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:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] 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 June 17, 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.
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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.
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
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as may be available in Utah. The name change will be effected by an amendment
to the Company's Articles of Incorporation.
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.
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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.
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Directors of the Company receive an annual payment of $500 each for their
service as a board member.
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
--------------------
President
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