UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[x] Definitive Information Statement
NEW HORIZON EDUCATION, INC.
(Name of Registrant as Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 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:
_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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 offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
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:
_______________________________________
INFORMATION STATEMENT
NEW HORIZON EDUCATION, INC.
428 HAO STREET
HONOLULU, HI 96821
This information statement is circulated to advise the stockholders of
proposed action to be taken without a meeting upon the written consent of the
holders of a majority of the outstanding shares of the common stock of the
Company. Management is not soliciting proxies because a sufficient number of
shares have provided written consent to the proposed actions.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The matters upon which action is proposed to be taken are:
1. Approve the Agreement and Plan of Reorganization as amended with American
Hospital Resources, Inc. and New Horizon Education, Inc.
2. Amend the Articles of Incorporation to authorize a class of 10,000,000
preferred shares, no par value, the rights and preferences of which shall
be determined by the Board of Directors.
3. Amend the Articles of Incorporation to change the name of the Company to
American Hospital Resources, Inc., or such other similar name as may be
available in Utah.
Each of the proposed actions is discussed in more detail below.
The date, time and place at which action is to be taken by written consent
on the matters to be acted upon, and at which consents are to be submitted, are
June 17, 2002, at 11:00 A.M. at 609 Judge Building, 8 East Broadway, Salt Lake
City, Utah, 84111 or at such other place or date and time as may be agreed to in
writing by the parties.
This information statement is being first sent or given to security holders
on approximately July 16, 2002.
The class of securities entitled to vote on the matters to be acted upon is
common stock, of which the total amount presently outstanding is 16,133,127
shares, each share being entitled to one vote. The record date for determination
of the security holders entitled to vote or give consent is June 5, 2002. The
consent of the holders of a majority of the shares entitled to vote upon the
matter is required for approval of the actions.
None of the persons who have been directors or officers of the Company at
any time since the beginning of the last fiscal year, nor any associate of any
such persons, has any interest in the matters to be acted upon. No director of
the Company has informed the registrant in writing that he intends to oppose any
action to be taken by the Company. No proposals have been received from
security holders.
2
APPROVE THE AGREEMENT AND PLAN OF
REORGANIZATION WITH AMERICAN HOSPITAL RESOURCES, INC.
(PROPOSAL NO. 1)
The Company has entered into an Agreement and Plan of Reorganization with
American Hospital Resources, Inc., ("AHR") whereby the Company will acquire AHR
by exchanging 3,196,873 common shares of the Company for 1,500 common shares of
AHR which represents all of the outstanding shares of AHR stock. AHR will
become a wholly owned subsidiary of the Company. A copy of the Agreement and
Plan of Reorganization is included with this information statement.
DESCRIPTION OF THE BUSINESS
AHR is a Delaware Corporation providing several services to acute care
hospitals. These services include crisis management and financial
re-structuring. AHR also acquires and operates pharmacy outsourcing and
materials management service companies. AHR is currently focused on a
high-growth strategy based on the continuous leveraged acquisition of profitable
pharmacy outsourcing and materials management companies.
These pharmacy outsourcing and materials management companies can provide
pharmacy management services and pharmaceutical supplies to acute care hospitals
and long-term care facilities such as nursing homes and hospices. The pharmacy
management services and pharmaceutical supplies as well as the materials
management services and supplies provided by these companies to client hospital
and long-term care facilities are done so pursuant to the terms of
"pass-through" and "cost plus" contracts.
It is believed that the acquisition of AHR will benefit the Company.
Management is in favor of the agreement and plan of reorganization.
Financial statements for American Hospital Resources, Inc. are included
with this information statement.
AUTHORIZE A CLASS OF
10,000,000 PREFERRED SHARES, NO PAR VALUE
(PROPOSAL NO. 2)
Shareholders will be asked to amend the Articles of Incorporation to
authorize a class of 10,000,000 shares of preferred stock, no par value, in such
series and designations as may be authorized by the Board of Directors..
