28,500            13,708            78,993
                                                           ---------         ---------         ---------

NET CASH PROVIDED BY OPERATING
ACTIVITIES                                                        --                --                --

CASH FLOWS FROM INVESTING ACTIVITIES                              --                --                --
------------------------------------                       ---------         ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES                              --                --                --
------------------------------------                       ---------         ---------         ---------

NET CHANGE IN CASH                                                --                --                --

CASH - Beginning of Period                                        --                --                --
----                                                       ---------         ---------         ---------

CASH - End of Period                                       $      --         $      --         $      --
----                                                       =========         =========         =========



            SEE NOTES TO CONDENSED CONSOLDATED FINANCIAL STATEMENTS.

                                       5




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                   (A Development Stage Company)

                                                 NOTES TO CONDENSED CONSOLIDATED
                                                FINANCIAL STATEMENTS (unaudited)
--------------------------------------------------------------------------------


NOTE 1 - FORMATION, NATURE OF BUSINESS, AND MANAGEMENT PLANS

     FORMATION, NATURE OF BUSINESS AND MANAGEMENT'S PLANS

     Horizon Wimba,  Inc.,  formerly Continuum Group B Inc., (the "Company") was
     formed on January 5, 2000 in Nevada  pursuant  to the  Reorganization  Plan
     under  Chapter 11 of the United  States  Bankruptcy  Code of The  Continuum
     Group, Inc.  ("Continuum").  The primary provision of the Plan provided for
     the formation of the Company and the issuance of (a)  9,000,000  (1,510,067
     post reverse  split (see below))  shares of the  Company's  common stock to
     Hanover Capital Corporation,  which funded Continuum's reorganization plan;
     (b) 500,000  (83,893 post reverse  split (see below))  shares to holders of
     Continuum's  allowed unsecured claims, and (c) 400,000 (67,114 post reverse
     split (see below)) shares to Continuum's pre-bankruptcy  stockholders.  The
     accumulated  deficit  at  inception  resulted  from the par  value of these
     shares granted to stockholders without any consideration.

     On June 14, 2004 the Company  entered into a definitive  Agreement and Plan
     of  Reorganization   with  HW  Acquisition   Corporation,   a  wholly-owned
     subsidiary of the Company formed May 10, 2004 and Horizonlive.com Inc. Upon
     consummation of this Agreement and Plan of Reorganization,  Horizonlive.com
     Inc. will become a wholly owned subsidiary of the Company.

     On October 12, 2004 the Company  effectuated  a 1:.56  reverse  stock split
     with  respect  to each  share of common  stock so that each share of common
     stock was automatically reduced to 0.56 of one share of common stock of the
     Company. In addition,  as of October 12, 2004, the Company changed its name
     for Continuum  Group B Inc. to Horizon  Wimba,  Inc.,  changed its domicile
     from the  state of  Nevada  to the  state of  Delaware  and  adopted  a new
     certificate of incorporation.

     The Company is considered a "blank check" company, whose sole purpose is to
     locate and  consummate a merger or  acquisition  with a private entity (see
     Note 3).  Since  inception,  the Company  has not  engaged in any  business
     operations other than organizational  activities, and is actively searching
     for  acquisition  targets.  However,  there  can be no  assurance  that the
     Company  will have the  ability  to carry  out its  business  plan  without
     raising   sufficient  debt  or  equity   financing.   These  factors  raise
     substantial  doubt  as to the  Company's  ability  to  continue  as a going
     concern.  The financial statements do not include any disclosure that might
     be necessary should the Company be unable to continue as a going concern.

     Since the  Company  currently  has no  operations,  its only  expenses  are
     administrative.  As such,  the Company  does not intend to seek  additional
     financing until the acquisition as described in Note 3 is consummated.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been  prepared  by the Company in  conformity  with  accounting  principles
     generally  accepted in the United States of America and the instructions of
     Form 10-QSB. It is management's  opinion that these statements  include all

                                       6




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                    A Development Stage Company)
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
--------------------------------------------------------------------------------

     adjustments,  consisting of only normal recurring  adjustments necessary to
     make the  financial  position,  results of  operations,  and cash flows not
     misleading as of September 30, 2004 and for all periods presented.

