`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 June 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

                             CONTINUUM GROUP B INC.
                             ----------------------
 (Exact Name of Small Business Issuer as Specified in Its Declaration of Trust)

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

                               65 East 55th Street
                            New York, New York 10022
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

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


--------------------------------------------------------------------------------
(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 / / No /X/

As of July 12, 2004, 6,872,704 shares were outstanding.

Transitional Small Business Disclosure Format (check one):  Yes / /  No /X/





                                                          CONTINUUM GROUP B INC.

                                                                     FORM 10-QSB

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

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of June 30, 2004 (unaudited)         3
Condensed Consolidated Statements of Operations for the three and six
    months ended June 30, 2004(unaudited) and June 30, 2003 (unaudited),
    respectively and cumulative from January 5, 2000 (Inception) to
    June  30, 2004 (unaudited)                                               4
Condensed Consolidated Statements of Cash Flows for the six months
    ended June 30, 2004 (unaudited) and June 30, 2003 (unaudited) and
    cumulative from January 5, 2000
    (Inception) to June 30, 2004 (unaudited)                                 5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                       6-8

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
    OF OPERATION                                                          9-10

ITEM 3 - CONTROLS AND PROCEDURES                                            10

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

ITEM 2 - CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES
    OF EQUITY SECURITIES

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5 - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                   11

SIGNATURES                                                                  12

CERTIFICATIONS







                                           CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                   (A development stage company)
                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                   (As restated)
                                                                   JUNE 30, 2004
                                                                     (Unaudited)
--------------------------------------------------------------------------------

                                     ASSETS


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


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:

     Accrued Expenses                                                 $  72,993
                                                                      ---------

Total Current Liabilities                                                72,993

Commitments and Contingencies

Stockholders' Deficiency

     Preferred Stock, par value $0.001; 5,000,000
     shares authorized, none issued and outstanding

     Common Stock, par value $0.001; 45,000,000 shares
     authorized; 6,872,704 issued and outstanding                         6,873

     Additional paid in capital                                          49,738

     Deficit accumulated during development stage                      (129,604)
                                                                      ---------

Total Stockholders' Deficiency                                          (72,993)
                                                                      ---------

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

           SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       3



                                                                                               CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                                                                       (A Development Stage Company)

                                                                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                       (As restated)

                                                                                                                         (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                      Cumulative
                                                                                                                    from January 5,
                                           For the Three Months                            For the Six Months       2000 (Inception)
                                                Ended June 30,                           Ended June 30,             through June 30,
                                          2004            2003                  2004                2003                  2004
                                     -----------------------------------------------------------------------------------------------

General and
Administrative Expenses              $     3,000                 0          $    22,500              5,000           $   129,604
                                     -------------------------------------------------------------------------------------------


Net Loss                                 ($3,000)                0             ($22,500)           ($5,000)          ($  129,604)
                                     ===========================================================================================

Per share information
Net loss per share
basic and diluted                          $0.00             $0.00                $0.00              $0.00
                                     ===========================================================================================

Weighted shares outstanding            6,872,704         4,572,704            6,872,704          4,572,704
                                     ===========================================================================================

          SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       4




                                                                                        CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                                                                (A Development Stage Company)
                                                                                           CONDENSED STATEMENTS OF CASH FLOWS
                                                                                                                (As restated)

                                                                                                                  (Unaudited)
----------------------------------------------------------------------------------------------------------------------------


                                                                                                            Cumulative
                                                                                                          from January 5,
                                                                    For the six months ended              2000 (Inception)
                                                                              June 30,                    through June 30,
                                                                        2004            2003                     2004
                                                                   -------------------------------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES

          Net Loss                                                  ($  3,000)                             ($129,604)

          Adjustments  to reconcile the net loss
          to net cash flows from operating activities:
          Stock based compensation                                                                            56,611
          Increase in accured expenses                                  3,000                                 72,993
                                                                     -----------------------------------------------

NET CASH FLOWS FROM OPERATING ACTIVITIES                                   --             --                      --
                                                                     -----------------------------------------------

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

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

          NET INCREASE IN CASH                                             --             --                      --


          CASH-BEGINNING OF PERIOD                                         --             --                      --
                                                                     -----------------------------------------------

          CASH-END OF PERIOD                                         $     --        $    --                $     --
                                                                     ===============================================


      THE ACCOMPANY NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       5




                                            CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                   (A development stage company)
                                                 NOTES TO CONDENSED CONSOLIDATED
                                                            FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


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

         FORMATION, NATURE OF BUSINESS AND MANAGEMENT'S PLANS
         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.