Management of the Company believes changing the capital structure of the
corporation will provide the Company broader discretion in acquiring potential
business opportunities
CHANGE IN CORPORATE NAME
(PROPOSAL NO. 3)
Due to the evolving nature of the Company's business and as part of the
agreement and Plan of Reorganization (see Proposal 1), the Board of Directors
has determined that it is the best interests of the Company to change its
corporate name to American Hospital Resources, Inc., or such other similar name
as may be available in Utah. The name change will be effected by an amendment
to the Company's Articles of Incorporation.
3
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth as of June 5, 2002, the name and the number
of shares of the Registrant's Common Stock, no par value, held of record or was
known by the Registrant to own beneficially more than 5% of the 16,133,127
issued and outstanding shares of the Registrant's Common Stock, and the name and
shareholdings of each officer and director individually and of all officers and
directors as a group. Except as otherwise indicated, the persons named in the
table have sole voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Name and Address of Amount and Nature of Percentage
-----------
Title of Class Beneficial Owner (1) Beneficial Ownership of Class
-------------- ------------------------- -------------------- -----------
Common Phase One, LLC 13,000,000 80.58%
8 East Broadway,
609 Judge Building
Salt Lake City, UT 84111
Common Chris Wheeler (2) 0 0%
1912 West Bay Crest
Santa Ana, CA 92704
Common Antione Gedeon (2) 0 0%
1833 Kalakaua Ave
Honolulu, HI 96815
Common Mark Buck (2) 0 0%
428 Hao Street
Honolulu, HI 96821
Common Officers, Directors and 0 0%
Nominees as a Group:
3 persons
(1) For purposes of this table, a beneficial owner is one who, directly or
indirectly, has or shares with others (a) the power to vote or direct
the voting of the Voting Stock (b) investment power with respect to
the Voting Stock which includes the power to dispose or direct the
disposition of the Voting Stock.
(2) Officer and/or Director of the Company
There are no contracts or other arrangements that could result in a change
of control of the Company.
4
CHANGES IN CONTROL OF REGISTRANT
On February 28, 2002, the Company issued 11,000,000 shares of restricted
common stock to Phase One, LLC, a Utah limited liability company in exchange for
$80,000 cash and a promissory note in the amount of $30,000. As a result of
this transaction, Phase One, LLC now controls 80% of the Company's issued and
outstanding stock. On March 4, 2002, the Company appointed Mark Buck to the
Board of Directors. Mr. Buck is the managing member of Phase One, LLC. There
was no change in control of the Board of Directors as a result of this
appointment.
On March 14, 2002, subsequent to the change in control and in connection
with the proposed acquisition by New Horizon Education, Inc., of American
Hospital Resources, Inc., a Delaware corporation, (the "Acquisition"), the
following persons were appointed by the present board members to serve on the
board of directors of the Company: Chris Wheeler and Antoine Gedeon. These
appointees constitute a majority of the members of the board of directors.
Steven L. White and Angela White resigned as directors of the Company.
The following table sets forth as of March 14, 2002, the name, age, and
position of each executive officer and director and the term of office for each
director of the Company.
NAME AGE POSITION SINCE
--- ------------------ ----------
Chris Wheeler. 54 Director/President March 2002
--- ------------------
Antoine Gedeon 56 Director/Treasurer March 2002
--- ------------------
Mark Buck. . . 56 Director/Secretary March 2002
--- ------------------
The following is a brief biography of the officers and directors.
CHRISTOPHER A. WHEELER, PRESIDENT AND DIRECTOR. Mr. Wheeler has many years
of experience in the food services and health care fields. He has been the
Founder and Managing Partner of Sandpiper Capital and Gaelic Capital Group since
1998. These sister companies provide diverse management and financial
consulting services to a variety of industry segments including the healthcare
industry. In particular, these services include crisis management, pharmacy and
material management, outsourcing, food service and financing. From 1995 to
1998, Mr. Wheeler was Founder and President of Pacific Culinary Capital, a
diverse financial services consulting group.
