Unassociated Document
Schedule 14C/A
(RULE 14C-101)
 
SCHEDULE 14C INFORMATION
 
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
 

Check appropriate box:
x
Preliminary Information Statement
o
Confidential for Use of the Commission only (as permitted by Rule 14(c)-(5)(d)(2)
o
Definitive Information Statement

NORTH HORIZON, INC.
(Exact name of registrant as specified in its charter)
 
Payment of filing fee (Check the appropriate box):
 
x
No fee required.
o
Fee compute on table below per Exchange Act Rule 14c-5(g) and 0-11.

 
(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set

forth the amount on which the filing fee is calculated and state how it was determined):

 
(4)
Proposed maximum aggregate value of transaction:
 
(5)
Total fee paid:

o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act rule 0-11(a)(2) and identify the filing for which the offering fee was paid previously. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its filing.

 
(1)
Amount previously paid:
 
(2)
Form, Schedule, or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date filed.
 
 
  NEVADA
87-0296694
  (State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)

NORTH HORIZON, INC.
2290 East 4500 South, Suite 130
Salt Lake City, Utah 84117
 
Registrant's telephone number
including area code (801)278-9925
 
Former Address, if changed since last report
 
 
 
 

 

 
NORTH HORIZON, INC.
2290 East 4500 South, Suite 130
Salt Lake City, Utah 84117
 
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF OUR MAJORITY STOCKHOLDERS
 
To Our Stockholders:

Please be advised that our principal stockholder, owning approximately sixty-three per cent (63%) of our issued and outstanding shares of common stock has approved by written consent in lieu of a stockholders’ meeting the proposals to make amendments to our Articles of Incorporation and to effect a reverse stock of our issued and outstanding common stock on a ten shares into one share basis and to change our corporate name to Innovus Pharmaceuticals, Inc. and to increase our authorized capitalization to 150,000,000 shares of common stock, par value of $.001 per share. On July 15, 2011, our board of directors approved the above proposals to amend our articles of incorporation as appropriate.
 
PLEASE NOTE THAT THE NUMBER OF VOTES RECEIVED FROM THE PRINCIPAL STOCKHOLDER IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT FOR THESE ACTIONS UNDER NEVADA LAW AND NO ADDITIONAL VOTES WILL BE NEEDED TO APPROVE THE ACTIONS.
 
On July 14, 2011, the Board of Directors approved the proposal to acquire FasTrack Pharmaceuticals, a Delaware corporation, pursuant to a Merger Agreement and Plan of Merger. No stockholder vote is being taken in connection with the acquisition.
 
You are not required to take any action. The accompanying Information Statement is furnished for the purpose of informing the stockholders of those actions taken by written consent described above and before they take effect in accordance with Rule 14c-2, promulgated under the Securities Exchange Act of 1934, as amended.  This Information Statement is being mailed to you on or about September , 2011, and we anticipate the effective date of the proposed actions to be September , 2011, or as soon thereafter as practicable in accordance with applicable law, and the Nevada Revised Statutes.
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

This Information Statement is for information purposes only and explains the actions taken by written consent. Please read the Information Statement carefully. It is not a solicitation for any purpose.

September 16, 2011
Very truly yours,
 
     
 
s/ Wallace Boyack
 
 
Wallace Boyack, President
 


 
 

 

NORTH HORIZON, INC.
2290 East 4500 South, Suite 130
Salt Lake City, Utah 84117
 
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C THEREUNDER
 

This Information Statement is being furnished to the shareholders of North Horizon, Inc., a Nevada corporation, (the “Company”), in connection with the adoption of amendments to the Company’s Articles of

Incorporation (the “Amendments”) by the written consent of a stockholder holding a majority of the voting power of the Company. The purposes of filing the Amendments are to change the name of the Company to Innovus

Pharmaceuticals, Inc., to increase the authorized capital of the Company from 80,000,000 shares of common stock to 150,000,000 shares of common stock, and to effect a recapitalization by a reverse split of the issued and outstanding shares of common stock of ten (10) shares into one (1) share.
 
The Company’s Board of Directors adopted and approved resolutions that the Company’s Articles of Incorporation for the foregoing amendments. The proposed Amendments to the Company’s Articles of Incorporation will become effective with the filing of the Articles of Amendment with the Nevada Secretary of State. The Company expects that the filing of the amendment will occur on or about September , 2011 (the Effective Date). Pursuant to provisions of the Nevada Revised Statutes the amendments have been adopted by written consent of a majority of the issued and outstanding shares of the Company’s common stock. If the Amendments were not adopted and approved by written consent, we would be required to convene a special meeting of the stockholders for the express purpose of approving the Amendments.

On July 15, 2011, our board of directors approved the above actions, subject to approval by the stockholders. No other corporate action to be approved by written consent was considered.
 
We are not aware of any substantial interest, direct or indirect, by stockholders or otherwise that is in opposition to matters of action being taken. Pursuant to the laws of Nevada, the actions taken by a majority of written consent in lieu of a special stockholder meeting do not create appraisal or dissenters’ rights. Pursuant to Section 78.320 of the Nevada Revised Statutes (“RRS”)at least a majority of the issued and outstanding shares of the may approve by written consent corporate action. Pursuant to Section 78.390 a majority of the voting power is required to vote to amend the Company’s Articles of Incorporation. The Company’s Board of Directors voted to use the written consent of shareholders holding a majority of the voting power of the Company to effect the Amendments as early as possible and to avoid the costs and time involved in holding a special meeting of shareholders and soliciting proxies.
 
The Company’s principal shareholder who holds 8,405,788 shares of common stock which is sixty-three per cent (63%) of the issued and outstanding shares of common stock and such shares has the requisite voting power to approve the resolutions regarding the amendments to the Company’s Articles of Incorporation and the decrease in the number of issued and outstanding shares of the Company by ten shares becoming one share. The decrease is also referred to as a “reverse split”.
 
Under Section 14(c) of the Exchange Act, actions taken by written consent without a meeting of stockholders cannot become effective until 20 days after the mailing date of this definitive Information Statement or as soon thereafter as practicable. We are not seeking written consent from any stockholders other than as set forth above and our other stockholders will not be given an opportunity to vote as to the actions taken. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely to advise stockholders of the actions taken by written consent.
 
It is proposed that this Information Statement will be sent to stockholders on or about September 2, 2011.  The record date established by the Company for purposes to determining the number of outstanding shares of common stock of the Company, i.e. the voting power, is July 21, 2011 (the “Record Date”).

 
 
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TABLE OF CONTENTS
Forward Looking Statements
3
Term Sheet
3
Q and A
3
Summary
4
Outstanding Voting Stock and Consenting Shareholder
5
Purpose of Name Change
6
Reverse Stock Split
6
No Appraisal Rights
7
Tax Consequences
7
Change of Corporate Name
8
Merger Agreement
8
Miscellaneous
9
Additional Information
9
North Horizon’s Business
9
FasTrack’s Business
10
FasTrack Financial Statements
11
Financial Statements as Exhibits to
 
Officers and Directors
11
Financial Statements:
 
North Horizon 2010 
14
North Horizon 06-30-2011
23
Fastrack 2010
28
Fastrack 06-30-2011
48
Proforma Financial Statements 65



 
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FORWARD LOOKING STATEMENTS
 
This Information Statement and other reports we file with the SEC contain certain forward looking statements relating to future events and performance. In some cases, you can identify a forward-looking statement by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those risks discussed elsewhere herein. Although forward-looking statements and any assumption upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statement to conform these statement to actual results.
 