     Certain  information  and  footnote  disclosures  normally  included in the
     annual  financial   statements   prepared  in  accordance  with  accounting
     principles  generally  accepted in the United  States of America  have been
     condensed or omitted.  It is suggested  that these  condensed  consolidated
     financial  statements be read in conjunction with the financial  statements
     and notes  thereto as of  December  31,  2003 and for each of the two years
     ended  December 31, 2002 and  December 31, 2001,  which are included in the
     Company's  Registration  Statement  on Form  10-SB  that was filed with the
     Securities and Exchange Commission.

     USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States of America requires the
     Company to make estimates and assumptions  that affect the reported amounts
     of  assets  and  liabilities  and  disclosure  of  contingent   assets  and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     INCOME TAXES

     The Company  accounts for income taxes using the  liability  method,  which
     requires the  determination of deferred tax assets and liabilities based on
     the  differences  between  the  financial  and  tax  bases  of  assets  and
     liabilities  using  enacted  tax  rates  in  effect  for the  year in which
     differences are expected to reverse.  Deferred tax assets are adjusted by a
     valuation allowance,  if, based on the weight of available evidence,  it is
     more likely than not that some  portion of the deferred tax assets will not
     be realized.

     At September 30, 2004, the Company has net operating loss carry forwards of
     approximately $135,604,  which expire through 2024. Pursuant to Section 382
     of the Internal  Revenue Code regarding  substantial  changes in ownership,
     utilization of these losses may be limited. Based on this and the fact that
     the Company has generated  operating losses through September 30, 2004, the
     deferred tax asset of approximately  $47,461 has been offset by a valuation
     allowance of $47,461.

     STOCK BASED COMPENSATION

     As permitted by Statement of Financial  Accounting  Standards  ("SFAS") No.
     148, "Accounting for Stock-Based  Compensation-Transition  and Disclosure",
     which  amended  SFAS No.  123 ("SFAS  123"),  "Accounting  for  Stock-Based
     Compensation",  the Company has elected to continue to follow the intrinsic
     value  method  in  accounting  for its  stock-based  employee  compensation
     arrangements  as defined by Accounting  Principles  Board  Opinion  ("APB")
     including  "Financial  Accounting  Standards Board  Interpretation  No. 44,

                                       7




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                    A Development Stage Company)
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
--------------------------------------------------------------------------------


     Accounting for Certain  Transactions  Involving  Stock  Compensation",  and
     interpretation of APB No. 25. As of September 30, 2004, the Company has not
     formed a Stock Option Plan and has not issued any options.

     LOSS PER SHARE

     The Company  adopted the provisions of SFAS No. 128,  "Earnings per Share."
     SFAS No. 128 requires the  presentation  of basic and diluted  earnings per
     share  ("EPS").  Basic EPS is computed by dividing loss available to common
     stockholders by the  weighted-average  number of common shares  outstanding
     for the period.  Diluted EPS includes  the  potential  dilution  that could
     occur if options or other contracts to issue common stock were exercised or
     converted.  During the period January 5, 2000 (Inception) through September
     30, 2004 no options,  or other  contracts to issue common stock were issued
     or entered  into.  Accordingly,  basic and diluted  earnings  per share are
     identical.