ANTOINE GEDEON, TREASURER AND DIRECTOR. Mr. Gedeon speaks four languages
and has many years of experience in the travel industry. He is currently an
instructor with Travel University International in Honolulu, Hawaii where he
teaches advanced courses in travel industry management, international trade, and
hotel management. He has also worked as a consultant for Private Investment
Group since 1999. From 1995 to 1998 Mr. Gedeon was the President and Chief
Operating Officer of Mayan Resorts Development Corp. in Belize where he presided
over the master plan for Salt Creek Estate, a 31,000 acre beachfront property.
MARK BUCK, SECRETARY AND DIRECTOR. Mr. Buck is a commercial real estate
broker specializing in sales and leasing. He has worked for Commercial Real
Estate Services in Honolulu, Hawaii since 1986 as Vice President of Marketing
and Sales. Mr. Buck has also been an owner and partner in three small
businesses that he later sold.
5
EXECUTIVE OFFICERS
All executive officers are elected by the Board and hold office until the
next Annual Meeting of stockholders and until their successors are elected and
qualify.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the annual and
long-term compensation for services in all capacities to the Company for the
prior fiscal year ended December 31, 2001, of those persons who were either (i)
the chief executive officer of the Company during the last completed fiscal year
or (ii) one of the other four most highly compensated executive officers of the
Company as of the end of the last completed fiscal year whose annual salary and
bonuses exceeded $100,000 (collectively, the "Named Executive Officers").
Although there was no formal arrangement, the Company paid former Director
and President Steven L. White an annual salary of $23,000, $55,775, and $0 for
the fiscal years ended December 31, 1999, 2000 and 2001 respectively, for
services rendered on behalf of the Company as President. Mr. White also
received 30,000 shares of common stock valued at $1,500 for services during
1998. Mr. White's compensation is for management services to the Company and is
an amount below current market rates paid for executives in similar situations
and was set as a fixed annual compensation amount by the Board of Directors.
SUMMARY COMPENSATION TABLE
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION
Steven L. White . . . . . . 2001 -0- -0- (1)
Chief Executive Officer . 2000 55,775 -0- -0-
Director. . . . . . . . . 1999 23,000 -0- -0-
(1) Steven White's accrued salary amounted to $22,500 at December 31, 2001 and
was subsequently converted to 1,100,000 shares of common stock on March 5,
2002.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
The Company has no formal arrangements for the remuneration of its officers
and directors, except that they will receive reimbursement for actual,
demonstrable out-of-pocket expenses, including travel expenses, if any, made on
the Company's behalf in the investigation of business opportunities.
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person which would in any way
result in payments to any person because of employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Directors of the Company receive an annual payment of $500 each for their
service as a board member.
6
STOCK OPTIONS AND WARRANTS
On March 4, 2002, Mark Buck, a director of the Company, was given an option
to purchase up to 10,000 shares of common stock at a price of $0.05 per share.
The option expires two years from the exercise date. As of June 5, 2002 this
option has not been exercised.
On March 14, 2002, Antione Gedeon, a director of the Company, was given an
option to purchase up to 10,000 shares of common stock at a price of $0.05 per
share. The option expires two years from the exercise date. As of June 5, 2002
this option has not been exercised.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
OFFICE SPACE - Prior to October 1999, the Company did not have a need to
rent office space. An officer of the Company allowed the Company to use his
office as a mailing address, as needed, at no expense to the Company. Since
October 1999, the Company has been paying $100 per month (on an as-needed,
month-to-month basis) to an unrelated party for office space. Total rents paid
amounted to $300 and $1,200 for the years ended December 31, 2001 and 2000,
respectively.
In 1999, the Company had advanced $1,770 for payroll taxes that were paid
on behalf of Steven L. White, a former officer and a director of the Company.
In December 2000, Mr. White repaid the advance with no interest.
OTHER INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires officers and
Directors of the Company and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in their ownership with the Securities and Exchange Commission, and
forward copies of such filings to the Company. Based on the copies of filings
received by the Company, during the most recent fiscal year, the directors,
officers, and beneficial owners of more than ten percent of the equity
securities of the Company registered pursuant to Section 12 of the Exchange Act,
have filed on a timely basis, all required Forms 3, 4, and 5 and any amendments
thereto.
FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S MOST RECENT
REPORT ON FORM 10-KSB, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
UPON WRITTEN REQUEST TO THE COMPANY'S SECRETARY AT 428 HAO STREET, HONOLULU,
HAWAII 96821.
By Order of the Board of Directors
/s/ Chris Wheeler
----------------------
Chris Wheeler
President
7
FINANCIAL STATEMENTS
Financial Statements of American Hospital Resources, Inc.
Independent Auditors' Report
Balance Sheet, December 31, 2001
Statements of Operations for the years ended
December 31, 2001 and 2000 and from inception
on August 27, 1999 through December 31, 2001
Statement of Stockholders' Equity (Deficit), from
inception on August 27, 1999 through December 31, 2001
Statements of Cash Flows for the years ended
December 31, 2001 and 2000 and from inception
on August 27, 1999 through December 31, 2001
Notes to Financial Statements
Pro Forma Financial Information.
Pro Forma Condensed Combined Financial Statements
Pro Forma Condensed Combined Balance Sheet, December 31, 2001
Pro Forma Condensed Combined Statement of
Operations for the year ended December 31, 2001
Pro Forma Condensed Combined Statement of
Operations for the three months ended March 31, 2002
Notes to Pro forma Condensed Combined Financial Statements
8
INDEPENDENT AUDITORS' REPORT
Board of Directors
AMERICAN HOSPITAL RESOURCES, INC.
Santa Ana, California
We have audited the accompanying balance sheet of American Hospital Resources,
Inc. [a development stage company] at December 31, 2001, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended December 31, 2001 and 2000 and for the period from inception on
August 27, 1999 through December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 audited by us present fairly, in all
material respects, the financial position of American Hospital Resources, Inc.
[a development stage company] as of December 31, 2001, and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000 and
for the period from inception on August 27, 1999 through December 31, 2001, in
conformity with generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has incurred losses since its inception, has current
liabilities in excess of current assets and has no on-going operations. These
factors raise substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also described in
Note 5. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
---------------------------------------
PRITCHETT, SILER & HARDY, P.C.
May 8, 2002
Salt Lake City, Utah
9
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
2001
--------------
CURRENT ASSETS:
Cash. . . . . . . . . . . . . . . . . . . . . . . . . $ -
--------------
Total Current Assets. . . . . . . . . . . . . . . . -
--------------
$ -
==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Advances from a shareholder . . . . . . . . . . . . . $ 580
--------------
Total Current Liabilities . . . . . . . . . . . . 580
--------------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, no par value, 1,500 shares authorized,
1,130 shares issued and outstanding . . . . . . . . 1,130
Deficit accumulated during the development stage. . . (1,710)
--------------
Total Stockholders' Equity (Deficit). . . . . . . . (580)
--------------
$ -
==============
The accompanying notes are an integral part of this financial statement.
10
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception
Years Ended on August 27,
December 31, 1999 Through
-------------------------------- December 31,
2001 2000 2001
-------------- ----------------- ---------------
REVENUE . . . . . . . . . . . $ - $ - $ -
OPERATING EXPENSES:
General and administrative. 515 135 1,710
-------------- --------------- ---------------
LOSS BEFORE INCOME TAXES. . . (515) (135) (1,710)
CURRENT INCOME TAX EXPENSE. . - - -
DEFERRED INCOME TAX EXPENSE . - - -
-------------- --------------- ---------------
NET (LOSS). . . . . . . . . . $ (515) $ (135) $(1,710)
-------------- --------------- ---------------
LOSS PER COMMON SHARE . . . . $ (.66) $ (.18) $ (2.25)
============== ================= ===============
The accompanying notes are an integral part of these financial statements.