EXPLANATORY NOTE
 
Information Statements have two designations -- "Preliminary" and "Definitive".  On September 2, 2011, we incorrectly filed a 14C information statement incorrectly designate as "DEF" for definitive on the submission form.  The cover of the Form 14C correctly stated it was a preliminary filing.  On September 13, 2011, we refilled the preliminary 14C information statement with the proper designation of "Preliminary" or "PRE".  That filing was incomplete.  This preliminary filing of the Form 14C on September 15, 2011, is complete.

 
TERM SHEET
 
The following is a term sheet of the Agreement in which North Horizon is involved.
 
Parties: North Horizon, Inc., (the “Company”), a Nevada corporation,
North First General, Inc., a Utah corporation, the Company’s subsidiary
FasTrack Pharmaceuticals, Inc., a Delaware corporation.
 
Transaction: Through a triangular transaction North Horizon will acquire the issued and outstanding shares of common stock of FasTrack and FasTrack will become a subsidiary of North Horizon. North Horizon’s subsidiary will merge into FasTrack and FasTrack will be the surviving entity. North Horizon’s issued and outstanding shares of common stock will be reverse split by the ratio of ten shares into one share. After the reverse split occurs, North Horizon will issue approximately 15,238,938 shares of its restricted common stock to acquire the FasTrack shares of common stock. The FasTrack shareholders, convertible note holder and option holder will collectively own approximately 92% of the issued and outstanding shares of common stock and the Company’s shareholders will own 8% of the issued and outstanding shares of common stock
 
Name Change: The Company will change its name to Innovus Pharmaceuticals, Inc.
 
Capitalization: The Company’s capitalization will be 150,000,000 shares of common stock.
 
Change in Control: Vivian Liu; Henry Esber, Ph.D.; and Ziad Mirza, M.D., will become the directors of the Company.
 
Effective Date: Not less than twenty days from the date of the Information Statement.
 
New Business: Development of pharmaceutical products.
 
 
NORTH HORIZON, INC., IS NOT SOLICITING ANY PROXIES. PLEASE DO NOT SEND US A PROXY.

QUESTIONS AND ANSWERS
 
 
Q: Why did I receive this Information Statement?
A: A stockholder owning more than a majority of our outstanding shares of common stock took action by written consent in lieu of a stockholders’ meeting. Federal securities laws require that our other stockholders receive this Information Statement before the action can become effective.
 
Q: What actions did the stockholder take?
A: Our principal stockholder, Wallace Boyack, executed a written consent on July 21, 2011, approving the proposals that we (i) change our corporate name to Innovus Pharmaceuticals, Inc.; (ii) increase our authorized capital to 150,000,000 shares of common stock; and (iii) effect a reverse stock split of our issued and outstanding shares of common stock on a one share for ten shares basis. Pursuant to SEC rules and regulations these actions require notification to our stockholders.

Q: What action do I need to do as a stockholder?
A: No action is required by you. The actions approved by written consent become effective 20 days from the date of mailing this Information Statement. If you desire to have your share certificate exchanged for a new certificate representing the post-split shares, you will find instructions in this Information Statement.

 
 
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Q: Why am I not being asked to vote on these matters?
A: We received all corporate approvals required to enter into and consummate the Agreement. Your vote is not required and it is not sought. We are not asking you to send a proxy and you are requested not to send a proxy.

Q: Am I entitled to appraisal rights?
A: No. You are not entitled to appraisal rights.
 
Q: Will I recognize a gain or loss for U.S. federal income tax purposes as a result of the reverse stock split.
A: You should not recognize any gain or loss for U.S. federal income tax purposes as a result of the reverse stock split. We believe that the transaction is a tax-free reorganization under Section 368 of the Internal Revenue Code. We have not received a tax opinion regarding the transaction. Shareholders should consult their own tax advisor or accountant.

Q: Where can I find more information about the Company?
A: We file annual, quarterly, and current reports and other information with the SEC that states additional information about our company. You may inspect and copy these materials at the public reference facilities of the SEC’s Washington, D.C. office, at 100 F Street, NE, Washington, D.C. 20549 and on the SEC Internet site at http://www.sec.gov.

Q: Who can answer my questions?
A: If you have questions about the company, please contact us in writing at our offices at 2290 East 4500 South, Suite 130, Salt Lake City, Utah 84117, Attent: Chief Executive Officer, or by telephone at (801)278-9925.

SUMMARY
 
This summary states certain information in this Information Statement that may help you to understand the transactions referred to in this summary.

NORTH HORIZON, INC.
 
North Horizon was organized on January 15, 1959, under the laws of the State of Utah. Its purpose was to engage in the chemical and cosmetic business. This venture was unsuccessful. Over the years the Company has engaged in other businesses and the Company changed its name from time to time. In 2007 we changed the corporate domicile to the State of Nevada.
 
North Horizon is a reporting company under the Exchange Act. Its public filing may be accessed at www.sec.gov. Our common stock is listed for quotation on the Electronic Bulletin Board having the symbol “NORH”.

CORPORATE NAME CHANGE
 
Our Board of Directors approved a change in our name to Innovus Pharmaceuticals, Inc. This name change, we believe, will identify our business pursuits when we complete the acquisition of FasTrack Pharmaceuticals, Inc. (FasTrack).

INCREASE IN AUTHORIZED SHARES
 
Our Board of Directors approved an increase in our authorized capital to 150,000,000 shares of common stock, par value of $.001 per share. We believe that the increased capitalization provides more flexibility for possible occurrences. We have no immediate plan to issue additional shares other than the shares to be issued to acquire FasTrack.

REVERSE STOCK SPLIT
 
Our Board of Directors determined that it is in our best interest to effect a reverse stock split of our issued and outstanding shares on the basis of ten shares into one share. The reverse stock split may also be referred to as a decrease in the outstanding shares. The reduction in the number of outstanding shares through the reverse stock split will provide flexibility in future corporate development and may increase the per share market price of our common stock which may provide a more favorable trading market for the shares.

 
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MERGER AND FASTRACK
 
We will acquire the shares of FasTrack when its is merged with our subsidiary North First General, Inc.  Through the merger FasTrack will become our subsidiary.
 
FasTrack is a Delaware corporation and is a specialty pharmaceutical company. It has under development drugs to treat liver cancer and autoimmune diseases as well as other drugs.
 
OUTSTANDING VOTING STOCK AND CONSENTING STOCKHOLDER
 
As of the Record Date there were 13,251,250 shares of common stock issued and outstanding. The Common Stock is the Company’s only outstanding class of stock. Each share of Common Stock entitled the holder thereof to one vote on all matters submitted to shareholders.
 
The following table sets forth the ownership of common Stock as of July 21, 2011, for each person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock, each director of the Company, and each person intended to file a written consent to the adoption of the Amendment, and all directors, executive officers and designated shareholders of the Company as a group. The information as to beneficial ownership was provided to the Company from its shareholder list. Unless otherwise stated, the business address of each person listed is 2290 East 4500 South, Suite 130, Salt Lake City, Utah 84117.

Name
 
Shares
beneficially
owned
   
Percent
of shares
outstanding
 
             
Wallace Boyack
   
8,405,788
     
63
 
                 
Willard Kjates
   
2,339,600
     
18
 
3705 Deer Field Road
         
Riverwoods, Illinois
               
                 
All directors and
               
officers as a group
   
8,405,788
     
63
 

The consenting shareholder voted in favor of the proposed actions described herein. The consenting shareholder received no payment for the consent.
 
AMENDMENTS TO ARTICLES OF INCORPORATION
 
On July 15, 2011, our Board of Directors adopted resolutions authorizing that the shareholders approve proposals to change the name of the Company to Innovus Pharmaceuticals, Inc., to increase the authorized capital of the Company to 150,000,000 shares of common stock, and to decrease the number of issued and outstanding shares by a ratio of ten shares into one share whereby the currently issued and outstanding shares of 13,251,250 will become approximately 1,325,125. On July 21, 2011, the Company principal shareholder holding a majority of the issued and outstanding shares executed a written consent authorizing and approving the proposals. The Amendments to the Articles of Incorporation will become effective when filed with the Nevada Secretary of State.
 