         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.

         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.

         On December 14, 2000 the  Company's  Board of Directors  (the  "Board")
         approved an  amendment  to the charter to affect a  1-for-5.96  reverse
         stock  split of the  Company's  issued and  outstanding  common  stock.
         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.  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 to not include
         any disclosure that might be necessary  should the Company be unable to
         continue as a going concern.

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

                                       6



                                           CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                   (A development stage company)
                                                 NOTES TO CONDENSED CONSOLIDATED
                                                            FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         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, 2002 and for each of
         the two years then ended  December 31, 2002,  which are included in the
         Company's  Annual Report on Form 10-SB for the year ended  December 31,
         2002 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 June 30, 2004,  the Company has net operating loss carry forwards of
         approximately $118,000,  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
         June 30, 2004, the deferred tax asset of approximately $47,000 has been
         offset by a valuation allowance of $47,000.

         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, Accounting for Certain  Transactions  Involving
         Stock  Compensation",  and interpretation of APB No. 25. As of June 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 SPAS 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

                                       7


                                           CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                   (A development stage company)
                                                 NOTES TO CONDENSED CONSOLIDATED
                                                            FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         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 June 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, 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  assigned  at  closing).  Concurrently  with  this
         exchange of shares,  a  subsidiary  of the Company  will be merged into
         Horizon.  Following this merger, Horizon will be the surviving company.
         Completion  of the  Plan of  Reorganization  is  subject  to  customary
         closing   conditions.   Following   the   completion  of  the  Plan  of
         Reorganization,   existing   stockholders  of  the  Company  will  hold
         1,500,000 shares of Horizon's common stock.

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 May 21, 2004 the Company  approved a 1 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,  net of the shares that were
         donated back to the Company and retired.

                                       8


                                           CONTINUUM GROUP B INC. AND SUBSIDIARY
                                                   (A development stage company)
                                                 NOTES TO CONDENSED CONSOLIDATED
                                                            FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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  were
         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.

                                       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 our
         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.  Our 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

         We intend  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

         Continuum Group B Inc.  ("Continuum B") 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.  We, along with three other  companies,  Continuum  Group A Inc.,
         Continuum Group C Inc., and Continuum Group D Inc.  (collectively,  the
         "Groups"), were specifically formed to affect the terms of the Plan.

         On December 14, 2000, we issued  2,371,064 shares of Common Stock to 16
         individuals and/or entities for services  rendered.  On August 27, 2003
         we issued  2,300,000 and of shares of Common Stock to 8 individuals and
         entities for services  rendered.  As of July 12, 2004, we had 6,872,704
         shares of Common Stock issued and  outstanding.  No shares of Preferred
         Stock are issued or outstanding.

         We  have  not   engaged   in  any   business   operations   other  than
         organizational  activities.  Since  inception,  we  have  been  in  the
         developmental  stage and have had no  operations.  Other  than  issuing
         shares  to  our  stockholders,   we  never  commenced  any  operational
         activities.  As a result,  we can be  defined  as a  "shell"  or "blank
         check" company, whose sole purpose is to locate and consummate a merger

                                       10





         or  acquisition  with a private  entity.  We have entered into a merger
         agreement  which is more  fully  described  in Note 3 to the  condensed
         consolidated financial statements.

         RESULTS OF OPERATIONS
         We have not had any operating  income from January 5, 2000  (inception)
         through  June 30  2004.  As of June  30,  2004,  we had an  accumulated
         deficit  of  $129,604,   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-15e,  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.

         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.

                                       11





OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES  AND SMALL  BUSINESS  ISSUER  PURCHASER OF EQUITY
         SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON 8-K

a.       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.

*Filed herewith



b.       Reports on Form 8-K

None.

                                       12





                                   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.

                                       CONTINUUM GROUP B INC.
                                       (Registrant)


DATE: July 30, 2004                    By: /s/ Robert L. Frome
                                           ---------------------------------
                                           Robert L. Frome
                                           President and Chairman
                                           (acting Chief Executive Officer
                                           and Acting Chief Financial Officer)`