11
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION ON AUGUST 27, 1999
THROUGH DECEMBER 31, 2001
Deficit
Accumulated
Common Stock During the
------------------------- Development
Shares Amount Stage
----------- --------------- ---------------
BALANCE, August 27, 1999 . . . . . . . . . . . . . - $ - $ -
Issuance of common stock for services rendered
valued at $750 or $1.00 per share, August 1999 . 750 750 -
Net loss for the period ended December 31, 1999. . - - (1,060)
-------- --------------- ---------------
BALANCE, December 31, 1999 . . . . . . . . . . . . 750 750 (1,060)
Net loss for the year ended December 31, 2000. . . - - (135)
-------- --------------- ---------------
BALANCE, December 31, 2000 . . . . . . . . . . . . 750 750 (1,195)
Issuance of common stock for services rendered
valued at $380 or $1.00 per share, December 2001 380 380 -
Net loss for the year ended December 31, 2001. . . - - (515)
-------- --------------- ---------------
BALANCE, December 31, 2001 . . . . . . . . . . . . 1,130 $ 1,130 $ (1,710)
======== =============== ===============
The accompanying notes are an integral part of this financial statement.
12
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the From Inception
Years Ended on August 27,
December 31, 1999 Through
---------------------------------- December 31,
2001 2000 2001
--------------- ------------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . $ (515) $ (135) $ (1,710)
Adjustments to reconcile net loss to net cash
used by operating activities:
Non-cash expenses paid with stock . . . . . 380 - 1,130
Changes in assets and liabilities . . . . . - - -
--------------- ------------------ --------------
Net Cash (Used) by Operating Activities . (135) (135) (580)
--------------- ------------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES. . . . . . - - -
--------------- ------------------ --------------
Net Cash Provided (Used) by Investing
Activities. . . . . . . . . . . . . . . . - - -
--------------- ------------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from a shareholder . . . . . . . . . 135 135 580
--------------- ------------------ --------------
Net Cash Provided by Financing Activities 135 135 580
--------------- ------------------ --------------
NET INCREASE (DECREASE) IN CASH . . . . . . . . - - -
CASH AT BEGINNING OF PERIOD . . . . . . . . . . - - -
--------------- ------------------ --------------
CASH AT END OF PERIOD . . . . . . . . . . . . . $ - $ - $ -
=============== =================== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest . . . . . . . . . $ - $ - $ -
Income taxes . . . . . . . $ - $ - $ -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCIAL ACTIVITIES:
For the period from inception on August 27, 1999 through December 31, 2001:
In December 2001, the Company issued 380 shares of common stock to
consultants for services rendered valued at $380, or $1.00 per share.
In August 1999, in connection with its organization, the Company
issued 750 shares of common stock for services rendered valued at
$750, or $1.00 per share.
The accompanying notes are an integral part of these financial statements.
13
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - American Hospital Resources, Inc. ("the Company") was
organized under the laws of the State of Delaware on August 27, 1999 as
Frozen Enterprises, Inc. On January 31, 2002, the Company changed its name
to American Hospital Resources, Inc [See Note 7]. The Company is considered
a development stage company as defined in Statement of Financial Accounting
Standards No. 7. The Company has, at the present time, not paid any
dividends and any dividends that may be paid in the future will depend upon
the financial requirements of the Company and other relevant factors.
LOSS PER SHARE - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in
accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" [See Note 6].
CASH AND CASH EQUIVALENTS - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
ACCOUNTING ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during the
reported period. Actual results could differ from those estimated.
RECENTLY ENACTED ACCOUNTING STANDARDS - Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142,
"Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
Retirement Obligations", and SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142,
143 and 144 have no current applicability to the Company or their effect on
the financial statements would not have been significant.
NOTE 2 - COMMON STOCK
In December 2001, the Company issued 380 shares of common stock to
consultants for services rendered valued at $380, or $1.00 per share.
In August 1999, in connection with its organization, the Company issued 750
shares of common stock for services rendered valued at $750, or $1.00 per
share.
NOTE 3 - RELATED PARTY TRANSACTIONS
ADVANCE - An officer/shareholder of the Company has advanced $580 to the
Company on a non-interest bearing basis.
14
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RELATED PARTY TRANSACTIONS [CONTINUED]
MANAGEMENT COMPENSATION - The Company did not pay any compensation to its
officers and directors during 2001 and 2000. During 1999, the Company
issued 750 shares of common stock to an officer for services rendered in
connection with the organization of the Company valued at $750, or $1.00
per share.