 
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PURPOSE OF THE NAME CHANGE
 
The name change to Innovus Pharmaceuticals will be beneficial as the name will reflect the Company’s business and its endeavors.
 
PURPOSE OF THE INCREASE IN AUTHORIZED CAPITAL
 
The Board of Directors believes that the increase in authorized capital is in the best interests of the Company’s shareholders. The Company has no immediate plans to issue any shares other than the shares to be issued in the Merger whereby FasTrack will become a subsidiary of the Company.

In the future the Company may issue shares to gain funding for general business purposes or to make acquisitions of existing businesses or assets. The Board of Directors believes that the additional shares will benefit the overall prospects of the Company and its shareholders. Other than the shares to be issued to effect the merger plan, there are no other plans to issue additional shares of common stock.

REVERSE STOCK SPLIT
 
On July 15, 2011, our Board of Directors approved a reverse stock split of our issued and outstanding common stock. The effective date of the split will be established by our Board of Directors on a date prior to the acquisition of FasTrack. Our principal stockholder approved the reverse stock split on July 21, 2011.
 
The board believes that a decrease in the number of issued and outstanding shares, also, known as a reverse split, is appropriate. A decrease in the number of shares issued and outstanding may cause an increase in the trading price of our shares. No assurance can be given that the trading price of the stock will increase after the reverse split becomes effective. The trading price of the shares may remain the same or even be less. Lower priced shares are looked upon with disfavor by the regulatory authorities. Some investors do not invest in low priced stocks.
 
Our shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share has one non-cumulative vote, equal participation in dividends declared by the board of directors, and any distribution of asset upon liquidation. Holders have no preemptive right to acquire additional shares and our common stock is not subject to redemption and has no subscription or conversions rights.
 
Under Nevada law a corporation may accomplish a reverse stock split without decreasing the number of authorized shares of the same class if the board of directors adopts a resolution stating the proposal to decrease the number of issued and outstanding shares of a class or series and the proposal is approved by the vote of stockholders with a majority of the voting power of the outstanding shares of the affected class or series.
 
No fractional shares will be issued in the reverse split. Stockholders who would be entitled to receive fractional shares will not receive cash. Instead the number of shares evidenced by a certificate which when applying the reverse split ratio ends up with fractional shares will be rounded up to the next whole number.
 

 
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EFFECTS OF THE REVERSE SPLIT
 
Split shares issued in connection with the reverse stock split will be fully paid and non-assessable. The number of our stockholders will remain the same. The reverse split will decrease the number of outstanding common shares but will not affect the proportionate interest in our Company prior to the closing of the transaction with FasTrack, except minor differences resulting from the rounding of the fractional shares. Par value per share remains unchanged.
 
The general expectation is that the reverse split will cause a corresponding increase in the market price of the post split shares. There can be no assurance that our common stock will trade at a multiple of our current market price and that any price will be sustained. The reverse split if the trading price declines will cause a greater percentage decline and a drop in our market capitalization. The reduction in the number of shares outstanding may reduce market liquidity. The reverse split may increase the number of odd lot shareholders. Odd lot shareholders may experience an increase in the costs of selling shares and encounter increase problems in such sales. No assurance can be given that the reverse split will have the desired results as stated. We have no immediate plans to issue shares of common stock following the reverse stock split and merger with FasTrack. We anticipate remaining a public company after the reverse stock split and we expect we will continue to file periodic and other reports with the SEC under the Exchange Act.
 
After the reverse stock split the share certificate you hold will continue to be valid. In the future we will have new certificates that will reflect our new name, reverse stock split, and new capitalization. This will not affect the validity of your current share certificates. The reverse split will occur on the effective date without any action by our stockholders. After the reverse split, each share certificate representing pre-split common stock will represent 1/10 the shares of post-split common stock. Certificates representing post-split common stock will be issued as old share certificates are tendered for exchange or transfer. We request that stockholder do not send in their stock certificates at this time.
 
Certificates representing restricted shares will have the same restricted legend as on the prior certificates. Because North Horizon is a shell company the provisions of Rule 144 will be unavailable for twelve months from the date a Report on Form 8-K is filed regarding FasTrack and its financial statements and other information.

NO APPRAISAL OR DISSENTERS RIGHTS
 
Under the NRS our shareholders are not entitled to dissenters or appraisal rights with respect to the proposed Amendments and we will not independently provide our stockholders with any such rights.

TAX CONSEQUENCES
 
The following comments pertain to U.S. persons. Stockholders should consult with their tax advisors regarding their particular situation as the relevant circumstances may cause a different result or application of the tax statutes.
 
Generally no gain or loss occurs when pre-split shares are exchanged for post-split shares. It is believed that the transaction qualifies as a tax free exchange. Shareholders are urged to consult with their tax advisors regarding any tax implications. The holding period and the aggregate tax basis should remain unchanged. The particular facts and circumstances of an individual shareholder may have different results and stockholders are advised to seek advice and counsel from their tax advisors.
 
 
7

 

 
CHANGE OF CORPORATE NAME
 
On July 15, 2011 our Board of Directors by resolution approved, subject to majority shareholder approval an amendment to our articles of incorporation to change our corporate name to Innovus Pharmaceuticals, Inc. On July 21, 2011, our principal shareholder who owns 63% of our outstanding shares approved the amendment by written consent. The amendment changing our corporate name will become effective when the certificate of amendment is filed with the Nevada Secretary of State. It is anticipated this will occur on the 20 th day after the mailing of this Information Statement to our stockholders as of the record date.
 
Our Board of Directors believes the change of name is needed to improve identification of our business pursuits following the transaction with FasTrack. The Information Statement constitutes notice to stockholders of the approval of the amendments to our Articles of Incorporation and pursuant to the Exchange Act, filing this Information Statement on Schedule 14C, which will be mailed to stockholders as of the record date.

MERGER AGREEMENT
 
On July 14, 2011, we entered into a Merger Agreement and Plan of Merger with FasTrack Pharmaceuticals, Inc. a privately held specialty pharmaceutical company engaged in the development of human therapeutic drugs including drugs for the treatment of liver cancer and autoimmune diseases. In the transaction FasTrack stockholders, convertible note holder and warrant holder will receive shares comprising 92% of the issued and outstanding shares post reverse split or after the reverse split becomes effective. After the Closing of the transaction it is anticipated there will be approximately 16,564,063 common shares outstanding.
 
FasTrack will merge with our wholly owned subsidiary North First General, Inc. By that process FasTrack will be our wholly owned subsidiary. The transaction will cause a change in control and new directors will be appointed. Stockholders are referred to our report on Form 8-K which was filed with the SEC on or about July 20,2011. Shareholders may access the Report on Form 8-K at the SEC’s website.
 
 
 
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MISCELLANEOUS
 
The Company will pay the costs of sending the Information Statement. The board of directors fixed the record date of July 21, 2011, and stockholders of the Company as of that date will receive the Information Statement.
 
We are sending this Information Statement to comply with regulatory requirements. Your consent or vote to the above actions is not required and is not being solicited.
 
WE ARE NOT REQUESTING A PROXY FROM YOU AND YOU ARE REQUESTED NOT TO SEND A PROXY. THE INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
 

ADDITIONAL INFORMATION

The North Horizon shares of common stock to be issued in the transaction with FasTrack will have no preemptive rights. North Horizon will issue the shares of common stock after the reverse split of ten shares into one share. Presently North Horizon has 13,251,250 shares of common stock issued and outstanding. The reverse split will reduce that number to 1,325,125 shares of common stock and the reverse split will be effective for the issued and outstanding shares. The Company in a private offering will issue approximately 15,238,938 shares of restricted common stock. FasTrack will become a subsidiary of North Horizon.
 
