U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 0-32195
AMERICAN HOSPITAL RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
UTAH 87-0319410
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1912 WEST BAY CREST
SANTA ANA, CA 92704
(Address of principal executive offices)
714-444-0223
(Issuer's telephone number)
NEW HORIZON EDUCATION, INC.
2250 W. CENTER STREET, SPRINGVILLE, UT 84663
(Former name and address)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ X] No [
]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 30, 2002: 19,830,000 shares of common stock, no par value.
Transitional Small Business Format: Yes [ ] No [ X ]
FORM 10-QSB
NEW HORIZON EDUCATION, INC.
INDEX
Page
PART I.. Financial Information
Item I. Unaudited Condensed Consolidated Financial Statements 3
Unaudited Condensed Consolidated Balance Sheets - June 30,
2002 and December 31, 2001 4
Unaudited Condensed Consolidated Statements of Operations for
the Three and Six Months Ended June 30, 2002 and 2001, and for
the period from the re-entering of development stage on January
1, 1998 through June 30, 2002 5
Unaudited Condensed Consolidated Statements of Comprehensive
Income (Loss), for the Three and Six Months ended June 30, 2002
and 2001 and from the re-entering of development stage on
January 1, 1998 through June 30, 2002 6
Unaudited Condensed Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 2002 and 2001, and for the period
from the re-entering of development stage on January 1, 1998
through June 30, 2002 7-8
Notes to Unaudited Condensed Consolidated Financial Statements 9-19
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation 20
PART II. Other Information
Item 2. Changes in Securities 22
Item 6. Exhibits and Reports on Form 8-K 23
Signatures 13
(Inapplicable items have been omitted)
2
PART I.
FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
In the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the periods presented. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year.
3
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
2002 2001
---------------- ----------------
CURRENT ASSETS:
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 30,896 $ 80
Accounts receivable . . . . . . . . . . . . . . . 40,400 -
Related party receivable. . . . . . . . . . . . . 66,000 -
---------------- ----------------
Total Current Assets. . . . . . . . . . . . . . 137,296 80
PROPERTY AND EQUIPMENT, net . . . . . . . . . . . . 1,763 -
GOODWILL. . . . . . . . . . . . . . . . . . . . . . 60,321 -
---------------- ----------------
$ 199,380 $ 80
=============== =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . $ 22,015 $ 11,086
Accrued expenses. . . . . . . . . . . . . . . . . 75,893 948
Related party payable . . . . . . . . . . . . . . 766 22,500
Notes payable . . . . . . . . . . . . . . . . . . - 20,000
---------------- ----------------
Total Current Liabilities . . . . . . . . . . 98,674 54,534
---------------- ----------------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, no par value, 10,000,000 shares
authorized, no shares issued and outstanding. . - -
Common stock, no par value, 100,000,000 shares
authorized, 19,830,000 and 3,656,863 shares
issued and outstanding, respectively. . . . . . 7,468,522 7,284,483
Contributed capital . . . . . . . . . . . . . . . 53,519 53,519
Retained (deficit). . . . . . . . . . . . . . . . (7,054,134) (7,054,134)
(Deficit) accumulated during development stage. . (367,201) (338,322)
---------------- ----------------
Total Stockholders' Equity (Deficit). . . . . . 100,706 (54,454)
---------------- ----------------
$ 199,380 $ 80
=============== =================
Note: The Balance Sheet of December 31, 2001 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from
the Re-entering of
For the Three For the Six Development Stage
Months Ended Months Ended on January 1,
June 30, June 30, 1998 through
------------------------ -------------------------- June 30,
2002 2001 2002 2001 2002
----------- ----------- ---------- -------------- ------------
REVENUE . . . . . . . . . $ 58,100 $ - $ 58,100 $ - $ 58,100
----------- ----------- ---------- -------------- ------------
EXPENSES:
General and
administrative. . . . 60,449 9,102 85,857 26,921 285,790
----------- ----------- ---------- -------------- ------------
Total Expenses. . . . 60,449 9,102 85,857 26,921 285,790
----------- ----------- ---------- -------------- ------------
LOSS BEFORE OTHER
(EXPENSES). . . . . . . (2,349) (9,102) (27,757) (26,921) (227,690)
----------- ----------- ---------- -------------- ---------------
OTHER (EXPENSES):
Loss on sale of
securities available
for sale. . . . . . . - - - - (137,441)
Interest expense. . . . (526) - (1,122) - (2,070)
----------- ----------- ---------- -------------- ------------
Total Other Expenses. (526) - (1,122) - (139,511)
----------- ----------- ---------- -------------- ------------
LOSS BEFORE INCOME
TAXES . . . . . . . . . (2,875) (9,102) (28,879) (26,921) (367,201)
CURRENT TAX EXPENSE . . . - - - - -