RENT - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
address, as needed, at no expense to the Company.
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax and any available operating loss or tax
credit carryforwards. At December 31, 2001, the Company has available
unused operating loss carryforwards of approximately $1,700, which may be
applied against future taxable income and which expire in various years
through 2021. The amount of and ultimate realization of the benefits from
the operating loss carryforwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earning of the Company, and
other future events, the effects of which cannot be determined. Because of
the uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax assets are
approximately, $250 and $175 at December 31, 2001 and 2000, respectively,
with an offsetting valuation allowance of the same amount resulting in a
change in the valuation allowance of approximately $75 during the year
ended December 31, 2001.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America,
which contemplate continuation of the Company as a going concern. However,
the Company has incurred losses since its inception, has current
liabilities in excess of current assets and has no on-going operations.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is proposing to
raise any necessary additional funds not provided by operations through
loans or through additional sales of its common stock. There is no
assurance that the Company will be successful in raising this additional
capital or achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
15
AMERICAN HOSPITAL RESOURCES, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share for
the periods presented:
For the From Inception
Years Ended on August 27,
December 31, 1999 Through
--------------------------------- December 31,
2001 2000 2001
--------------- ---------------- ---------------
Loss from continuing operations available
to common shareholders (numerator) . . . . $ (515) $ (135) $ (1,710)
--------------- ---------------- ---------------
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) . . . . 776 750 761
================ =============== ===============
Dilutive loss per share was not presented, as the Company had no common
stock equivalent shares for all periods presented that would affect the
computation of diluted loss per share.
NOTE 7 - SUBSEQUENT EVENTS
STOCK ISSUANCE - On January 31, 2002, the Company issued 370 shares of
common stock to an individual for cash of $370, or $1.00 per share.
NAME CHANGE - On February 16, 2002, the Company changed its name from
Frozen Enterprises, Inc. to American Hospital Resources, Inc.
AGREEMENT AND PLAN OF REORGANIZATION - On April 3, 2002, the Company signed
an agreement and plan of reorganization with Phase One, LLC and New Horizon
Education, Inc. ("NHE"). Shareholders of the Company will receive 3,196,873
shares of NHE common stock for the 1,500 outstanding shares of the
Company's common stock. The Company will become a wholly-owned subsidiary
of NHE as a result of the agreement. The agreement is subject to several
terms and conditions and final consummation of the agreement is not
guaranteed. In connection with the agreement, the Company and NHE entered
into a three-year consulting agreement with Corporate Dynamics, Inc. NHE
will pay $5,000 per month for consulting services. In connection with the
agreement, the Company and NHE entered into a three-year finder agreement
with Corporate Dynamics, Inc. NHE will pay 5% of the first $3,000,000, 4%
of the next $3,000,000, 3% of the next $3,000,000, and 2% of any additional
funding provided through Corporate Dynamics, Inc.
LETTER OF INTENT TO PURCHASE - On April 20, 2002, the Company signed a
letter of intent to purchase all the assets of PHI HealthCare Management,
Inc., a California corporation currently operating under Chapter 11
bankruptcy protection. The Company has proposed to pay $350,000, sign a
$400,000 3-year 6% note payable and assume $350,000 in liabilities. The
Company would also deposit $5,000 to open an escrow account. The letter
outlines several terms and conditions and finalization of a purchase
agreement is not guaranteed.
16
NEW HORIZON EDUCATION, INC.
AND AMERICAN HOSPITAL RESOURCES, INC.
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
The following unaudited proforma condensed combined balance sheet aggregates the
balance sheet of New Horizon Education, Inc. (a Utah corporation) ("PARENT") as
of December 31, 2001 and the balance sheet of American Hospital Resources, Inc.
(a Delaware corporation) ("SUBSIDIARY") as of December 31, 2001, accounting for
the transaction as a purchase of SUBSIDIARY with the issuance of shares of the
PARENT for all the issued and outstanding shares of the SUBSIDIARY and using the
assumptions described in the following notes, giving effect to the transaction,
as if the transaction had occurred as of the beginning of the period. The
transaction was not completed as of December 31, 2001.
