UPLOAD: SEC-generated letter

October 29, 2004


Mail Stop 0409

Edward F. Panos
President
Common Horizons, Inc.
620 Tam O`Shanter
Las Vegas, NV 89109

Re: Common Horizons, Inc.
Form SB-2, filed on September 29, 2004
File No. 333-119366

Dear Mr. Panos:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form SB-2
General
1. We note that you have included in your registration statements
the
undertakings required for a delayed or continuous offering under
Rule
415. If you intend to offer your securities on a delayed or
continuous basis, please include cover page disclosure and an
appropriate box on the cover page of the registration statement.

2. It is not clear from either your summary or the more detailed
description of your business on pages 23 - 27 what products or
services you intend to offer. Although you have a clear statement
of
the fees you plan to charge subscribers, we cannot determine what
you
will provide in return. For example, you indicate at the bottom
of
page 23 that you intend to offer "a variety of online content and
forums" and you include a list of topic headings on page 25, but
do
not provide any detail about what the actual content, service or
product will be or how you intend to produce or obtain the
content,
service or product. In addition, we note that your actual website
does not currently appear to contain any of the topic headings set
forth on page 25. Please revise your business section
substantially
to include a description of the products and services you intend
to
provide, including a discussion of how you will source those
products
and services. For example, if you intend to provide columns with
medical advice on coping with loss, please disclose whether you
will
hire a medical journalist or simply acquire the right to republish
articles found at other sources. If you intend to sell products,
describe how you will obtain those products. This disclosure
should
also address any liability issues that may arise in connection
with
the various content, products or services, such as medical or
therapeutic licensing issues. We may comment further once we have
fully reviewed your intended business.

3. It appears from your disclosure that Common Horizons, Inc. may
be
blank check company under Section (a)(2) of Rule 419 of the
Securities Act of 1933. We note, for example, that since the
creation of your website and the inception of your business, you
have
not generated any revenues, you do not appear to have any written
agreements to provide services to any party, you do not appear to
have any dedicated full-time or part-time employees other than Mr.
Panos and, although you have presented a plan of operation, your
website does not appear to be complete. We also note that you
have
issued penny stock. Please tell us why you believe that Common
Horizons, Inc. is not a blank-check company. Alternatively,
revise
the registration statement to disclose that you are a blank check
company and that any future offerings of your securities would
need
to comply with Rule 419.

4. To the extent you are a blank check company, please revise the
document to clearly state that holders of your common stock may
not
rely on Rule 144 of the Securities Act of 1933 and must register
any
re-sales of your common stock under the Securities Act of 1933.
See
the letter dated January 21, 2000 to Ken Worm, Assistant Director
of
OTC Compliance Unit, NASD Regulation, Inc., from Richard Wulff,
Chief, Office of Small Business.

5. We note that you are claiming an exemption under Rule 504 of
Regulation D for the 2 issuances of common stock in 2004. Please
be
advised that Rule 504 is not available to blank check companies.
Refer to Rule 504(a)(3). Please advise us and revise your
disclosure
accordingly.


Registration Statement Cover Page

6. Please include the Primary Standard Industrial Classification
Code
assigned to your business on the registration statement cover page
as
set forth in the Form SB-2 requirements.

7. The Calculation of Registration Fee Table is formatted in such
a
way that the column headings are very difficult to read. Please
reformat these headings so that they may be read more easily.

Prospectus Summary, pages 4 - 5
8. The summary should highlight the material information in the
prospectus. Please revise to highlight:
* The key products or services you intend to offer,
* Your auditor`s going concern opinion, and
* Whether you have any current customers or suppliers and if so,
how
many.

Risk Factors, pages 6 - 12
9. We note that both Edward Panos and Can Euro Holdings will
continue
to hold a substantial percentage of your outstanding shares after
the
completion of this offering. We also note that Ed Panos will
continue to be your sole director, officer and employee.
Accordingly, please add a risk factor discussing the fact that
Edward
Panos will be able to control, and Can Euro Holdings will continue
to
substantially influence, the direction of the company`s policies
after the offering is complete.
10. Please revise to include a separate risk factor discussing the
risk associated with the going concern opinion issued by your
auditor. The text of your risk factor should include a discussion
that quantifies your anticipated future operating costs.

11. Please include a risk factor discussing the risks associated
with
an investment in penny stock.

12. We note that you currently have a demand loan outstanding in
the
amount of $25,971 but that you have insufficient funds available
to
pay that loan. Please include a risk factor describing the risk
of
your creditor making a demand on your outstanding loan.

13. Consider including a risk factor discussion regarding the risk
that there is no current market for an Internet-based online
support
center for individuals in need of help in coping with emotional,
physical or mental trauma.