NOTE 3 -DEFINITIVE AGREEMENT AND PLAN OF REORGANIZATION

     On June 14, 2004 the Company  entered into a definitive  Agreement and Plan
     of  Reorganization   with  HW  Acquisition   Corporation,   a  wholly-owned
     subsidiary of the Company formed May 10, 2004 ("HW"),  and  Horizonlive.com
     Inc.  ("Horizon").  Pursuant  to this  agreement,  the  Company  will issue
     approximately  16,750,000 shares of its common stock to the shareholders of
     Horizon,  in exchange  for all of  Horizon's  outstanding  shares of common
     stock  and  Series  C  Convertible  Preferred  Stock.  Horizon's  Series  A
     Preferred  Stock  and  Series  B  Preferred  Stock  will be  exchanged  for
     5,000,000  shares  of the  Company's  Series A  Preferred  Stock  (Series A
     designation will be filed at closing).  Concurrently  with this exchange of
     shares, HW will be merged into Horizon. Following this merger, Horizon will
     be  the  surviving  company.  Completion  of  the  Agreement  and  Plan  of
     Reorganization  is subject to customary closing  conditions.  Following the
     completion  of  the  Agreement   and  Plan  of   Reorganization,   existing
     stockholders  of the Company will hold  1,500,000  shares of the  Company's
     common stock.  There is no assurance that the Company will be successful in
     consummating the Agreement and Plan of Reorganization.

NOTE 4 - RELATED PARTIES

     As  discussed   in  Note  1,  the  Company  was  formed   pursuant  to  the
     reorganization plan of Continuum.  In accordance with the reorganization of
     Continuum  three  additional   companies  named  Continuum  Group  A  Inc.,
     Continuum Group C Inc., and Continuum Group D Inc. were formed with similar
     terms as the Company with common stock  issuances  consistent with those of
     the Company.

NOTE 5-COMMON STOCK

     On December 14, 2000, the Company issued  2,371,064  shares of common stock
     to 16 individuals  and/or entities for services  rendered.  On December 14,
     2000 the Company's Board of Directors  approved a 1-for-5.96  reverse stock
     split of the

                                       8




            HORIZON WIMBA, INC. (FORMERLY CONTINUUM GROUP B INC.) AND SUBSIDIARY
                                                    A Development Stage Company)
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
--------------------------------------------------------------------------------

     Company's  issued and  outstanding  common  stock.  On April 21, 2001,  the
     Company  issued  63,000 shares of common stock to its officers for services
     rendered.  On August 27, 2003 the Company issued 2,300,000 shares of common
     stock to 8 individuals and entities for services rendered.  On May 21, 2004
     the  Company  approved a 2-for-1  stocksplit  in the form of a dividend  to
     stockholders of record as of May 28, 2004 and approximately  524,000 shares
     were issued.  Certain stockholders of the Company waived their right to the
     dividend  and  therefore  were not issued any shares.  Accordingly,  in the
     accompanying  financial  statements  all common share and per share amounts
     have been  retroactively  restated  to show the  effect  of the  1-for-5.96
     reverse split on December 14, 2000 and 2-for-1  stocksplit in the form of a
     dividend  on May 21,  2004.  As of  November  19,  2004,  the  Company  had
     3,848,714  shares of common  stock  issued  and  outstanding.  No shares of
     Preferred Stock are issued or outstanding.

NOTE 6-RESTATEMENT

     In December 2000 the Company  approved the issuance of 2,371,064  shares of
     its common stock to 16 individuals and/or entities in exchange for services
     rendered.  The  fair  value  of the  services  rendered  was  approximately
     $23,711.  The Company  recorded the issuance of 861,000 shares and recorded
     $8,610 as the value of the services rendered. The financial statements have
     been  restated to reflect the  additional  shares  issued of 1,510,064  and
     recording  of $15,101  in  additional  value of the  services  rendered  by
     increasing  common stock $1,510,  additional paid in capital  $13,591,  and
     accumulated deficit $15,101.