The following unaudited proforma condensed combined statement of operations
combine the results of operations of PARENT and SUBSIDIARY for the year ended
December 31, 2001 as if the transaction had occurred as January 1, 2001.
The proforma condensed combined financial statements should be read in
conjunction with the separate financial statements and related notes thereto of
PARENT and SUBSIDIARY. These proforma financial statements are not necessarily
indicative of the combined financial position, had the acquisition occurred on
the date indicated above, or the combined results of operations which might have
existed for the periods indicated or the results of operations as they may be in
the future.
17
NEW HORIZON EDUCATION, INC.
AND AMERICAN HOSPITAL RESOURCES, INC.
PROFORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 2001
ASSETS
[Unaudited]
American
New Horizon Hospital
Education, Inc. Resources, Inc. Proforma
December 31, 2001 December 31, 2001 Increase Proforma
[Parent] [Subsidiary] (Decrease) Combined
-------------- ------------------ ------------ ---------------
ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . 80 $ - [B] 130,000 $ 130,080
Goodwill . . . . . . . . . . . . . . . . . . - - [A] 32,549 32,549
-------------- ------------------ ------------ ---------------
$ 80 $ - $ 162,549 $ 162,629
-------------- ------------------ ------------ ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES:
Accounts payable . . . . . . . . . . . . . . $ 11,086 $ 580 $ - $ 11,666
Accrued expenses . . . . . . . . . . . . . . 948 - - 948
Related party payable. . . . . . . . . . . . 22,500 - - 22,500
Note payable . . . . . . . . . . . . . . . . 20,000 - - 20,000
-------------- ------------------ ------------ ---------------
Total Liabilities. . . . . . . . . . . . . 54,534 580 - 55,114
-------------- ------------------ ------------ ---------------
STOCKHOLDERS' EQUITY (DEFICIT):
[A] 31,969
[A] (1,130)
Common stock . . . . . . . . . . . . . . . . 7,284,483 1,130 [B] 130,000 7,446,452
Contributed capital. . . . . . . . . . . . . 53,519 - - 53,519
Retained earnings (deficit). . . . . . . . . (7,054,134) - - (7,054,134)
Deficit accumulated during
the development stage. . . . . . . . . . . (338,322) (1,710) [A] 1,710 (338,322)
-------------- ------------------ ------------ ----------------
Total Stockholders' Equity (Deficit) . . . (54,454) (580) 162,549 107,515
-------------- ------------------ ------------ ----------------
$ 80 $ - $ 162,549 $ 162,629
-------------- ------------------ ------------ ----------------
See Notes To Unaudited Proforma Condensed Financial Statements.
18
NEW HORIZON EDUCATION, INC.
AND AMERICAN HOSPITAL RESOURCES, INC.
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
[Unaudited]
New Horizon American Hospital
Education, Inc. Resources, Inc.
For the Year For the Year
Ended December Ended December Proforma
31, 2001 31, 2001 Increase Proforma
[Parent] [Subsidiary] (Decrease) Combined
-------------- ---------------- ------------- -------------
REVENUE. . . . . . . . . . . . . . $ - $ - $ - $ -
EXPENSES:
General and administrative . . . 57,727 515 - 58,242
-------------- ---------------- ------------- -------------
Total expenses . . . . . . . . . 57,727 515 - 58,242
-------------- ---------------- ------------- -------------
(LOSS) FROM OPERATIONS . . . . . . (57,727) (515) - (58,242)
-------------- ---------------- ------------- -------------
OTHER (EXPENSE). . . . . . . . . . (948) - - (948)
-------------- ---------------- ------------- -------------
(LOSS) FROM OPERATIONS
BEFORE PROVISION FOR TAXES . . . (58,675) (515) - (59,190)
PROVISION FOR INCOME TAXES . . . . - - - -
-------------- ---------------- ------------- -------------
NET (LOSS) . . . . . . . . . . . . $ (58,675) $ (515) $ - $ (59,190)
-------------- ---------------- ------------- -------------
BASIC NET (LOSS) PER COMMON SHARE. $ (.00)
-------------
See Notes To Unaudited Proforma Condensed Financial Statements.
