ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2007, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 1 to the unaudited quarterly financial statements.

Business Overview

The Company's mission is to identify and acquire a series of strategically targeted rural cable systems and networks. The Company has and intends to continue selectively acquire, upgrade and consolidate the capabilities of these systems such that the sum of the whole will be greater than its parts. Each acquired system will expand its basic cable TV services to include Digital, Video on Demand ("VoD"), Pay per View, High-speed Internet, and Telephone through either its existing cable network or WiFi ("Wireless Fidelity") last mile strategies.

Plan of Operations

At September 30, 2008, we had $76,346 cash on hand. We intend to use our operating cash flow to continue to support operations. We intend to continue to develop the business opportunity through acquisition and organic growth. The development of the business opportunity includes continued marketing efforts and product testing over the next twelve months.

On January 1, 2008, the Company acquired certain assets, stock and the businesses from two cable TV companies ("Chula Vista Cable, Ltd." and "National City Cable, Inc.") both located in the San Diego metropolitan area (the "January 2008 Acquisition"). The two entities combined serve over 3,400 subscribers offering cable TV, high speed and phone (Voice over Internet Protocol, VoIP) services.

The January 2008 acquisition was acquired for $750,000 of cash, 2.5 million shares of the Company's Class A Preferred stock with an estimated fair value of $400,000 and a $1.75 million three year secured balloon note bearing interest at 6%, paid quarterly (see Note 2). On the effective close date of January 1, 2008, the estimated fair value of the preferred stock if converted to common was $400,000. For accounting purposes, based on the value of the stock, cash and note, the transaction was recorded on the books at $2,900,000 based on the fair market value of the Company's common stock as of completion of the acquisitions on January 1, 2008.

On July 28, 2008, NexHorizon Communications, Inc. announced it has entered into a letter of intent to acquire Phoenix Communications Inc. (dba Pine River Cable) headquartered in McBain, Michigan. Pine River provides cable television and wireless Internet services to more than 2,500 customers located in and around McBain, Michigan. The transaction is contingent upon completion of due diligence and audit, which has not yet been completed.

Effective October 1, 2008, pursuant to the Agreement Regarding Sale of Assets of Story Communications, LLC, the Company closed its purchase of all of the assets and cable TV systems of Story Communications, LLC located in the Tulsa, Oklahoma metropolitan area. The purchase price consists of cash of $11,500 and 513,500 shares of the Company's Series B Preferred stock. After October 1, 2009, the Series B Preferred stock may convert to the Company's common stock at a conversion price equal to 100% of the average closing price for the preceding 5 days divided by $1.00 per share of Series B Preferred stock. In the event the average closing price for the preceding 5 days is less than the minimum floor price of $1.00 per share or exceeds a maximum ceiling price of $5.00 per share, then conversion shall occur at the floor price. As of October 1, 2008, the 513,500 shares of the Series B Preferred stock had an estimated fair value of $25,675, based on the equivalent common shares into which the Series B Preferred Stock is convertible as of the date of the transaction.

On August 25, 2008, the Company held its annual shareholders' meeting. There were sufficient votes to pass the expansion of common and preferred stock from 50,000,000 to 250,000,000 and 5,000,000 to 25,000,000 (4,250,000 Series A, 5,500,000 Series B and 15,250,000 Series C), respectively.

We are dependent on raising additional equity and/or debt to fund any negotiated settlements with our outstanding creditors and meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to be able to negotiate acceptable settlements with our outstanding creditors or fund our ongoing operating expenses. We cannot make any assurances that we will be able to raise funds through such activities.

Results of Operations

For the Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Net Sales

Net sales were $1,470,943 for the nine months ended September 30, 2008, compared to $262,019 for the nine months ended September 30, 2007. All sales were a result of our activities involving cable TV systems and networks. The $1,208,924 increase in sales is directly attributed to the acquisition of the two San Diego cable TV companies effective January 1, 2008.

Cost of Sales

Cost of sales was $420,557 for the nine months ended September 30, 2008, compared to the $134,584 for the nine months ended September 30, 2007. Cost of sales principally consists of programming, high speed Internet and other direct costs involving cable TV systems and networks. The $285,973 increase in cost of sales is directly attributable to the acquisition of the two San Diego cable TV companies effective January 1, 2008.

Operating Expenses

Operating expenses were $2,399,795 for the nine months ended September 30, 2008, compared to $2,071,269 for the nine months ended September 30, 2007. The increase of $328,526 was a result of the acquisition of the two San Diego cable companies, offset by a one-time impairment of goodwill of $1,200,000 in 2007. During the nine months ended September 30, 2008, salary expenses includes $458,638 of compensation related to salaries of certain members of management that was paid in common stock rather than cash.

Operating expenses also include other general and administrative expenses of $1,627,080 compared to $616,947 for the nine months ended September 30, 2007. Included in our other general and administrative expense for the nine months ended September 30, 2008, approximately $772,418 was for legal, consulting and professional services representing approximately 47% of other general and administrative expenses. The remaining other general and administrative expenses principally consists of operating expense such as non-cash consulting expenses, depreciation, rent and utilities expense.