NOTE 7 - SUBSEQUENT EVENT

     CHANGES IN CAPITAL STRUCTURE

     On October 12, 2004 the Company  effectuated  a 1:.56  reverse  stock split
     with  respect  to each  share of common  stock so that each share of common
     stock was automatically reduced to 0.56 of one share of common stock of the
     Company. In addition,  as of October 12, 2004, the Company changed its name
     from Continuum  Group B Inc. to Horizon Wimba,  Inc.,  changed its domicile
     from the  state of  Nevada  to the  state of  Delaware,  and  adopted a new
     certificate of  incorporation.  Under the new certificate of incorporation,
     the  authorized  number  of  shares  of  common  stock  increased  from the
     45,000,000  shares  of  common  stock,  par  value  $0.001  per  share,  to
     90,000,000  shares of common  stock,  par value  $0.001 per share,  and the
     authorized number of shares of preferred stock increased from the 5,000,000
     shares of preferred stock, par value $0.001 per share, to 10,000,000 shares
     of preferred stock, par value $0.001 per share. In connection with the name
     change  and  change in  domicile,  the  Company  also  adopted a new set of
     bylaws. All financial information is retroactively  restated to reflect the
     1-for-.56 reverse stock split effected as of October 12, 2004.

                                       9




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     FORWARD-LOOKING STATEMENTS

     This Report on Form 10-QSB contains "forward-looking statements" within the
     meaning  of  Section  27A of the  Securities  Act  and  Section  21E of the
     Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act").  All
     statements  other than  statements  of  historical  facts  included in this
     Report,  including without limitation,  the statements under "General," and
     "Liquidity and Capital  Resources,"  are  forward-looking  statements.  All
     subsequent written and oral forward-looking  statements attributable to the
     Company or persons  acting on its behalf are  expressly  qualified in their
     entirety by the Cautionary Statements.

     You should read the following discussions in conjunction with the Company's
     financial  statements  and the related  notes  thereto and other  financial
     information  appearing  elsewhere in this report. The following  discussion
     contains  forward-looking  statements that involve risks and uncertainties.
     The Company's actual results could differ materially from those anticipated
     in the forward-looking statements as a result of various factors, including
     those discussed elsewhere in this report.

     PLAN OF OPERATION

     The  Company  intends  to seek to  acquire  assets  or  shares of an entity
     actively engaged in business that generates  revenues,  in exchange for its
     securities. See Note 3 to the condensed consolidated financial statements.

     GENERAL

     Horizon Wimba, Inc.,  formerly Continuum Group B Inc., (the "Company" ) was
     incorporated  on  January  5,  2000  under  the laws of the State of Nevada
     pursuant to a Joint Plan of  Reorganization  (the "Plan") for the Continuum
     Group, Inc. ("CGI") in Bankruptcy Case No.  95-B-44222  (Chapter 11) in the
     U. S.  Bankruptcy  Court,  Southern  District of New York (the  "Bankruptcy
     Court").  The  Bankruptcy  Court  entered an Order on  September  15,  1999
     approving  the  Plan.  The  Company,  along  with  three  other  companies,
     Continuum Group A Inc., Continuum Group C Inc., and Continuum Group D Inc.,
     were specifically formed to affect the terms of the Plan.

     On December 14, 2000, the Company issued  2,371,064  shares of common stock
     to 16 individuals  and/or entities for services  rendered.  On December 14,
     2000 the Company's Board of Directors  approved a 1-for-5.96  reverse stock
     split of the Company's  issued and  outstanding  common stock. On April 21,
     2001 the Company  issued  63,000 shares of common stock to its officers for
     services  rendered.  On August 27, 2003 the Company issued 2,300,000 shares
     of common stock to 8 individuals and entities for services rendered. On May
     21,  2004  the  Company  approved  a  2-for-1  stocksplit  in the form of a
     dividend to  stockholders  of record as of May 28,  2004 and  approximately
     524,000  shares were issued.  Certain  stockholders  of the Company  waived
     their right to the dividend and

                                       10




     therefore  were not issued any  shares.  Accordingly,  in the  accompanying
     financial  statements  all  common  share and per share  amounts  have been
     retroactively  restated to show the effect of the 1-for-5.96  reverse split
     on December  14, 2000 and 2-for-1  stocksplit  in the form of a dividend on
     May 21, 2004. As of November 8, 2004,  the Company had 3,848,714  shares of
     common  stock  issued and  outstanding.  No shares of  Preferred  Stock are
     issued or outstanding.