DEFERRED TAX
EXPENSE . . . . . . . . - - - - -
----------- ----------- ---------- -------------- ------------
NET (LOSS). . . . . . . . $ (2,875) $ (9,102) $ (28,879) $ (26,921) $(367,201)
============ =========== =========== =========== =============
LOSS PER COMMON
SHARE . . . . . . . . . $ (.00) $ (.00) $ (.00) $ (.01) $ (.13)
============ =========== =========== =========== =============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Cumulative from
the Re-entering of
For the Three For the Six Development Stage
Months Ended Months Ended on January 1,
June 30, June 30, 1998 through
------------------------ -------------------------- June 30,
2002 2001 2002 2001 2002
----------- ----------- ---------- -------------- ------------
NET INCOME (LOSS) . . . . . $ (2,875) $ (9,102) $ (28,879) $ (26,921) $ (367,201)
OTHER COMPREHENSIVE
INCOME:
Unrealized holding (loss)
arising during period . - - - - (1,387,441)
Plus: reclassification
adjustment for losses
included in net income. - - - - 137,441
------------ ----------- ---------- -------------- ------------
COMPREHENSIVE
INCOME (LOSS) . . . . . . $ (2,875) $ (9,102) $ (28,879) $ (26,921) $(1,617,201)
============== =========== =========== ============ =============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
6
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cumulative from
the Re-entering of
For the Six Development Stage
Months Ended on January 1,
June 30, 1998 through
---------------------------- June 30,
2002 2001 2002
----------- --------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . . . . . $ (28,879) $ (26,921) $(367,201)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . 13 - 13
Loss on sale of marketable securities. . . . . . . . - - 137,441
Non-cash services for stock. . . . . . . . . . . . . 1,603 - 3,103
Changes in assets and liabilities:
Decrease in accounts receivable. . . . . . . . . . 24,340 - 24,340
(Increase) in related party receivable . . . . . . (13,500) - (13,500)
Increase in accounts payable . . . . . . . . . . . 15,542 4,197 26,628
Increase in accrued expenses . . . . . . . . . . . 20,499 - 21,447
Increase (decrease) in related party payable . . . (6,399) - 16,101
----------- --------------- ----------
Net Cash Provided (Used) by Operating Activities 13,219 (22,724) (151,628)
----------- --------------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for property and equipment. . . . . . . . . . (600) - (600)
Proceeds from sale of marketable securities. . . . . . - - 58,314
Payments received on note receivable . . . . . . . . . 30,000 - 30,000
Payments for goodwill. . . . . . . . . . . . . . . . . (55,020) - (55,020)
Cash (used) by acquisition . . . . . . . . . . . . . . (17,283) - (17,283)
----------- --------------- ----------
Net Cash Provided (Used) by Investing Activities . . (42,903) - 15,411
----------- --------------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable. . . . . . . . . . . . . . 120,000 - 140,000
Proceeds from sale of common stock . . . . . . . . . . 20,000 15,000 105,437
Payments to repurchase common stock. . . . . . . . . . (79,500) - (79,500)
----------- --------------- ----------
Net Cash Provided by Financing Activities. . . . 60,500 15,000 165,937
----------- --------------- ----------
NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . . . 30,816 (7,724) 29,720
CASH AT BEGINNING OF THE PERIOD. . . . . . . . . . . . . 80 7,909 1,176
----------- --------------- ----------
CASH AT END OF THE PERIOD. . . . . . . . . . . . . . . . $ 30,896 $ 185 $ 30,896
=========== =============== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . $ - $ - $ -
Income taxes . . . . . . . . . . . . . . . . . . . . $ - $ - $ -
7
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[CONTINUED]
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
For the period from the re-entering of development stage on January 1, 1998
through June 30, 2002:
In May 2002, the Company issued 500,000 shares of common stock to convert
$40,000 in notes payable and related accrued interest of $789.
In June 2002, the Company issued 3,196,873 shares of common stock to
acquire American Hospital Resources, Inc.
In March 2002, the Company issued 1,600,000 shares of common stock as
payment of $30,397 in liabilities and $1,603 in services rendered.
In February 2002, the Company issued 675,000 shares of common stock for
$7,500 in services rendered related to the acquisition of Subsidiary.
In February 2002, the Company issued 11,500,000 shares of common stock for
debt relief of $21,281, to convert $80,000 in notes payable, and for a
$30,000 note receivable.
In June 2000, in connection with a common stock split, the Company issued
3,036 shares for rounding and purchased fractional shares totaling 1,736
shares.
In February 1998, the Company issued 110,000 shares of common stock for
debt relief of $5,500.
In April 1998, the Company converted debt of $94,755 and preferred stock of
HomeQuest, Inc. valued at $1,000 into 200,000 shares of HomeQuest, Inc.
common stock.