If we do not obtain additional financing, our business will fail,
page 6

14. So that an investor may fully understand the risk described,
please include an estimate of the amount of additional funding you
will need for your business to become fully operational.

We are in a competitive industry and our competitors may be more
successful in attracting and retaining customers which could harm
or
limit our ability to attract and retain customers or expand our
business, page 7

15. It is not clear which service currently provided by WebMD.com
will be competitive with your proposed service offering. Please
revise your disclosure to more clearly state how you believe that
WebMD.com presents a competitive threat to your proposed business.

If we are unable to hire and retain key personnel, we may not be
able
to implement our business plan, page 7

16. Since Edward Panos is currently your only employee, please
name
him in the risk factor heading. In addition, please specify the
positions for which you anticipate hiring additional key
employees,
if any.

If we are not granted full protection for property rights over our
name and trademark, we may have difficulty safeguarding our name
or
the public`s identification of our service resulting in a
potential
loss of any competitive advantage, page 8

17. Supplementally advise us whether you own the right to use your
Internet domain name, www.commonhorizons.com. If you are not the
registered owner of the Internet domain name that you use, update
your risk factor disclosure to discuss the risks to you of using
that
URL for your website.

If we become subject to burdensome government regulations
affecting
our operations, our business could be adversely affected, page 11

18. Please revise to omit the list of laws that may be applied to
the
Internet. Please limit the disclosure under this heading to a
discussion of the specific risks to your business or to investors
arising from governmental regulations.


The continuing conflict in Iraq, future terrorist attacks and
threats
of or actual war may negatively impact all aspects of our
operations,
revenues, and costs, pages 11- 12

19. The risk described under this heading is generic and could
apply
to any company in any industry. Please revise your disclosure to
indicate how the risk described affects your industry or company
uniquely.

Determination of Offering Price

20. We note your disclosure that the $.10 per share offering price
of
the common stock being registered was arbitrarily chosen based on
the
sales price of your common stock in your most recent private
offering. In your next amendment, please include a more
quantitative
analysis of the factors used in determining the offering price.
Refer
to Item 505 of Regulation S-B. In addition, we noted that, as a
result of the June 25, 2004 10-for-1 stock split, the offering
price
of your most recent private offering was $.01. Please advise and
revise.

Selling Shareholders, pages 13 - 17

21. Please disclose, by footnote, the natural person that controls
each of the entities listed in the selling stockholder table. If
any
of the entities listed are public entities, majority-owned
subsidiaries of public entities or investment companies, please
disclose this by way of footnote.

22. Please identify all selling shareholders who are registered
broker-dealers or affiliates of broker dealers. Additionally,
tell
us if the broker-dealer received the securities as underwriting
compensation. Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker dealers as underwriters if the shares were not issued
as
underwriting compensation.

23. Please provide an analysis supporting your position that the
resale of securities by any affiliates of broker-dealers is not an
indirect primary offering. Your analysis should address the
following points:

* how long the selling shareholders have held the securities,
* the circumstances under which the selling shareholders received
the
securities,
* the selling shareholders` relationship to the issuer,
* the amount of securities involved,
* whether the sellers are in the business of underwriting
securities,
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.

Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:

* the seller purchased in the ordinary course of business and
* at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

Plan of Distribution, pages 18 - 19

24. We note your statement in the middle of page 18 that "the
shares
may also be sold in compliance with . . . Rule 144." Please
revise
your disclosure to indicate which shares you are referencing in
this
sentence.

Directors, Executive Officers, Promoters and Control Persons,
pages
19 - 20
25. Please revise the description of Mr. Panos` experience to
include
5 years of information as required by Item 401(a)(4) of Regulation
S-
B. Your current description only covers the period after
September
2000.

Significant Employees, page 20

26. We note your statement under this heading that you conduct
your
business through verbal agreements with consultants and arms-
length
third parties. We also note the description of one such agreement
with your auditors. Please revise this disclosure to summarize
any
arrangement you currently have with your website developer.

Security Ownership and Certain Beneficial Owners and Management,
pages 20 - 21

27. Supplementally advise us whether there is any familial
relationship between Edward F. Panos and either Muriel Panos
Johnson
or John D. Panos, both named in the selling shareholder table.
Please revise accordingly. Refer to Rule 13d-3.

28. Please disclose, by footnote, the natural person that controls
Can Euro Holdings.

Description of Securities, pages 21 - 22

29. Please include a brief description of your recent 10-for-1
stock
split in the first paragraph under this heading.


Voting Rights, page 21

30. Since an average investor is not likely to understand the
meaning
of the term "plurality," please define, by percentage, number or
otherwise, how many votes are necessary to elect a director.