     The  Company  has  not  engaged  in  any  business  operations  other  than
     organizational  activities.  Since  inception,  the Company has been in the
     developmental  stage and had no  operations.  Other than issuing  shares to
     stockholders,  the Company never commenced any operational activities. As a
     result,  the Company can be defined as a "shell" or "blank check"  company,
     whose sole purpose is to locate and consummate a merger or acquisition with
     a private  entity.  The Company entered into a merger  agreement,  which is
     more fully  described  in Note 3 to the  condensed  consolidated  financial
     statements.

     RESULTS OF OPERATIONS

     The  Company  had no  operating  income  from  January 5, 2000  (inception)
     through  September 30, 2004.  As of September 30, 2004,  the Company had an
     accumulated deficit of $135,604,  comprised of costs mainly associated with
     administrative expenses.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company has  experienced  no significant  change in liquidity,  capital
     resources  or  stockholders'  equity.  Since the Company  currently  has no
     operations other than to search for a suitable acquisition target, its sole
     expenses are administrative.  As such, the Company does not intend to raise
     additional financing until an acquisition is consummated.

ITEM 3.  CONTROLS AND PROCEDURES

     (a) The Company  carried out an evaluation,  under the supervision and with
     the  participation of the Company's  management,  including Robert L. Frome
     (acting Chief Executive Officer and acting Chief Financial Officer), of the
     effectiveness  of the design and  operation  of the  Company's  "disclosure
     controls  and  procedures",  as such term is defined in  Exchange  Act Rule
     15d-15(e),  as of the end of the period covered by this report.  Based upon
     that  evaluation,  Mr. Frome has concluded  that the  Company's  disclosure
     controls and procedures  were effective as of the end of the period covered
     by this report to provide reasonable assurance that information required to
     be disclosed  by the Company in reports that it files or submits  under the
     Exchange Act is recorded,  processed,  summarized  and reported  within the
     time periods specified in SEC rules and forms.

     (b) There  have  been no  significant  changes  in the  Company's  internal
     controls or in other factors that could significantly  affect the Company's
     internal  controls  subsequent  to the date the  Company  carried  out this
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.

                                       11




     A 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. Because of the inherent limitations in all control systems,
     no evaluation of controls can provide  absolute  assurance that all control
     issues and instances of fraud, if any, within a company have been detected.

                                       12




PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

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

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On August 30, 2004, the Company's Board of Directors and stockholders  holding a
majority of the Company's  issued and outstanding  common stock voted by written
consent to ratify,  approve and accept a subdivision of the Company's issued and
outstanding  common stock (a reverse  split) at a ratio of 0.56 of one share for
each share of common  stock  issued and  outstanding.  This  reverse  split took
effect at the close of  business on October  12,  2004 for  shareholders  of the
Company of record as of the close of business on August 31, 2004.  On August 30,
the  Company's  Board of Directors  and  stockholders  holding a majority of the
Company's  issued and outstanding  common stock also voted by written consent to
approve an Agreement  and Plan of Merger  between the Company and a wholly owned
subsidiary in order to, among other things, change the Company's name to Horizon
Wimba, Inc. and change the Company's state of incorporation to Delaware.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

Exhibits

31.1  Certification of Acting Chief Executive Officer and Acting Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification  of the Acting  Chief  Executive  Officer  and Acting  Chief
Financial Officer pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

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                                   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.


                                           HORIZON WIMBA, INC.
                                           (Registrant)


DATE:  November 19, 2004                   By: /s/ Robert L. Frome
                                              ----------------------------------
                                             Robert L. Frome
                                             President and Chairman
                                             (acting Chief Executive Officer
                                             and Acting Chief Financial Officer)

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