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
8
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - American Hospital Resources, Inc. ("Parent") was organized under
the laws of the state of Utah on May 9, 1972 as High-Line Investment &
Development Company. On May 18, 1977, Parent changed its name to Gayle
Industries, Inc. On January 11, 1978, Parent merged into Swing Bike. On December
19, 1979, Parent changed its name to Horizon Energy Corporation. On December 10,
1992, Parent changed its name to Millennium Entertainment Corp. In 1993, Parent
changed its name to New Horizon Education, Inc. Also during 1993, Parent
organized a wholly owned subsidiary with the sole purpose of merging with Ruff
Network Marketing, Inc. On December 31, 1997, Parent sold its wholly owned
subsidiary to Phoenix Ink, LLC, a company controlled by Howard J. Ruff. Parent
is considered to have re-entered the development stage as of January 1, 1998. On
June 17, 2002, Parent changed its name to American Hospital Resources, Inc.
American Hospital Resources, Inc. ("Subsidiary") was organized under the laws of
the State of Delaware on August 27, 1999 as Frozen Enterprises, Inc. On
February 16, 2002, Subsidiary changed its name to American Hospital Resources,
Inc.
American Hospital Resources, Inc. and Subsidiary ("the Company") provides
hospital consulting and management. 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.
CONDENSED FINANCIAL STATEMENTS - The accompanying financial statements have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
June 30, 2002 and 2001 and for the periods then ended have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December 31,
2001 audited financial statements. The results of operations for the periods
ended June 30, 2002 and 2001 are not necessarily indicative of the operating
results for the full year.
CONSOLIDATION - The consolidated financial statements include the accounts of
Parent and its wholly-owned Subsidiary. All significant intercompany
transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
INVESTMENTS - The Company accounts for investments in debt and equity securities
in accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." Investments
in available-for-sale securities are carried at fair value. Unrealized gains
and losses, net of the deferred tax effects, are included as a separate element
of stockholders' equity.
9
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost. Expenditures
for repairs and maintenance are charged to operating expense as incurred.
Expenditures for additions and betterments that extend the useful lives of
property and equipment are capitalized, upon being placed in service. When
assets are sold or otherwise disposed of, the cost and related accumulated
depreciation or amortization is removed from the accounts and any resulting gain
or loss is included in operations. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets of five years
[See Note 3].
WEBSITE COSTS - The Company has adopted the provisions of Emerging Issues Task
Force 00-2, "Accounting for Web Site Development Costs." Costs incurred in the
planning stage of a website are expensed as research and development while costs
incurred in the development stage are capitalized and amortized over the life of
the asset, estimated to be two years. As of June 30, 2002 the Company has
capitalized a total of $1,200 of website costs which are included in property
and equipment. The Company did not incur any planning costs and did not record
any research and development costs for the six months ended June 30, 2002 and
2001.
INTANGIBLE ASSETS - The Company accounts for its intangible assets in accordance
with Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets". [See Note 5]
REVENUE RECOGNITION - The Company's revenue comes from the management of
hospitals. Revenue is recognized over the term of the managing agreement. A
portion of the managing services is subcontracted out by the Company to third
party vendors. These direct costs are recorded by the Company as general and
administrative expenses.
STOCK BASED COMPENSATION - The Company accounts for its stock based compensation
in accordance with Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation." This statement establishes an
accounting method based on the fair value of equity instruments awarded to
employees as compensation. However, companies are permitted to continue applying
previous accounting standards in the determination of net income with disclosure
in the notes to the financial statements of the differences between previous
accounting measurements and those formulated by the new accounting standard. The
Company has adopted the disclosure only provisions of SFAS No. 123. Accordingly,
the Company has elected to determine net income using previous accounting
standards.
COMPREHENSIVE INCOME - The Company adopted the provisions of Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
LOSS PER SHARE - The computation of loss per share of common stock is based on
the weighted average number of shares outstanding during the periods presented,
in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" [See Note 12].
10
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]
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 effect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimated by management.
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", SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", and SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections", were
recently issued. SFAS No. 141, 142, 143, 144 and 145 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.
RESTATEMENT - In July 2000, the Company effected a 1 for 50 reverse stock split.
The financial statements have been restated, for all periods presented, to
reflect this stock split [See Note 8].
NOTE 2 - ACQUISITION
On April 3, 2002, Parent signed an agreement and plan of reorganization with
Phase One, LLC and Subsidiary. The agreement provided for Parent to issue
3,196,873 shares of its common stock for all 1,500 shares of Subsidiary's common
stock. In connection with the proposed reorganization, Parent previously issued
a total of 13,000,000 shares of its common stock to Phase One, LLC for $130,000
in financing. The agreement calls for shareholders of Subsidiary to receive up
to 12,870,000 shares of the common stock issued to Phase One, LLC based on the
performance of the Company. In connection with the agreement, Parent amended its
articles of incorporation to authorize 10,000,000 shares of preferred stock and
to change its name to American Hospital Resources, Inc. Also in connection with
the agreement, Parent and Subsidiary entered into a three-year consulting
agreement with Corporate Dynamics, Inc. The Company will pay $5,000 per month
for consulting services. Also in connection with the agreement, Parent and
Subsidiary entered into a three-year finder agreement with Corporate Dynamics,
Inc. The Company 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 the
efforts of Corporate Dynamics, Inc. As a result of the agreement, the former
officers of the Company resigned and new officers were appointed. The
acquisition closed June 17, 2002 and has been accounted for as a purchase of
Subsidiary. The Company recorded goodwill of $60,321 as a result of the
acquisition.