Through this transaction the shareholders of North Horizon will experience an immediate dilution of ownership from 100 per cent to eight per cent. The shares of common stock issued to FasTrack shareholders will have a restricted legend as defined in Rule 144 promulgated under the Securities Act of 1933, as amended (“1933 Act”). North Horizon is designated as a shell company. This causes our shareholders and the FasTrack shareholders to be ineligible to rely on the provisions of Rule 144 until 12 months after we have filed a report on Form 8-K providing information comparable to information provided in a Form 10.

NORTH HORIZON’S BUSINESS
 
For the past several years the Company has had no assets and has had no operations other than to maintain its corporate existence and to file periodic reports with the U.S. Securities and Exchange Commission. Under applicable rules the Company is designated as a “shell company”. North Horizon owns no property and is not involved in any litigation or legal proceedings. We have no off-balance sheet arrangements.
 
North Horizon’s audited financial statements for the years ended December 31, 2010, and 2009 and unaudited financial statements for the six period ended June 30, 2011 are included with the financial statements in this Information Statement.
 
As a smaller reporting company North Horizon is not providing information regarding selected financial data, supplementary financial information, and quantitative and qualitative risks.
 
North Horizon has not had changes in nor disagreements with accountants on any accounting or financial matters. The following is management’s discussion and analysis of North Horizon’s financial condition and results of operations.
 
As of December 31, 2010, North Horizon had no current assets and current liabilities of $48,066. For the year ended December 31, 2010, we had no revenues and we had expenses of $18,675 and a net loss of $(18,675).  For the year ended December 31, 2009, we had no revenues and we had expenses of $8,983 and a net loss of $(8,983). The increase in expenses during 2010 was caused by our filing of periodic reports with the SEC and associated expenses and increased audit fees.
 
For the quarter ended June 30, 2011, North Horizon had limited operations. During the quarter ended June 30, 2011, we had no revenues and incurred expenses of $4,232 with a net loss of $(4,232) compared to no revenues and expenses of $12,070 and a net loss of $(12,070) for the same period a year earlier. Expenses decrease for the quarter ended June 30, 2011, because in the period a year ago we had additional expenses relating to the re-audit of our financial statements for 2008. For the six month period ended June 30, 2011, we had no revenues and incurred expenses of $9,665 with a net loss of $(9,665) compared to no revenues and expenses of $13,450 and a net loss of $(13,450) for the same period a year earlier. Our cash requirements for the next twelve months will change relating to the acquisition of FasTrack and its operations. FasTrack has under development several products. FasTrack and its management will determine the future cash needs for the next twelve months and beyond.
 
For the most recent three years inflation and changing prices have had little, if any, impact on net sales and revenues and on income as we have had no continuing operations.

 
9

 

North Horizon’s shares of common stock are traded from time to time on the OTCBB. Because of the limited trading the historical trading by quarters for the past two years is not provided. In the past the Company has not paid any dividends and for the foreseeable future it is unlikely the Company will pay any dividends.

FASTRACK’S BUSINESS
 
FasTrack Pharmaceuticals, Inc., (“FasTrack”) was incorporated on October 31, 2008, in Delaware.  FasTrack commenced its operation in October 2009. FasTrack is a development stage company and its audited financial statements include a going concern uncertainty or qualification. FasTrack has a website at fastrackpharma.com.
 
FasTrack is a specialty pharmaceutical company developing pharmaceutical products. FasTrack develops ethical therapeutic drugs based in part on FasTrack’s delivery platforms and knowledge. In March 2011 FasTrack acquired the assets of Sorrento Pharmaceutical (“Sorrento”). With the acquisition of Sorrento’s assets FasTrack broadened its endeavors to include over-the-counter opportunities.
 
In 2008 FasTrack acquired its therapeutic product pipeline from Bio-Quant, Inc., (“Bio-Quant”) a contract research organization for pharmaceuticals. In 2008 FasTrack acquired its therapeutic product pipeline. FasTrack had limited operations in 2009 and 2010 because of funding limitations. With the acquisition of Sorrento FasTrack has products which provide access to the over the counter markets.

In March 2010 FasTrack sold the rights to PrevOnco™, its phase 3 liver cancer product candidate to Apricus Bio. Pursuant to the terms of the asset purchase agreement between the two companies Apricus Bio will pay FasTrack 50% of the net revenues that it may receive for the licensing and commercialization of PrevOnco™.  In addition Apricus Bio advanced $250,000 to FasTrack in the form of a convertible promissory note. It also granted FasTrack the right to develop two products based on its proprietary NexACT drug delivery technology. The transactions between FasTrack and Apricus Bio are considered related party transactions.
 
FasTrack has under development SSAO inhibitors, which is an enzyme that may have a connection in inflammatory responses in tissues and organs, SSAO is also known as vascular adhesion protein-1 or VAP-1 and is a dual function molecule with enzymatic and cell adhesion activities. These inhibitors are designed to reduce inflammation by blocking the white blood cells and reducing the levels of inflammatory mediators. A prior owner developed a treatment for Lupus based on the SSAO platform, but that product failed in late-stage clinical studies.  FasTrack acquired the SSAO patent portfolio because of the possibility that the SSAO platform had potential for the right medical indication. To develop the SSAO platform significant resources are needed. FasTrack does not have these resources presently and no assurance can be given that even if proper resources were available, FasTrack would development a successful SSAO platform.
 
FasTrack has two over-the-counter products. Apeaz™ is a treatment for pain relief. It is an FDA-compliant arthritis cream that delivers different ingredients to various layers of the skin and muscle. Previously the product was sold through a distributor which ceased operations. Recently no further sales efforts have been made.  Regia™ is a treatment for bleeding gums. It is a plant-derived, anti-microbial agent which reduces the bleeding of gums when used in other OTC products, such as mouthwash. FasTrack has an issued US patent for Regia™ and has applications pending in selected international markets. FasTrack intends to seek to out-license the Regia™ technology. FasTrack has the right to develop two products using a multi-route, drug delivery technology that may improve absorption and bioavailabilty. Any development is in the early stage and further development is subject to acceptance from Apricus Bio.

FasTrack has not had sufficient funds to develop its technologies. Operations have been funded by loans from officers and directors and from other sources.
 
During the past two calendar years and the six month period ended June 30, 2011, FasTrack recognized no research and development expense other than in calendar year 2009 when it recognized $20,000 because of its purchase of the SSAO inhibitors from LaJolla Pharmaceuticals Company.
 
FasTrack anticipates that if it enters into production for any of its products the raw materials will be readily available in the market. At the present time FasTrack has no customers and has no backlog.
 
FasTrack will seek to engage a distributor for its over-the- counter products and enter into license agreements with other pharmaceutical companies to manufacture and market Apeaz™ and Regia™.
 
 
 
 
10

 

 
In both the over-the-counter market and the prescription drug market FasTrack faces substantial competition from companies having greater resources, established and recurring sales, experienced employees, and recognized brand names and products. No assurance can be given that FasTrack will be successful in the development, FDA approval, and commercialization of any products or medications it may seek to develop or seek to commercialize.

PATENTS
 
FasTrack has one patent issued for Regia™ in Morocco, along with a series of patent applications for the product pending in the U.S. and internationally. FasTrack also has a series of patent applications pending in the U.S. and internationally for its SSAO technology platform.

FASTRACK FINANCIAL STATEMENTS
 
FasTrack’s audited financial statements for the year ended December 31, 2010, and 2009 and unaudited financial statements for the interim period ended June 30, 2011, are included among the financial statements in this Information Statement.
 
