SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 17, 2002
American Hospital Resources, Inc.
----------------------------------
(Exact name of registrant as specified in its charter)
Utah 0-32195 87-0319410
------ ----------- --------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1912 W. Bay Crest
Santa Ana, CA 92704
Registrant's telephone number, including area code: (714) 444-0223
New Horizon Education, Inc.
(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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. The agreement further provides
that AHR may purchase 12,867,400 shares held by the majority stockholder, Phase
One, LLC for $130,000. The agreement was amended in May 2002 to provide a
pro-rata release of the exchange and purchased shares based on performance.
This agreement was approved by the shareholders of the Company effective June
17, 2002.
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.
The Company believes that by consolidating several similar pharmacy
outsourcing and materials management consulting companies it can create a major
national business. This consolidation strategy should lead to substantial
increases in its buying power within the pharmaceutical and materials management
industries, produce enhanced operating and administrative efficiencies, and
provide a significant concentration of manpower that can lead directly to
staffing flexibility not currently available to these companies when operating
independently.
The outsourcing of various clinical and non-clinical health care services
has become an effective tool for several small and medium-sized health care
providers and it is a growing trend throughout the medical services industry.
VHA Inc., the national health care alliance of acute care hospitals, recently
released the results of a survey of over 150 executives of member VHA acute care
hospitals. In the survey, these executives indicated that their respective
average outsourcing budgets would increase by 30% in 2003, indicating a growing
health care trend to utilize third-party services by small and independent
hospitals wherever possible.
As an industry, outsourcing clinical and non-clinical services is both an
efficient and cost effective alternative for smaller health care operators. With
the increased scrutiny commanded by accreditation and licensing authorities,
stand alone operators often lack the financial and manpower resources necessary
to effectively and safely maintain the clinical standards now required to remain
in business. The Company believes this trend will continue and will provide
additional opportunities for business acquisitions as well as for organic growth
within each of the regions of its targeted acquisitions.
2
ITEM 5. OTHER EVENTS.
Effective June 17, 2002, shareholders approved an amendment to 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.
Also effective June 17, 2002, the shareholders approved a name change of
the Company to American Hospital Resources, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
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
(b) 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
3
(c) Exhibits.
SEC reference Description Location
Number
2.0 Agreement and Plan of Reorganization Attached
2.1 Amendment to Agreement and Plan of Reorganization Attached
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN HOSPITAL RESOURCES, INC.
By: /s/ Christopher Wheeler
-------------------------------
Christopher Wheeler
President
Date: July 3, 2002
4
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
5
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.
6
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.
7
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.
8
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.
9
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.
10
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.
11
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.
12
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.
13
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.
14
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.
15
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.
16
24
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.
17