11
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - ACQUISITION [CONTINUED]
The following is the unaudited condensed balance sheet of Subsidiary at June 17,
2002, the date the acquisition closed.
June 17,
2002
----------
ASSETS:
Accounts receivable . . . . . . . . . . . . . . . $ 64,740
Related party receivable. . . . . . . . . . . . . 52,500
Property and equipment, net . . . . . . . . . . . 1,176
----------
$ 118,416
----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Bank overdraft. . . . . . . . . . . . . . . . . . $ 17,283
Accounts payable. . . . . . . . . . . . . . . . . 3,784
Accrued expenses. . . . . . . . . . . . . . . . . 56,516
Related party payable . . . . . . . . . . . . . . 6,666
Common stock. . . . . . . . . . . . . . . . . . . 1,500
Earnings accumulated during the development stage 32,667
----------
$ 118,416
----------
The following is an unaudited proforma condensed consolidated income statement
as if the acquisition had occurred on December 31, 2001:
Cumulative from
the Re-entering of
Development Stage
For the Three For the Six on January 1,
Months Ended Months Ended 1998 through
June 30, June 30, June 30,
2002 2002 2002
----------------- ----------------- ------------
Revenue. . . . . . . . . . . . $ 295,020 $ 295,020 $ 295,020
Expenses . . . . . . . . . . . (262,807) (288,400) (488,333)
Other expenses . . . . . . . . (526) (1,122) (139,511)
Income (loss) from operations. 31,687 5,498 (332,824)
Tax expense. . . . . . . . . . - - -
----------------- ----------------- ------------
Net Income (loss). . . . . . . $ 31,687 $ 5,498 $(332,824)
================ ================ =============
Earnings (loss) per share. . . $ .00 $ .00 $ (.10)
================ ================ =============
12
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
June 30, December 31,
2002 2001
------------- ------------
Office equipment . . . . . . . $ 600 $ -
Website. . . . . . . . . . . . 1,200 -
------------- ------------
1,800 -
Less: Accumulated depreciation (37) -
------------- ------------
Net Property and Equipment . . $ 1,763 $ -
------------- ------------
Depreciation expense for the six months ended June 30, 2002 and 2001 was $13 and
$0, respectively.
NOTE 4 - NOTE RECEIVABLE
On February 27, 2002, the Company received a $30,000 note receivable from Phase
One, LLC for the issuance of common stock [See Note 8]. The note was due May
28, 2002 and accrued interest at 10% per annum. The note was paid on March 31,
2002 with no interest being recognized on the note.
NOTE 5 - GOODWILL
The Company has no indefinite-life or definite-life intangible assets. The
following is a summary of the Company's goodwill.
Goodwill at December 31, 2001 $ -
Goodwill from acquisition of Subsidiary 60,321
---------
Goodwill at June 30, 2002 $ 60,321
---------
NOTE 6 - ACCRUED EXPENSES
Accrued expenses consist of the following at:
June 30, December 31,
2002 2001
---------------- --------------
Interest payable. . . . . . . . . $ - $ 948
Accrued payroll and payroll taxes 75,893 -
---------------- --------------
Total accrued expenses. . . . . . $ 75,893 $ 948
---------------- --------------
13
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - NOTES PAYABLE
On February 27, 2002, the Company signed a $40,000 convertible note payable to
McKinley Enterprises, Inc. Profit Sharing Plan. The note was due February 27,
2003, accrued interest at 8% per annum and was convertible after 90 days to
500,000 shares of common stock. On May 30, 2002, the note and the related
accrued interest of $789 were converted to common stock [See Note 8].
On January 25, 2002 the Company signed a $30,000 convertible note payable to
Phase One, LLC. The note was due January 25, 2003, accrued interest at 10% per
annum and was convertible to 3,000,000 shares of common stock. On February 27,
2002, the note was converted to common stock and, accordingly, no interest was
recognized on the note [See Note 8].
On February 11, 2002, the Company signed a $50,000 convertible note payable to
Phase One, LLC. The note was due February 11, 2003, accrued interest at 10% per
annum and was convertible to 5,000,000 shares of common stock. On February 27,
2002, the note was converted to common stock and, accordingly, no interest was
recognized on the note [See Note 8].
On July 11, 2001, the Company signed a $20,000 note payable to Growth Ventures
Inc., Pension Plan and Trust. The note was due October 9, 2001 but was extended
through February 11, 2002. The note accrued interest at 10% per annum. On
February 27, 2002, the Company issued 500,000 shares of common stock as full
payment of the $20,000 note payable and its accrued interest of $1,281 [See Note
8].