31. We note your disclosure in the second sentence under this
heading
that common shareholders` voting rights are subject to voting
rights
granted to holders of preferred stock. Please reconcile this
disclosure with your disclosure under the heading "Preferred
Stock"
that your articles of incorporation do not authorize any preferred
stock.

Dividend Policy

32. Please disclose the dividend rights of common holders in the
event that a dividend is declared, as required by Item 202(a)(2)
of
Regulation S-B.

Nevada Anti-Takeover Laws, page 22

33. If your charter includes any anti-takeover provisions, please
revise your disclosure to describe those provisions in addition to
your current disclosure regarding Nevada law.

Description of Business, pages 23 - 27
34. Please disclose how you determined the proposed $29.95 annual
access fee for your website. In addition, disclose whether the
fee
will be refundable if a member cancels their subscription to your
site during the year.

35. We note your discussion of revenue sources in the first
paragraph
on page 24. Please expand your discussion to indicate whether you
have developed an e-magazine or newsletter in which to offer
advertising space and, if not, what resources you will need to
develop such a magazine and how you intend to fund the acquisition
of
such resources. In addition, disclose how you intend to attract
companies that might be interested in advertising in the e-
magazine
or newsletter and what fees you intend to charge for advertising
space. This discussion should address whether you intend to hire
individuals to provide content, editorial, marketing and sales
services for production and advertising sales related to the e-
magazine or newsletter.


Principal products or services and their markets, pages 24 - 25

36. Please provide substantiation for your statement in the third
paragraph on page 24 that "people are effectively estranged from"
religious groups, or state that it is the opinion of management.

37. Please revise your disclosure in the fourth paragraph on page
24
to include a more thorough discussion of the status of your
relationship with the institutions and resources through which you
intend to market your website. For example, have you established
any
agreements with, or do you have contacts at, these agencies, for
the
purpose of commencing such marketing efforts?

38. Refer to your proposed website topic headings on page 25.
Supplementally tell us whether you believe that the services you
intend to provide will give rise to any professional licensing
issues. For example, we note your intent to provide content on
wills
and estate planning, which is generally provided by licensed
attorneys, as well as your proposed content on dependencies,
addiction, suicide and other similar topics, which are generally
topics addressed with a licensed psychiatric care provider.
Finally,
your inclusion of topics related to health and medications may
implicate medical or pharmaceutical licensing. Please also
address
these issues in your discussion on applicable regulations on pages
26
- - 27.

Competition, pages 25 - 26

39. Please revise your discussion of competition to describe the
methods by which you intend to compete for customers.

40. Please revise your disclosure in the last sentence before the
second set of bullet points on page 26 to indicate that the
generalizations set forth are management`s opinion.

41. Please revise the second set of bullet points on page 26 as
follows:

* Second bullet point - indicate why it is advantageous to be
commercially oriented,
* Fourth bullet point - indicate what the importance of being a
"web
portal" is, and
* Final bullet point - define "alternated solutions"

Patents and Trademarks, page 27
42. Please include a discussion of the ownership of your URL under
this heading.

43. Since it appears that software licenses may be critical to
your
business, please describe any licenses you currently hold and the
material terms of those licenses.

Plan of Operations, pages 27 - 30

Plan of Operations for Site Development, page 27

44. Please file your web development agreement with Cahan Creative
LLC with your next amendment. In addition, please describe the
material terms of the agreement under this heading, including
pricing
and payment terms, termination rights and timelines for completion
of
your website.

45. Please define the terms "HTML," "C," "C++" and "SQL database
architecture" as these terms are not likely to be understood by an
average investor. Alternatively, remove this disclosure if it is
not
material to an understanding of your web development agreement.

46. We note your disclosure in the final sentence of each of the
first and second paragraphs on page 28 that certain steps will be
completed within 6 or 12 months. Please include a date from which
these 6 and 12 month periods commence.

47. Your estimate of costs at the bottom of page 29 does not
include
an estimate of the additional funds you will need to complete your
site development, as described in the first 3 paragraphs on page
28.
Please revise your disclosure to indicate whether all of the steps
set forth in the first 3 paragraphs on page 28 have already been
funded or, if not, what additional funds are needed.

Plan of Operations for Marketing, pages 28 - 29

48. Revise your disclosure to include a discussion detailing how
management intends to address the going concern issue.

49. We note your disclosure in the final carry-over paragraph at
the
bottom of page 28 that you intend to purchase email lists and
physical addresses to assist in your marketing efforts. Please
include an estimate of how much this will cost in your disclosure
and
identify the sources for obtaining these marketing lists.
Further,
consider whether the recent legislation concerning "spam" may
affect
your business plan.

50. Please provide more specific disclosure in the third full
paragraph on page 29 about when you believe that you will need to
hire additional employees and how many you think you will need.