FasTrack as a small business issuer is not providing information regarding, supplementary financial information, selected financial data and quantitative and qualitative risks. FasTrack has no market for shares of its common stock and FasTrack has not paid any dividends.
 
FasTrack has not had changes in nor disagreements with its accountants on any accounting or financial matters. The following is FasTrack’s management’s discussion and analysis of FasTrack’s financial condition and results of operations.
 
As of December 31, 2010, FasTrack had current assets and total assets of $1,650 and current liabilities of $253,155. For the year ended December 31, 2010, FasTrack had no revenues and incurred expenses and a loss from operations of $(53,601) and interest expense of $(16,322) for a net loss of $(69,923). For the year ended December 31, 2009, we had no revenue and had a loss from operations of $(20,124) and interest expense of $(7,246) for a net loss of $(27,370). The FasTrack financial statements are combined with the financial statements of Sorrento Pharmaceuticals, Inc., because FasTrack purchased the net assets from Sorrento in March of 2011. This purchase by definition is a transaction between entities under common control. The purchase and sale of assets from Bio-Quant is also considered transactions with entities under common control and therefor the transactions are recorded at historical cost and as deemed contributions or distributions.
 
As of June 30, 2011, FasTrack had cash of $134,731 and pre-paid expenses of $37,640 for total assets of $172,371 and liabilities of $492,829 and a negative stockholders’ deficit of $(320,458). For the quarter ended June 30, 2011, FasTrack had limited operations. FasTrack had no revenues and incurred expenses of $50,933 and experienced a net loss of $(55,723). For the same period a year earlier FasTrack had no revenues and had a net loss of $(7,580). For the six month period ended June 30 2011, FasTrack had no revenues and incurred expenses of $71,199 and experienced a net loss of $(80,249). For the same period a year earlier, FasTrack had no revenues and incurred a net loss of $(47,627). For the current six month and three month time periods, FasTrack had increased general and administrative expenses as it was seeking to commence operations and develop its future plans and endeavors. FasTrack will need additional funds in the future.

OFFICERS AND DIRECTORS
 
The following persons are to be appointed as directors and officers after the Agreement is closed.
 
Vivian Liu, 50, is a director, President and Chief Executive Officer. Ms. Liu became President and Chief Executive Officer in January 2011. In 1995 Ms. Liu co-founded NexMed, Inc., which in 2010 was renamed to Apricus BioSciences, Inc. Apricus Bio trades on NASDAQ with the symbol “APRI.” Ms. Liu was NexMed’s President and Chief Executive Officer from 2007 to 2009. Prior to her appointment as President Ms Liu served in several executive capacities, including Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Vice President of Corporate Affairs. She was appointed as a director of NexMed in 2007 and served as Chairman of the Board from 2009 to 2010. Ms. Liu has an M.P.A. from the University of Southern California, and has a B.A. from the University of California, Berkeley.
 
She will not be paid a salary until the Company raises at least an additional $500,000 in cash. Ms. Liu may receive as much as 6% of FasTrack’s issued and outstanding shares of common stock. She received 273 shares of restricted common stock. 1/36 of her shares vests each month over 36 months. Her shares have anti-dilution provisions. During the vesting period Ms. Liu will receive additional shares for her to retain a 2%, $%, and 6% ownership of the Company at 12, 24 and 36 month anniversary of the grant of her shares.

 
11

 

Henry Esber, Ph.D, 73, has served as a Director of FasTrack since January 2011. In 2000 Dr. Esber co-founded Bio-Quant, Inc., the largest pre-clinical discovery contract research organization in San Diego, California.  From 2000 to 2010 he served as its Senior Vice President and Chief Business Development Officer. Dr. Esber has more than thirty-five years experience in the pharmaceutical service industry. Dr. Esber currently serves on the Board of Directors of Apricus Bio and several private pharmaceutical companies. In the event that a potential conflict of interest arises between FasTrack and Apricus Bio, Mr. Esber will abstain from participating in the decision involving the conflict.
 
Ziad Mirza, M.D., 49, is a director of FasTrack and has served as Chairman of the Board of Directors since March 2010. He is the President and co-founder of Baltimore Medical and Surgical Associates. He is a Certified Medical Director of long term care through the American Medical Directors Association. He is as well a Certified Physician Executive from the American College of Physician Executives. He consults for pharmaceutical companies on clinical trial design. He has a medical degree from the American University of Beirut and completed his residency at Good Samaritan Hospital in Baltimore. He received an MBA from the University of Massachusetts.

None of the aforementioned directors have during the past ten years been convicted of any crime, or is not subject to an injunction or order involving securities violations, and have not been involved in a bankruptcy proceeding.

CONSULTING AGREEMENT
 
In January 2011 FasTrack entered into a Financial Advisory and Consulting Agreement with Dawson James Securities, Inc., for a 12 month term. If FasTrack is sold or engages in a merger, the Consultant will receive $50,000 and warrants to purchase shares of the FasTrack’s common stock equal to 2.5% of the Company’s outstanding common stock, on a fully-diluted basis. The warrant would have a term of seven years and have an exercise price of $0.01 per share.
 
FasTrack is not soliciting proxies from its shareholders. It anticipates receiving shareholder approval by written consent from its major shareholders. This will be accomplished pursuant to Delaware Corporate Law.

 
FINANCIAL STATEMENTS

North Horizon’s audited financial statements as of December 31, 2010, are attached. Also, North

Horizon’s unaudited financial statements for the period ended June 30, 2011, are attached. The financial statements include notes which are an integral part of the financial statements.
 
FasTrack’s audited financial statements as of December 31, 2010, are attached. Also, FasTrack’s unaudited financial statements as of June 30, 2011, are attached. The notes to the financial statements include historical information which has not been included in the Information Statement.
 
The interim financial statements for each of the companies have not been audited. In our opinion all adjustments consisting of only normal recurring adjustments necessary to present fairly the financial position of FasTrack and North Horizon as of June 30, 2011, and the results of operations for the six month period from January 1, 2011, through June 30, 2011, and the three month period from April 1, 2011, to June 30, 2011 have been made.  The results of operations for such interim periods are not necessarily indicative of the results to be expected for the entire year.

PRO FORMA FINANCIAL INFORMATION
 
The pro forma financial statements of the combined entities assume that the Agreement has been closed and FasTrack has become a subsidiary of North Horizon. The pro forma statements give effect to the ten shares into one share reverse split and the issuance of the shares of common stock that will occur in the transaction. The pro forma statements are as of June 30, 2011, and December 31, 2010.
 
PAST CONTACTS, NEGOTIATIONS, AND AGREEMENTS
 
Prior to the current Agreement there have been no contacts, transactions, negotiations or agreements between North Horizon and FasTrack during the preceding two years.

NO ISSUANCE OF SHARES OF COMMON STOCK
 
Other than the shares of stock to be issued under the terms of the Agreement, North Horizon has no obligations or agreements to issue any additional shares of common stock.

 
 
 
12

 
 

 
 
BY ORDER OF THE BOARD OF DIRECTORS
     
     
Date: September 16, 2011.
/s/Wallace Boyack
 
 
Wallace Boyack, President,
 
 
North Horizon, Inc.
 

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

Date September 16, 2011.
 