NOTE 8 - CAPITAL STOCK
PREFERRED STOCK - The Company has authorized 10,000,000 shares of preferred
stock, no par value, with such rights, preferences and designations and to be
issued in such series as determined by the Board of Directors. No shares were
issued and outstanding at June 30, 2002 and December 31, 2001.
COMMON STOCK - The Company has authorized 100,000,000 shares of common stock
with no par value. In June 2002, in connection with a plan of reorganization,
the Company issued 3,196,873 shares of its previously authorized but unissued
common stock [See Note 2].
On May 30, 2002, the Company issued 500,000 shares of restricted common stock to
convert a $40,000 note payable and the related accrued interest of $789, or
$.081578 per share.
On April 10, 2002, the Company issued an additional 2,000,000 shares of
restricted common stock to Phase One, LLC for cash of $20,000 or $.01 per share.
On March 5, 2002, the Company issued 1,600,000 shares of common stock that had
been registered on Form S-8 with 1,100,000 shares going to the Company's former
president for services rendered valued at $22,000, or $.02 per share, and with
500,000 shares going to an attorney for services rendered valued at $10,000, or
$.02 per share.
14
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - CAPITAL STOCK [CONTINUED]
In February and March 2002, the Company repurchased and cancelled 3,198,736
shares of the Company's issued and outstanding common stock for cash in the
amount of $79,500. The Company had offered to repurchase the shares for an
amount up to the original sales price because the National Association of
Securities Dealers had imposed a special restriction on the trading of these
shares.
On February 27, 2002, the Company issued 11,000,000 shares of restricted common
stock to Phase One, LLC for a $30,000 note receivable and to convert a $30,000
note payable and a $50,000 note payable to common stock. Total consideration
amounted to $110,000, or $.01 per share. This issuance resulted in a change in
control of the Company.
On February 27, 2002, the Company issued 125,000 shares of common stock that had
been registered on Form S-8 to Synergistic Connections, Inc. for services
rendered valued at $2,500, or $.02 per share.
On February 27, 2002, the Company issued 450,000 shares of restricted common
stock to Synergistic Connections, Inc. for services rendered valued at $5,000,
or $.01 per share.
On February 27, 2002, the Company issued 500,000 shares of common stock for debt
relief of $21,281, or $.04256 per share.
On January 25, 2001, the Company entered into a stock subscription agreement
with Jean Hullinger, a former director of the Company. The agreement was
originally for the sale of 7,500,000 shares of the Company's common stock for
$15,000, or $.002 per share. However, on August 3, 2001, the Company
renegotiated the stock transaction and both parties agree that only 750,000
shares should have been issued for $15,000 or $.02 per share. Accordingly, the
additional 6,750,000 shares have been cancelled. The financial statements have
been restated to reflect the issuance of 750,000 shares as of February 2001.
In August 2000, the Company issued 1,500,000 shares of common stock to Steve
White, the Company's former president, for cash in the amount of $30,000, or
$.02 per share. This issuance resulted in a change in control of the Company,
the Company's officers and directors resigned and new officers and directors
were appointed.
In July 2000, the Company purchased all shares from shareholders which held one
share or less. The approximate number of shares purchased and cancelled were
1,666 post-split shares. The Company then effected a one for fifty reverse
stock split and cancelled all shares from shareholders with less than one share.
The approximate number of shares cancelled were 70 post-split shares. The
Company then issued 3,036 shares for rounding of fractional shares to
shareholders who held more than one post-split share. The net result is 1,300
shares of common stock being issued.
From February through July 2000, the Company issued 377,184 shares of common
stock for cash of $18,859, or $.05 per share.
15
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - CAPITAL STOCK [CONTINUED]
From September through December 1999, the Company issued 231,552 shares of
common stock for cash of $11,578, or $.05 per share.
In June 1998, the Company issued 30,000 shares of common stock to Steve White
for services rendered valued at $1,500, or $.05 per share.
In June 1998, the Company issued 200,000 shares of common stock for cash of
$10,000, or $.05 per share.
In February 1998, the Company issued 110,000 shares of common stock for debt
relief of $5,500, or $.05 per share.
STOCK OPTIONS - In March 2002, the Company granted 10,000 stock options
each to two of the Company's directors, totaling 20,000 options. The
options vested immediately and are exercisable at $.05 per share for two
years. The Company has adopted the disclosure only provisions of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." No Compensation cost has been recognized for the stock
options under APB 25 since the market value of the Company's common stock
was less than the exercise price of the options on the date of grant. Had
compensation cost for the Company's stock options been determined based on
the fair value at the grant date consistent with the provisions of SFAS No.