51. We note your disclosure in the first full paragraph on page 30
that you anticipate needing $247,479 to pursue your business plan
in
the next 12 months. This amount does not appear to include any
debt
service obligations you may have. We note in this regard and
outstanding loan in the amount of $25,971 disclosed on page 7 of
your
financial statements. Please revise or advise.

Results of Operations for Period Ending June 30, 2004, page 30

52. Refer to your disclosure in the fourth paragraph on page 30
that
you incurred a loss in the amount of $63,450 for the period ending
June 30, 2004. Please provide substantially more detail about how
this loss was incurred, including what products or services you
received in return for these funds and to whom the amounts are
owed.

53. Please include more detailed disclosure of the specific course
of
action that you plan to take in order to raise additional internal
or
external capital (e.g. debt, equity or capital contributions) and
also revise your disclosures in the notes to the consolidated
financial statements. We also note your statement that you believe
it
will be easier to raise capital once you become a reporting
company
and your common stock is traded on the over-the-counter bulletin
board. As such, please further expand your disclosure here to
explain, in more detailed terms, why you believe you will have
more
access to capital upon the closing of that event. Refer to SAS
Codification Section 341.

Description of Property, page 31

54. Please state whether you lease or own the premises where your
principal offices are located and, if you lease the premises,
please
disclose the material terms of your lease agreement.

Market for Common Equity and Related Stockholder Matters, pages 31
- -
32
55. Refer to the third full paragraph on page 32. Since your
stock
does fit the definition of penny stock, it is unclear why you have
qualified your statement in the first sentence by including the
phrase "if [the stock] becomes subject to [the] penny stock
rules."
Please revise.

Executive Compensation, page 34
56. Please revise your disclosure to indicate what is meant by the
terms "exploration programs" and "second stage program" in the
first
paragraph under the table on page 34.


Financial Statements

Statement of Stockholder`s Deficit, page 4

57. We note that the respective share prices of your April and
June
stock issuances presented here (4,500,000 and 5,000,000,
respectively) do not reflect the June 25, 2004 10-for-1 stock
split.
Please revise here and in the notes to the consolidated financial
statements. In addition, please present the stock issuances in
chronological order beginning with the earliest issuance.

Notes to the Consolidated Financial Statements

Note 1-Description of Business, History and Summary of Significant
Accounting Policies:

Going Concern

58. We note your statements that the Company "may require"
additional
capital for its operational activities and that the "ability to
successfully resolve these factors [the obtainment of additional
financing] raise substantial doubt about the Company`s ability to
continue as a going concern." It is not appropriate to use
conditional language in expression of such an opinion. Refer to
SAS
Codification Section 341 and revise.

Fixed Assets

59. Please expand your disclosure related to your policies
regarding
the impairment of long-lived assets to include a discussion of how
you will measure the amount of the impairment loss in situations
in
which an impairment has been identified. Refer to paragraph 7 of
SFAS
No. 144.

New Accounting Pronouncements

60. Please update this section to include a discussion of FIN 46R,
issued in December 2003, and the impact you expect it to have on
the
Company upon its required implementation for reporting periods
ending
after December 15, 2004.

Part II
Item 26. Recent Sales, page 38
61. We note that it appears that with respect to your offering of
4,500,000 at a price of $.01 per share, the total proceeds would
equal $45,000, rather than $4,500. Similarly, it appears that the
total proceeds for the second offering would equal $100,000,
rather
than $10,000. Please revise or advise us.

Signatures, page
62. Please revise your signature page to include not only a
signature
on behalf of the registrant itself, but also a separate signature
line for the requisite officers and directors. If the same person
is
signing in his capacity as both an officer and director, a single
signature line may be used for that purpose, but there must also
be a
separate signature line for the registrant itself. Please see the
signature page requirements of Form SB-2.

Exhibit 5.1.

63. Please have counsel confirm to us in writing that it concurs
with
our understanding that the reference and limitation to "Nevada
general corporate law" includes the statutory provisions and also
all
applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting these laws. Please file counsel`s
written confirmation as correspondence on the EDGAR system.
Alternatively, you may provide a revised opinion that removes the
limitation or clarifies that the reference includes reported
judicial
decisions and applicable provisions of the Nevada Constitution

Other

As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Jay Spinella, Staff Accountant, at (202)
942-
7323 or Steven Jacobs, Senior Staff Accountant, at (202) 824-5222
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Amanda McManus, Staff Attorney,
at
(202) 942-7184 or the undersigned at (202) 942-2987 with any other
questions.


Sincerely,


Peggy Kim
Senior Counsel



cc: Chad Wiener, Esq. (via facsimile)
Cane & Associates, LLP
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Common Horizons, Inc.
Page 13