19
NEW HORIZON EDUCATION, INC.
AND AMERICAN HOSPITAL RESOURCES, INC.
PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
[Unaudited]
New Horizon American Hospital
Education, Inc. Resources, Inc.
For the Three For the Three
Months Ended Months Ended Proforma
March 31, 2002 March 31, 2002 Increase Proforma
[Parent] [Subsidiary] (Decrease) Combined
---------------- ---------------- ----------- ------------
REVENUE $ - $ - $ - $ -
EXPENSES:
General and administrative . . . 87,928 185 - 88,113
---------------- ---------------- ----------- ------------
Total expenses . . . . . . . . . 87,928 185 - 88,113
---------------- ---------------- ----------- ------------
(LOSS) FROM OPERATIONS . . . . . . (87,928) (185) - (88,113)
---------------- ---------------- ----------- ------------
OTHER (EXPENSE). . . . . . . . . . (596) - - (596)
---------------- ---------------- ----------- ------------
(LOSS) FROM OPERATIONS
BEFORE PROVISION FOR TAXES . . . (88,524) (185) - (88,709)
PROVISION FOR INCOME TAXES . . . . - - - -
---------------- ---------------- ----------- ------------
NET (LOSS) . . . . . . . . . . . . $ (88,524) $ (185) $ - $ (88,709)
---------------- ---------------- ----------- ------------
BASIC NET (LOSS) PER COMMON SHARE. $ (.00)
------------
See Notes To Unaudited Proforma Condensed Financial Statements.
20
NEW HORIZON EDUCATION, INC.
AND AMERICAN HOSPITAL RESOURCES, INC.
NOTES TO PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
[Unaudited]
NOTE 1 - NEW HORIZON EDUCATION, INC.
New Horizon Education, Inc. ["PARENT"] was organized under the laws of the
State of Utah on May 9, 1972. On December 31, 1997, the Company sold its
wholly owned subsidiary. The Company is considered to have re-entered the
development stage as of January 1, 1998. The Company currently has no
on-going operations and is considered a development stage company as
defined by SFAS No. 7. The Company has been seeking potential business
ventures.
NOTE 2 - AMERICAN HOSPITAL RESOURCES, INC.
American Hospital Resources, Inc. ["SUBSIDIARY"], a Delaware corporation,
was incorporated on August 27, 1999. The Company has not commenced planned
principal operations and is considered a development stage company as
defined in SFAS No. 7. The Company is planning to engage in the business of
hospital management in California.
NOTE 3 - PROFORMA ADJUSTMENTS
During April 2002, PARENT entered in a stock purchase agreement to acquire
100% of SUBSIDIARY through the issuance of 3,196,873 shares of restricted
common stock in a transaction wherein SUBSIDIARY became a wholly owned
subsidiary of PARENT. Concurrent with the acquisition of SUBSIDIARY, PARENT
issued 13,000,000 shares of common stock to Phase One, LLC (a Utah limited
liability company) for $130,000. Effective control of the PARENT was passed
to Phase One, LLC.
Proforma adjustments on the attached financial statements include the
following:
[A] To record the Purchase of SUBSIDIARY by PARENT through the issuance of
3,196,873 shares of common stock valued at $.01 per share including
the elimination of equity accounts of subsidiary in consolidation and
the recording of goodwill.
[B] To reflect the sale of 13,000,000 shares of common stock to Phase One,
LLC, a Utah limited liability company, in exchange for $130,000
NOTE 4 - PROFORMA (LOSS) PER SHARE
The proforma (loss) per share is computed based on (19,853,736 for the year
ended December 31, 2001 and 19,330,000 for the three months ended March 31,
2002) the number of shares outstanding, after adjustment for shares issued
in the acquisition, as though all shares issued in the acquisition had been
outstanding from the beginning of the periods presented.
21