123, the Company's net loss and loss per share would have been reduced to
the pro forma amounts indicated below:
Cumulative from
the Re-entering of
For the Three For the Six Development Stage
Months Ended Months Ended on January 1,
June 30, June 30, 1998 through
-------------------------- ------------------------- June 30,
2002 2001 2002 2001 2002
------------ ------------ -------------- ---------- -----------
Net Loss . . . As reported $ (2,875) $ (9,102) $ (28,879) $ (26,921) $(367,201)
Pro forma. . $ (2,875) $ (9,102) $ (28,916) $ (26,921) $(367,238)
Loss per
common share As reported $ (.00) $ (.00) $ (.00) $ (.01) $ (.13)
Pro forma. . $ (.00) $ (.00) $ (.00) $ (.01) $ (.13)
The fair value of each option granted is estimated on the date granted using the
Black-Scholes option pricing model, with the following assumptions used for the
grants during March 2002: risk-free interest rate of 3.58%, expected dividend
yield of zero, expected lives of 2 years and expected volatility of 100%.
16
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - 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 accounting methods and any available operating loss or tax credit
carryforwards.
The Company has available at June 30, 2002 and December 31, 2001 unused
operating loss carryforwards of approximately $145,000 and $92,200,
respectively, which may be applied against future taxable income and which
expire in various years through 2022. The amount of and ultimate realization of
the benefits from the deferred tax assets for income tax purposes is dependent,
in part, upon the tax laws in effect, the future earnings of the Company, and
other future events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the deferred tax assets, the Company
has established a valuation allowance equal to the tax effect of the deferred
tax assets and, therefore, no deferred tax assets have been recognized. The net
deferred tax assets, which consist of accrued compensation and net operating
loss carryovers, are approximately $57,000 and $31,000 as of June 30, 2002 and
December 31, 2001, respectively, with an offsetting valuation allowance of the
same amount resulting in a change in the valuation allowance of approximately
$26,000 during the six months ended June 30, 2002.
NOTE 10 - 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 significant losses since their inception, has not yet been
successful in establishing profitable operations and all of their recent
revenues have been from one customer. 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 sales of their common stock or
through a possible business combination with another company. 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.
NOTE 11 - RELATED PARTY TRANSACTIONS
RECEIVABLE - The Company has advanced $66,000 to an officer/shareholder of the
Company on a non-interest-bearing basis.
PAYABLE - An officer/shareholder of the Company has paid expenses on behalf of
the Company. At June 30, 2002, the Company owes $766 to the officer/shareholder
for non-reimbursed expenses.
17
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - RELATED PARTY TRANSACTIONS [CONTINUED]
MANAGEMENT COMPENSATION - Management compensation for the six months ended
June 30, 2002 and 2001 totaled $18,000 and $17,500, respectively.
In February 2002, the Company paid $500 to each of its three former
directors, totaling $1,500.
In March 2002, the Company granted 10,000 options to each of two of the
Company's directors [See Note 8].
OFFICE SPACE - The Company pays $100 per month (on an as-needed,
month-to-month basis) for office space. Total rents paid amounted to $300
and $400 for the six months ended June 30, 2002 and 2001, respectively.
NOTE 12 - EARNINGS (LOSS) PER SHARE
The following data show the amounts used in computing loss per share and the
effect on income and the weighted average number of shares of dilutive potential
common stock for the periods:
Cumulative from
the Re-entering of
For the Three For the Six Development Stage
Months Ended Months Ended on January 1,
June 30, June 30, 1998 through
-------------------------- --------------------------- June 30,
2002 2001 2002 2001 2002
------------ ------------ ------------ -------------- -----------
Loss from continuing
operations available to
common stockholders
(numerator). . . . . . . $ (2,875) $ (9,102) $ (28,879) $ (26,921) $ (367,201)
------------ ------------ ------------ -------------- -----------
Weighted average number
of common shares
outstanding used in
earnings (loss) per
common share during the
period (denominator) . . 16,540,373 3,656,863 12,074,417 3,412,388 2,866,153
------------ ------------ ------------ -------------- -----------
At June 30, 2002, the Company had 20,000 outstanding options which were not used
in the computation of earnings (loss) per share because their effect would be
anti-dilutive. Dilutive earnings per (loss) share was not presented, as the
Company had no common stock equivalent shares for all periods presented that
would effect the computation of diluted earnings (loss) per share.
18
AMERICAN HOSPITAL RESOURCES, INC. AND SUBSIDIARY
(Formerly New Horizon Education, Inc.)
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 - COMMITMENTS AND AGREEMENTS
CONSULTING AGREEMENT - On January 15, 2002, the Company entered into a six-month
consulting agreement with Synergistic Connections, Inc. to assist the Company in
selecting and negotiating the acquisition of potential merger candidates. The
Company has paid $55,000 and issued stock valued at $7,500 to Synergistic
Connections, Inc. as part of this agreement.
COMPENSATION AGREEMENTS - On March 5, 2002, the Company signed a compensation
agreement with Steve White to act as the Company's Chief Executive and Financial
Officer. The agreement also provided for the issuance of 1,100,000 shares of
the Company's common stock to pay for Steve White's accrued salary through
December 31, 2001. This agreement was terminated on March 15, 2002 when Steve
White resigned.