North Horizon, Inc.
By /s/Wallace Boyack                      
President
 
 
 
 


 
13

 
 
/Letterhead/
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
North Horizon, Inc.
Salt Lake City, Utah

We have audited the accompanying balance sheets of North Horizon, Inc. [ a development stage company ] as of December 31, 2010 and 2009 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2010 and for the period from the re-entering the development stage on January 1, 2002 through December 31, 2010. North Horizon, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of North Horizon, Inc. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 and for the period from the re-entering of development stage on January 1, 2002 through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming North Horizon, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, North Horizon, Inc. has incurred losses since its inception and has not yet established profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
March 24, 2011
 

 
 
14

 
 

 
NORTH HORIZON, INC.
(A Development Stage Company)
Balance Sheets
 
             
ASSETS
           
             
   
December 31,
   
December 31,
 
   
2010
   
2009
 
CURRENT ASSETS
           
             
  Cash
 
$
-
   
$
-
 
                 
  Total Current Assets
   
-
     
-
 
                 
  TOTAL ASSETS
 
$
-
   
$
-
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
                 
  Accounts payable
 
$
-
   
$
210
 
  Related-party payable
   
48,066
     
30,431
 
                 
  Total Current Liabilities
   
48,066
     
30,641
 
                 
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
  Common stock; 80,000,000 shares authorized, at $0.001 par value, 13,251,250  shares issued and outstanding
   
13,251
     
13,251
 
  Additional paid-in capital
   
3,213,664
     
3,212,414
 
  Deficit accumulated during the development stage
   
(3,274,981
)
   
(3,256,306
)
                 
  Total Stockholders' Equity (Deficit)
   
(48,066
)
   
(30,641
)
                 
  TOTAL LIABILITIES AND STOCKHOLDERS'   EQUITY (DEFICIT)
 
$
-
   
$
-
 
 
 
 

The accompanying notes are an integral part of these financial statements.
 

 
15

 

NORTH HORIZON, INC.
(A Development Stage Company)
Statements of Operations
 
 
               
From Re-Entry Into
 
               
the Development
 
               
Stage on January 1,
 
   
For the Year Ended
   
2002 through
 
   
December 31,
   
December 31,
 
   
2010
   
2009
   
2010
 
                   
REVENUES
 
$
-
   
$
-
   
$
-
 
                         
OPERATING EXPENSES
                       
                         
General and administrative
   
18,675
     
8,983
     
54,005
 
                         
Total Operating Expenses
   
18,675
     
8,983
     
54,005
 
                         
LOSS FROM OPERATIONS
   
(18,675
)
   
(8,983
)
   
(54,005
)
                         
DISCONTINUED OPERATIONS
   
-
     
-
     
(3,220,976
)
                         
LOSS BEFORE INCOME TAXES
   
(18,675
)
   
(8,983
)
   
(3,274,981
)
                         
PROVISION FOR INCOME TAXES
   
-
     
-
     
-
 
                         
NET LOSS
 
$
(18,675
)
 
$
(8,983
)
 
$
(3,274,981
)
                         
 BASIC LOSS AND DILUTED LOSS PER SHARE
 
$
(0.00
)
 
$
(0.00
)
       
                         
  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   
13,251,250
     
13,251,250
         

The accompanying notes are an integral part of these financial statements.
 

 
16

 
 
NORTH HORIZON, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
 
                               
                     
Deficit
       
                     
Accumulated
   
Total
 
                     
During the
   
Stockholders'
 
   
Common Stock
   
Additional Paid-
   
Development
   
Equity
 
   
Shares
   
Amount
   
in Capital
   
Stage
   
(Deficit)
 
                               
Balance, January 1, 2002
   
9,025,062
   
$
9,025
   
$
3,210,975
   
$
(3,220,000
)
 
$
-
 
                                         
Common stock issued for services at $0.001 per share
   
976,188
     
976
     
-
     
-
     
976
 
                                         
Net loss from inception through December 31, 2003
   
-
     
-
     
-
     
(976
)
   
(976
)
                                         
Balance, December 31, 2003
   
10,001,250
     
10,001
     
3,210,975
     
(3,220,976
)
   
-
 
                                         
Net loss for the year ended December 31, 2004
   
-
     
-
     
-
     
-
     
-
 
                                         
Balance December 31, 2004
   
10,001,250
     
10,001
     
3,210,975
     
(3,220,976
)
   
-
 
                                         
Net loss for the year ended December 31, 2005
   
-
     
-
     
-
     
(250
)
   
(250
)
                                         
Balance December 31, 2005
   
10,001,250
     
10,001
     
3,210,975
     
(3,221,226
)
   
(250
)
                                         
Net loss for the year ended December 31, 2006
   
-
     
-
     
-
     
-
     
-
 
                                         
Balance December 31, 2006
   
10,001,250
     
10,001
     
3,210,975
     
(3,221,226
)
   
(250
)
                                         
Common stock issued for debt at $0.001 per share
   
3,250,000
     
3,250
     
139
     
-
     
3,389
 
                                         
Net loss for the year ended December 31, 2007
   
-
     
-
     
-
     
(8,049
)
   
(8,049
)
                                         
Balance, December 31, 2007
   
13,251,250
     
13,251
     
3,211,114
     
(3,229,275
)
   
(4,910
)
                                         
Services contributed by shareholder
   
-
     
-
     
600
     
-
     
600
 
                                         
Net loss for the year ended December 31, 2008
   
-
     
-
     
-
     
(18,048
)
   
(18,048
)
                                         
Balance, December 31, 2008
   
13,251,250
     
13,251
     
3,211,714
     
(3,247,323
)
   
(22,358
)
                                         
Services contributed by shareholder
   
-
     
-
     
700
     
-
     
700
 
                                         
Net loss for the year ended December 31, 2009
   
-
     
-
     
-
     
(8,983
)
   
(8,983
)
                                         
Balance, December 31, 2009
   
13,251,250
     
13,251
     
3,212,414
     
(3,256,306
)
   
(30,641
)
                                         
Services contributed by shareholder
   
-
     
-
     
1,250
     
-
     
1,250
 
                                         
Net loss for the year ended December 31, 2010
   
-
     
-
     
-
     
(18,675
)
   
(18,675
)
                                         
Balance, December 31, 2010
   
13,251,250
   
$
13,251
   
$
3,213,664
   
$
(3,274,981
)
 
$
(48,066
)

The accompanying notes are an integral part of these financial statements.
 
 
 
17

 
 
NORTH HORIZON, INC.
(A Development Stage Company)
Statements of Cash Flows
 
               
From Re-entry Into
 
               
the Development
 
               
Stage on January 1,
 
   
For the Year Ended
   
2002 through
 
   
December 31,
   
December 31,
 
   
2010
   
2009
   
2010
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
                   
Net loss
 
$
(18,675
)
 
$
(8,983
)
 
$
(3,274,981
)
Adjustments to reconcile net loss to net cash used by operating activities:
                       
Common stock issued for services
   
-
             
976
 
Services contributed by shareholders
   
1,250
     
700
     
2,550
 
Changes in operating assets and liabilities
                       
Change in accounts payable
   
(210
)
   
210
     
-
 
                         
Net Cash Used in Operating Activities
   
(17,635
)
   
(8,073
)
   
(3,271,455
)
                         
CASH FLOWS FROM INVESTING ACTIVITIES
   
-
     
-
     
-
 
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
 Increase in related  party payable
   
17,635
     
8,073
     
51,455
 
Sale of common stock
   
-
     
-
     
3,220,000
 
                         
Net Cash Provided by Financing Activities
   
17,635
     
8,073
     
3,271,455
 
                         
                         
  NET CHANGE IN CASH
   
-
     
-
     
-
 
                         
CASH AT BEGINNING OF PERIOD
   
-
     
-
     
-
 
                         
CASH AT END OF PERIOD
 
$
-
   
$
-
   
$
-
 
                         
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOR INFORMATION
                       
                         
CASH PAID FOR:
                       
                         
Interest
 
$
-
   
$
-
   
$
-
 
Income Taxes
 
$
-
   
$
-
   
$
-
 
                         
NON CASH FINANCING ACTIVITIES:
                       
                         
Common stock issued for debt
 
$
-
   
$
-
   
$
3,389
 

The accompanying notes are an integral part of these financial statements.
 