Other income (expense)

Other income (expense) was $(862,343) for the nine months ended September 30, 2008, compared to $(304,568) for the nine months ended September 30, 2007. The increase of $557,775 in other expense was a result of additional interest expense of $525,000 primarily from the $1,750,000 secured balloon note and the $1,760,000 secured original issue discount debenture that were issued in connection with the January 2008 Acquisition and the loss on settlement of debt of $237,500, offset by the gain on extinguishment of debt of $188,000 during the nine months ended September 30, 2008.

Results of Operations -Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Net Sales

Net sales were $522,512 for the three months ended September 30, 2008, compared to $108,679 for the three months ended September 30, 2007. All sales were a result of our activities involving cable systems and networks. The $413,833 increase in sales is directly attributed to the acquisition of the two San Diego cable TV companies acquired effective January 1, 2008.

Cost of Sales

Cost of sales was $76,675 for the three months ended September 30, 2008, compared to the $33,168 for the three months ended September 30, 2007. Cost of sales principally consists of programming, high speed Internet and other direct costs involving cable TV systems and networks. The $43,507 increase in cost of sales is directly attributable to the acquisition of the two San Diego cable TV companies effective January 1, 2008.

Operating Expenses

Operating expenses were $792,614 for the three months ended September 30, 2008, compared to $680,530 for the three months ended September 30, 2007. The increase of $112,084 was a result of the acquisition of the two San Diego cable companies acquired effective January 1, 2008. During the three months ended September 30, 2008, salary expenses included a $183,971 non-cash compensation related to salaries of certain members of management paid in common stock rather than cash.

Operating expenses also include other general and administrative expenses of $506,542 compared to $511,776, for the three months ended September 30, 2008 and 2007, respectively. Included in our other general and administrative expense for the three months ended September 30, 2008, approximately $247,956 was for legal, consulting and professional services representing approximately 49% of other general and administrative expenses. The remaining other general and administrative expenses principally consists of operating expense such as non-cash consulting expenses, depreciation, rent and utilities expense.

Other income (expense)

Other income (expense) was $(330,801) for the three months ended September 30, 2008, compared to $(203,226) for the three months ended September 30, 2007. The increase of $127,575 of expense was a result of the interest expense on the $1,750,000 secured balloon note and the $1,760,000 secured original issue discount debenture issued in connection with the January 2008 Acquisition.

Liquidity and Capital Resources

As of September 30, 2008, the Company has a working capital deficit of $2,968,890. Management recognizes the Company must generate additional resources to enable it to continue operations. The Company will continue to seek working capital through the equity markets. The successful outcome of future fund raising activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

Cash flow from operations during the nine months ended September 30, 2008, included net losses of $2,211,752 adjusted for non-cash items of $572,078 in depreciation and amortization expense, $1,014,990 of stock compensation, $118,302 of accrued interest added to notes payable, and $49,500 of net loss on debt extinguishment.

Cash flow from operations during the nine months ended September 30, 2007, included net losses of $2,248,402 adjusted for non-cash items of $48,999 in depreciation and amortization expense.

In January 2008, the Company executed a three-year debenture for approximately $1,760,000. The debenture is repaid with interest only for the first six months and then with principal and interest payments during the remaining months. Payments are made monthly at the higher of 11.5% or prime plus 4%. As of September 30, 2008 the current balance is $1,726,387, including accrued interest of $16,387.

A portion of the debenture proceeds was used to acquire two cable TV companies located in the San Diego metropolitan area ("Chula Vista Cable, Ltd" and "National City Cable, Inc.") on January 1, 2008. The combined entities serve over 3,400 subscribers. The combined entities were acquired for $750,000 of cash, 2.5 million shares of Series A Preferred stock convertible to common after the one year anniversary from the transaction and $1.75 million in the form of a 3 year balloon note bearing interest at 6% annually, paid quarterly.

On July 28, 2008, the Company announced it has entered into a letter of intent to acquire Phoenix Communications Inc. (dba Pine River Cable) headquartered in McBain, Michigan. Pine River provides cable television and wireless Internet services to more than 2,500 customers located in and around McBain, Michigan. The transaction is contingent upon completion of due diligence and audit.

Effective October 1, 2008, the Company closed on the purchase of certain assets and cable TV systems located in the Tulsa, Oklahoma metropolitan area. The assets and systems acquired were purchased from a bank for $11,500 cash and 513,500 Series B Preferred stock. The Preferred stock is convertible to common stock, at the option of the holder, after the one-year anniversary of the transaction. The conversion to common will be based upon the higher of the five day closing average stock price or $1.00 per share.

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

The Company will require additional capital for acquisitions, upgrades and expansion of additional services. If we are unable to raise capital when our needs arise, we will be unable to pursue our current business strategy and may not be able to fund our operations.

We Require Additional Capital for Acquiring Other Companies

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

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

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

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

Critical Accounting Policies

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2008.