On March 5, 2002, the Company signed a compensation agreement with Cletha A.
Walstrand, P.C. to act as the Company's general legal counsel. The agreement
also provided for the issuance of 500,000 shares of the Company's common stock
to pay for the services of Cletha A. Walstrand, P.C. through February 28, 2002.
NOTE 14 - CONCENTRATIONS OF CREDIT RISK
ACCOUNTS RECEIVABLE - At June 30, 2002, the Company had accounts receivable of
$40,400 which was owed by only one customer.
SIGNIFICANT CUSTOMER - During the six months ended June 30, 2002, the Company
had one customer that accounted for all of the Company's revenues. The loss of
this significant customer could adversely affect the Company's business and
financial position.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors. Such factors are discussed under the "Item 2. Management's Discussion
and Analysis of Financial Condition or Plan of Operations," and also include
general economic factors and conditions that may directly or indirectly impact
the Company's financial condition or results of operations.
DESCRIPTION OF BUSINESS
GENERAL
American Hospital Resources, Inc. ("Parent") originally incorporated in the
State of Utah on May 9, 1972, under the name High-Line Investment & Development
Company. On May 18, 1977, Parent changed its name to Gayle Industries, Inc. On
January 11, 1978 Parent merged into its subsidiary Swing Bike and kept the Swing
Bike name. On December 19, 1979 Parent changed its name to Horizon Energy Corp.
On December 10, 1992 Parent changed its name to Millennium Entertainment Corp.
In 1993 Parent changed its name to New Horizon Education, Inc. Later that year,
Parent formed a wholly owned subsidiary, Sunset Horizon, Inc. for the purpose of
merging with Ruff Network Marketing, Inc., and began marketing computer
education programs. The Parent was not successful in its marketing operations
and in 1995 sold its assets and ceased operations leaving both Parent and its
subsidiary with no operations. On December 31, 1997, Parent sold its subsidiary
to Phoenix Ink, LLC. Parent is considered to have re-entered the development
stage as of January 1, 1998.
In June of 2002, Parent finalized an Agreement and Plan of Reorganization with
American Hospital Resources, Inc. Under the Agreement, American Hospital
Resources Inc. became a wholly owned subsidiary of Parent and Parent changed its
name to American Hospital Resources, Inc.
NATURE OF BUSINESS
American Hospital Resources, Inc. and Subsidiary (the "Company") provide
hospital and acute care consulting and management services. These services
include crisis management and financial re-structuring. The Company also
acquires and operates pharmacy outsourcing and materials management service
companies. The Company is currently focused on a high-growth strategy based on
the continuous leveraged acquisition of profitable pharmacy outsourcing and
materials management companies.
20
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.
THREE MONTH AND SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
During the three months and six months ended June 30, 2002, the Company
generated revenue of $58,100. The Company generated no revenue during the three
and six month periods ended June 30, 2001. Increased revenue in 2002 is due to
the Company acquiring a subsidiary and changing its business strategy
General and administrative expenses for the three month periods ended June 30,
2002 and 2001, consisted of general corporate administration, legal and
professional expenses, and accounting and auditing costs. These expenses were
$60,449 and $9,102 for the three month periods ended June 30, 2002 and 2001
respectively. For the six month periods ended June 30, 2002 and 2001, these
expenses were $85,857 and $26,921, respectively. Higher expenses in 2002 were
attributable to professional costs associated with entering into a
reorganization agreement and acquiring a subsidiary.
As a result of the foregoing factors, the Company realized a net loss of $2,875
for the three months ended June 30, 2002 as compared to a net loss of $9,102 for
the same period in 2001. For the six months ended June 30, 2002, the Company
realized a net loss of $28,879 compared to a net loss of $26,921 for the same
period in 2001.
LIQUIDITY AND CAPITAL RESOURCES
For the period ended June 30, 2002, current assets, fixed assets and goodwill
totaled $199,380. At June 30, 2002 the Company had total current assets of
$137,296 consisting of $30,896 in cash, $40,400 in accounts receivable and
$66,000 receivable from a related party. The Company also had fixed assets of
$1,763 in property and equipment and goodwill assets valued at $60,321. At
December 31, 2001 the Company's assets consisted of $80 in cash.
Liabilities for the period ended June 30, 2002 totaled $98,674. Liabilities
consisted of $22,015 in accounts payable, $75,893 in accrued expenses and $766
payable to a related party. Liabilities at December 31, 2001 totaled $54,534
consisting of $11,086 in accounts payable, $948 in accrued expenses, $22,500
payable to a related party and $20,000 in notes payable.
On February 27, 2002, the Company received a $30,000 note receivable from Phase
One LLC for the issuance of common stock. The note was due May 28, 2002 and
accrued interest at 10% per annum. The note was paid on March 31, 2002 and,
accordingly, no interest was recognized on the note.