 
 
18

 
 
NORTH HORIZON, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Business
North Horizon, Inc. (the Company) was organized on January 15, 1959, under the laws of the State of Utah, having the purpose of engaging in the chemical and cosmetic business.   Over the years the Company has engaged in various other businesses activities.  The Company discontinued its operations and was reclassified as a development stage company as of January 1, 2002. In 2007 the Company changed the corporate domicile to the State of Nevada.
 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic Loss per Common Share
Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2010 and 2009.
   
For the
Year Ended
December 31,
2010
   
For the
Year Ended
December 31,
2009
 
 Loss (numerator)
 
$
(18,675
)
 
$
(8,983
)
 Shares (denominator)
   
13,251,250
     
13,251,250
 
 Per share amount
 
$
(0.00
)
 
$
(0.00
)
 
Revenue Recognition
The Company will develop an appropriate revenue recognition policy when planned principle operations commence.
 
Advertising Costs
The Company’s policy regarding advertising is to expense advertising costs when incurred. The Company did not incur any advertising expense during the years ended December 31, 2010 and 2009.
 
 


 
 
19

 
 

NORTH HORIZON, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates.
 
Net deferred tax assets consist of the following components as of December 31, 2010 and 2009:
   
December 31,
2010
   
December 31,
2009
 
 Deferred tax asset
           
 NOL Carryover
 
$
20,064
   
$
13,268
 
 Valuation allowance
   
(20,064
)
   
(13,268
)
 Net deferred tax asset
 
$
-
   
$
-
 
 
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the period ended December 31, 2010 and 2009.
   
December 31,
2010
   
December 31,
2009
 
 Book loss
 
$
7,284
   
$
3,503
 
 Services contributed by shareholders
   
(488
   
(273
 Valuation allowance
   
(6,796
)
   
(3,230
)
 Net deferred tax asset
 
$
-
   
$
-
 
 
At December 31, 2010, the Company had net operating loss carry forwards of approximately $51,446 that may be offset against future taxable income through 2030.  No tax benefit has been reported in the December 31, 2010, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
 
The Company has no tax provisions at December 31, 2010 and 2009, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
 
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the period ended December 31, 2010 and 2009, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2010 and December 31, 2009.  All tax years starting with 2007 are open for examination.  
 
 
 
20

 
 
NORTH HORIZON, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009
 
1. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Income Taxes (Continued)
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur this may limit net operating loss carry forwards in future years.

Accounting Basis
The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a December 31 fiscal year end.

Fair Value of Liabilities
As at December 31, 2010, the fair value of cash and accounts and advances payable, including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments.
 
Recent Accounting Pronouncements
The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements.  The ASC does change the way the guidance is organized and presented.
 
Accounting Standards Update (“ASU”) No. 2009-2 through ASU No. 2011-01 contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
 
 

 
21

 
 

NORTH HORIZON, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010 and 2009

 
2.  
RELATED PARTY TRANSACTIONS

The Company has recorded expenses paid on its behalf by shareholders as a related party payable. At December 31, 2010, the payable balance totaled $48,066.  The amount is non interest bearing, unsecured and is payable on demand.
 
The Company's officer contributes his services without compensation.  The Company has recorded an expense of $1,250 and $700 for these services contributed to the Company during the years ended December 31, 2010 and 2009, respectively.

3. 
GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time, which together raises substantial doubt regarding its ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. Management plans to continue to pay the operating expenses of the Company.  The Company is seeking a merger or acquisition of an existing operating company. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

4. 
COMMON STOCK
 
The Company is authorized to issue 80,000,000 common shares with a par value of $0.001 per share.  At the balance sheet date the Company had 13,251,250 common shares issued and outstanding.

During 2007, the Company issued 3,250,000 shares its common stock in satisfaction of $3,389 of its debts at $0.001 per share.   During 2002, the Company issued 976,188 shares of its common stock for services valued at $0.001 per share. Prior to discontinuing its operations the Company issued 9,025,062 shares of common stock for $3,220,000.

5. 
SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no material subsequent events to report.


 
 
22

 
 

NORTH HORIZON, INC.
(A Development Stage Company)
Consolidated Balance Sheets

   
June 30,
   
December 31,
 
   
2011
   
2010
 
   
(unaudited)
       
             
ASSETS
           
CURRENT ASSETS
           
             
Cash
  $ -     $ -  
                 
Total Current Assets
    -       -  
                 
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
                 
Accounts payable
  $ 1,800     $ -  
Related-party payable
    54,441       48,066  
                 
Total Current Liabilities
    56,241       48,066  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock; 80,000,000 shares authorized, at $0.001 par value, 13,251,250 shares issued and outstanding
    13,251       13,251  
Additional paid-in capital
    3,215,154       3,213,664  
Deficit accumulated during the development stage
    (3,284,646 )     (3,274,981 )
                 
Total Stockholders' Equity (Deficit)
    (56,241 )     (48,066 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ -     $ -  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
23

 

NORTH HORIZON, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)

               
From
 
               
Re-entering the
 
               
Development
 
               
Stage on
 
               
January 1,
 
   
For the Three Months Ended
   
For the Six Months Ended
   
2002 through
 
   
June 30,
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
REVENUES
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
                                         
General and administrative expense
    3,845       12,070       8,915       13,450       62,920  
                                         
Total Operating Expenses
    3,845       12,070       8,915       13,450       62,920  
                                         
LOSS FROM OPERATIONS
    (3,845 )     (12,070 )     (8,915 )     (13,450 )     (62,920 )
                                         
OTHER INCOME (EXPENSES)
                                       
                                         
Interest expense
    (387 )     -       (750 )     -       (750 )
                                         
DISCONTINUED OPERATIONS
    -       -       -       -       (3,220,976 )
                                         
LOSS BEFORE INCOME TAXES
    (4,232 )     (12,070 )     (9,665 )     (13,450 )     (3,284,646 )
                                         
PROVISION FOR INCOME TAXES
    -       -       -       -       -  
                                         
NET LOSS
  $ (4,232 )   $ (12,070 )   $ (9,665 )   $ (13,450 )   $ (3,284,646 )
                                         
BASIC LOSS AND DILUTED LOSS PER SHARE
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    13,251,250       13,251,250       13,251,250       13,251,250          

The accompanying notes are an integral part of these consolidated financial statements.
 
 
24

 
 
NORTH HORIZON, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

         
From
 
         
Re-entering the
 
         
Development
 
         
Stage on
 
         
January 1,
 
   
For the Six Months Ended
   
2002 through
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
                   
Net loss
  $ (9,665 )   $ (13,450 )   $ (3,284,646 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
Common stock issued for services
    -       -       976  
Imputed interest
    750       -       750  
Services contributed by shareholders
    740       700       3,290  
Changes in operating assets and liabilities
                       
Change in accounts payable
    1,800       (210 )     1,800  
                         
Net Cash Used in Operating Activities
    (6,375 )     (12,960 )     (3,277,830 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
Increase in related party payable
    6,375       12,960       57,830  
Sale of common stock
    -       -       3,220,000  
                         
Net Cash Provided by Financing Activities
    6,375       12,960       3,277,830  
                         
NET CHANGE IN CASH
    -       -       -  
                         
CASH AT BEGINNING OF PERIOD
    -       -       -  
                         
CASH AT END OF PERIOD
  $ -     $ -     $ -  
                         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                       
                         
CASH PAID FOR:
                       
                         
Interest
  $ -     $ -     $ -  
Income Taxes
  $ -     $ -     $ -  
                         
NON CASH FINANCING ACTIVITY
                       
                         
Common stock issued for debt
  $ -     $ -     $ 3,389  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
25

 
 
NORTH HORIZON, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011 and December 31, 2010

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in 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 financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2010 audited financial statements.  The results of operations for the periods ended June 30, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management 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.

Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company has recorded expenses paid on its behalf by shareholders as a related party payable. At June 30, 2011, this payable totaled $54,441.  The amount is unsecured and is payable on demand.  Interest has been imputed on the related party payable at 3% and has been recorded as a contribution to capital.  For the six months ended June 30, 2011, $750 was recorded as imputed interest. During the six months ended June 30, 2011, the Company’s president performed legal services valued at $740 which have been recorded as a contribution to capital.
 
 
26

 

NORTH HORIZON, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011 and December 31, 2010

NOTE 5 – SUBSEQUENT EVENTS

On July 13, 2011, the Company entered into a Merger Agreement and Plan of Merger ("Agreement") with FasTrack Pharmaceuticals, Inc., a Delaware corporation.  FasTrack was organized in October 2008. FasTrack is engaged in the business of the development of pharmaceutical products.  FasTrack has unique delivery platforms and know-how which provide a basis for the therapeutic drugs under development.

In order to facilitate the merger, on June 23, 2011, the Company formed a wholly-owned subsidiary, North First General, Inc., whereby North First General will be merged with and into FasTrack and 100% of the issued and outstanding shares of FasTrack common stock will be exchanged for shares of the Company’s common stock, whereupon FasTrack will be the surviving corporation and become the wholly owned subsidiary of the Company. The shareholders, convertible note holder, and warrant holder of FasTrack will receive in the transaction the number of shares comprising ninety-two percent (92%) of the fully-diluted shares of the Company as of the closing which shares will be issued after the reverse split.

Prior to the Closing the Company will amend its Articles of Incorporation to change its name and to increase its authorized capital to 150,000,000 shares of common stock, par value of $.001 per share and will adopt a recapitalization by a reverse stock split on the basis of ten shares into one share for the issued and outstanding shares of the Company’s common stock. Pursuant to the terms of the Agreement the current directors will resign and appoint three new directors, Vivian Liu; Henry Esber, Ph.D.; and Ziad Mirza, M.D.  The appointment of the new directors will become effective upon their acceptance and the closing. It is anticipated that the Company’s principal shareholder who owns approximately sixty-three percent (63%) of the issued and outstanding shares of common stock will approve by written consent the foregoing proposals to amend the Company's Articles of incorporation.

The closing will cause a change in control of the Company.  Presently the Company has 13,251,250 shares of common stock issued and outstanding.  The effect of the reverse split will be to reduce that number to 1,325,125.  To acquire the shares of FasTrack the Company will issue to the FasTrack shareholders, convertible note holder, and warrant holder, on a fully-diluted basis, approximately 15,238,938 shares (post reverse split).  When these shares are issued, the Company will then have outstanding approximately 16,564,063 shares of common stock.

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no additional material subsequent events to report.
 
 
27

 
 
FASTRACK PHARMACEUTICALS, INC. AND SORRENTO PHARMACEUTICALS, INC.
 
Contents

Combined Financial Statements

 
Page
   
Independent auditors’ report
29 - 30
   
Combined balance sheets
31
   
Combined statements of operations
32
   
Combines statements of changes in stockholders’ deficit
33
   
Combined statements of cash flows
34
   
Notes to combined financial statements
35

 
28

 
 
 
EisnerAmper LLP
2015 Lincoln Highway,
PO Box 988
Edison, NJ 08818
T  732.287.1000
F  732.287.3200
 
www.eisneramper.com
 
 
 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
FasTrack Pharmaceuticals, Inc.

We have audited the accompanying combined balance sheets of FasTrack Pharmaceuticals, Inc. (the “Company”) and Sorrento Pharmaceuticals, Inc. as of December 31, 2010 and December 31, 2009 and the related combined statements of operations, changes in stockholders’ deficit and cash flows for the years then ended and for period from inception (October 31, 2008) to December 31, 2010.  These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

The accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered recurring losses from operations and has limited liquidity which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
29

 

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of FasTrack Pharmaceuticals, Inc. (the “Company”) and Sorrento Pharmaceuticals, Inc. as of December 31, 2010 and December 31, 2009, and the results of their combined operations and their combined cash flows for the years then ended and for period from inception (October 31, 2008) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
 
/s/ EisnerAmper LLP

 
June 17, 2011
Edison, New Jersey

 
30

 
 
FASTRACK PHARMACEUTICALS, INC. AND SORRENTO PHARMACEUTICALS, INC.
 
(Development Stage Companies)
Combined Balance Sheets

   
March 31,
   
December 31,
 
 
 
2011 (unaudited)
   
2010
   
2009
 
Assets                  
Current assets
                 
Cash
  $ 5,785     $ 1,650     $ 976  
                         
Total assets
  $ 5,785     $ 1,650     $ 976  
                         
Liabilities and Stockholders' Deficit
                       
Current liabilities
                       
Loan from Officers
  $ 23,603     $ 18,600     $ 1,100  
Accounts payable
    7,533       10,034       -  
Notes payable - Apricus Bio/Bio-Quant
    200,952       200,952       379,858  
Interest payable
    23,569       23,569       7,246  
Note payable- BMSA
    15,000       -       -  
Total liabilities
    270,657       253,155       388,204  
                         
Commitments and Contingencies
                       
                         
Stockholders' deficit
                       
FasTrack Common stock, $.0001 par value, 50,000,000 shares authorized, 4,821, 4,504 and 4,379 shares issued and outstanding at March 31, 2011, December 31, 2010 and December 31, 2009, respectively.
    -       -       -  
Additional paid-in capital
    253,825       242,666       37,020  
Accumulated deficit
    (518,697 )     (494,171 )     (424,248 )
                         
Total stockholders' deficit
    (264,872 )     (251,505 )     (387,228 )
                         
Total liabilities and stockholders' deficit
  $ 5,785     $ 1,650     $ 976  
 
The accompanying notes are an integral part of these combined financial statements.
 
 
31

 
 
FASTRACK PHARMACEUTICALS AND SORRENTO PHARMACEUTICALS, INC.
 
(Development Stage Companies)
Combined Statements of Operations

    
For the Three Months Ended
   
For the Year Ended
   
October 31, 2008
 
   
March 31,
   
December 31,
   
(Inception) through
 
   
2011 (unaudited)
   
2010 (unaudited)
   
2010
   
2009
   
March 31, 2011
 
Costs and expenses
                             
Research and development
  $ -     $ -     $ -     $ 20,000     $ 20,000  
General and administrative
    20,206       32,467       53,601       124       73,931  
Total costs and expenses
    20,206       32,467       53,601       20,124       93,931  
                                         
Loss from operations
    (20,206 )     (32,467 )     (53,601 )     (20,124 )     (93,931 )
                                         
Other income (expense)
                                       
Interest expense
    (4,320 )     (7,580 )     (16,322 )     (7,246 )     (27,888 )
Total other income (expense)
    (4,320 )     (7,580 )     (16,322 )     (7,246 )     (27,888 )
                                         
Net income (loss)
  $ (24,526 )   $ (40,047 )   $ (69,923 )   $ (27,370 )   $ (121,819 )
 
The accompanying notes are an integral part of the combined financial statements.
 
 
32

 
 
FASTRACK PHARMACEUTICALS, INC. AND SORRENTO PHARMACEUTICALS, INC.
 
(Development Stage Companies)
Combined Statements of Changes in Stockholders' Deficit

   
FasTrack
         
Deficit
       
   
Common
   
Common
         
Accumulated During
       
   
Stock
   
Stock
   
Additional
   
The Development
   
Total
 
   
(Shares)
   
(Amount)
   
Paid-In Capital
   
Stage
   
Stockholders' Deficit
 
Balance at October 31, 2008 (Inception)
    -     $ -     $ -