On February 27, 2002, the Company signed a $40,000 convertible note payable to
McKinley Enterprises, Inc. Profit Sharing Plan. The note was due February 27,
2003, accruing interest at 8% per annum and was convertible after 90 days to
500,000 shares of common stock. On May 30, 2002, the note and accrued interest
of $789 were converted to common stock.
21
On February 11, 2002, the Company signed a $50,000 convertible note payable to
Phase One LLC. The note was due February 11, 2003, accrued interest at 10% per
annum and was convertible to 5,000,000 shares of common stock. On February 27,
2002, the note was converted to common stock with no interest being recognized
on the note.
On January 25, 2002, the Company signed a $30,000 convertible note payable to
Phase One LLC. The note was due January 25, 2003, accrued interest at 10% per
annum and was convertible to 3,000,000 shares of common stock. On February 27,
2002, the note was converted to common stock and, accordingly, no interest was
recognized on the note.
On July 11, 2001, the Company signed a note payable to Growth Ventures, Inc.,
Pension Plan and Trust for $20,000. The note was due October 9, 2001 but was
extended for an additional year, accruing interest at 10% per annum. On
February 27, 2002, the Company issued 500,000 shares of common stock as full
payment of the $20,000 note and its accrued interest of $1,281.
The Company believes that its cash needs can be met for the next twelve months
with cash on hand and continuing operations. Should it become necessary to
raise additional capital, the Company may consider securing loans from officers
and directors, selling common stock of the Company or entering into debt
financing.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On March 5, 2002, the Company issued 1,600,000 shares of common stock that had
been registered on form S-8 with 1,000,000 shares going to the Company's former
president for services rendered valued at $22,000 or $.02 per share, and with
500,000 shares going to an attorney for services rendered valued at $10,000 or
$.02 per share. The shares were issued in a private transaction that did not
involve any public solicitation or sales and without registration in reliance on
the exemption provided by 4(2) of the Securities Act. No public solicitations
were made by the Company and no commissions were paid on any of the securities
sales.
In March 2002, the Company granted 10,000 stock options each to two of the
Company's directors totaling 20,000 options. The options vested immediately and
are exercisable at $.05 per share for two years. The Company has adopted the
disclosure only provisions of Statement of Financial Accounting Standards 123,
"Accounting for Stock Based Compensation. No compensation cost has been
recognized for the stock options under APB 25 since the market value of the
Company's common stock was less than the exercise price of the options on the
date of the grant.
In February and March of 2002, the Company repurchased 3,198,736 shares of the
Company's issued and outstanding common stock for cash in the amount of $79,500.
The Company had offered to repurchase the shares for an amount up to the
original sales price because the National Association of Securities Dealers had
imposed a special restriction on trading those shares. On February 27, 2002, the
Company issued 11,000,000 shares of restricted common stock to Phase One, LLC
for a $30,000 note receivable and to convert a $30,000 note payable and a
$50,000 note payable to common stock. Total consideration amounted to $110,000
or $.01 per share. The issuance resulted in a change in control of the Company.
The shares were issued in a private transaction that did not involve any public
solicitation or sales and without registration in reliance on the exemption
provided by 4(2) of the Securities Act. No public solicitations were made by the
Company and no commissions were paid on any of the securities sales.
22
On February 27, 2002, the Company issued 125,000 shares of common stock that had
been registered on Form S-8 to Synergistic Connections, Inc. for services
rendered valued at $2,500 or $.02 per share. The shares were issued in a private
transaction that did not involve any public solicitation or sales and without
registration in reliance on the exemption provided by 4(2) of the Securities
Act. No public solicitations were made by the Company and no commissions were
paid on any of the securities sales.
In January of 2001, the Company issued 7,500,000 shares to an accredited
investor for cash in the amount of $15,000. The shares were issued in a private
transaction that did not involve any public solicitation or sales and without
registration in reliance on the exemption provided by 4(2) of the Securities
Act. No public solicitations were made by the Company and no commissions were
paid on any of the securities sales. In August 2001, the directors agreed to
amend the original agreement reducing the amount of shares purchased to 750,000
and that such amendment to the agreement be retroactive to January 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
REPORTS ON FORM 8-K:
On March 8, 2002 the Company filed a report on Form 8-K with the Securities and
Exchange Commission reporting a change in control of the Company pursuant to the
anticipated Agreement and Plan of Reorganization.
Subsequent to the date of this report, on July 8, 2002, the Company filed a
report on Form 8-K with the Securities and Exchange Commission finalizing the
June 17, 2002 Agreement and Plan of Reorganization with Subsidiary and changing
the Company's name to American Hospital Resources, Inc.
EXHIBITS:
EXHIBIT NUMBER TITLE LOCATION
99.1 Certification of Chief Executive Officer Attached
99.2 Certification of Chief Financial Officer Attached
23
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN HOSPITAL RESOURCES, INC.
Date: August 14, 2002 By: /s/ Antione Gedeon
-----------------------
Chief Financial Officer
Date: August 14, 2002 By: /s/ Christopher Wheeler
----------------------------
President
24