SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**Form 10-KSB**

**Annual Report Pursuant to Section 13 or 15(d) of**

**the Securities Exchange Act of 1934**

(Mark One)

[ X ] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2001

[   ] Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________________ to ______________

Commission File Number 0-32195

**New Horizon Education, Inc.**

(Name of small business issuer in its charter)

|**Utah**

(State or other jurisdiction of incorporation or organization) | **87-0319410**

(I.R.S. Employer I.D. No.)
|------------------------------------------------------------------------ | ------------------------------------------

**2250 W. Center Street, Springville,  UT  84663**

(Address and Zip Code of principal executive offices)

Issuer's telephone number, including area code: **801-489-0222**

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

No par value, common voting shares

(Title of class)

Check whether the Issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]   No [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and
no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [    ]

The issuer's revenue for its most recent fiscal year was: $-0-

The aggregate market value of the issuer's voting stock held as of March 26, 2002, by non-affiliates of the issuers was
$81,325

As of March 26, 2002, issuer had 15,663,127 shares of its no par value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]

Documents incorporated by reference: none

**PART I**

**Item 1.  Description of Business.**

The Company originally incorporated in the State of Utah on May 9, 1972, under the name High-Line Investment &
Development Company.  In 1977, the Company changed its name to Gayle Industries, Inc.  In 1978 the Company merged
into its subsidiary Swing Bike and kept the Swing Bike name.  In 1979 the Company changed its name to Horizon Energy
Corp.  In 1992 the Company changed its name to Millennium Entertainment Corp.  And in 1993 the Company changed its
name to New Horizon Education, Inc.  Later that year, the Company formed a new subsidiary, Sunset Horizon, Inc. for the
purpose of merging with Ruff Network Marketing, Inc., and began marketing computer education programs.  Sunset
Horizon, Inc. owned rights to market the computer education programs and Ruff Network Marketing, Inc. provided the
marketing network.  The Company was not successful in its marketing operations and in 1995 the Company sold its assets
and ceased operations leaving both the parent Company and its subsidiary with no operations.  In 1997, the Company sold
the subsidiary.  The Company has not had active business operations since 1995, and is considered to have re-entered the
development stage as of January 1, 1998.

Because we are a development stage company with a plan to engage in a merger or acquisition with an unidentified
company or companies, we are considered a blank check company.  Management has determined that because it has not
had any operations for the past five years and it does not currently have any business to pursue, that it would be advisable
to seek an opportunity that might generate value for shareholders.

The Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity.  The Company
does not intend to conduct any other operations while it is investigating potential business opportunities.  The Company
does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may,
therefore, engage in essentially any business in any industry.  The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other
factors.  The Company does not currently have any potential business opportunity in mind nor has it entered any
discussions or negotiations with any potential business.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by
management in the exercise of its business judgment.  There is no assurance that the Company will be able to identify and
acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders.

The activities of the Company are subject to several significant risks which arise primarily as a result of the fact that the
Company has no specific business and may acquire or participate in a business opportunity based on the decision of
management which will, because management holds a majority of the outstanding stock, be able to approve transactions
that require shareholder approval without seeking the approval of the rest of the stockholders.

**Sources of Opportunities**

It is anticipated that business opportunities may be available to the Company from various sources, including its officers
and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and
others who may present unsolicited proposals.

The Company will seek a potential business opportunity from all known sources, but will rely principally on personal
contacts of its officers and directors as well as indirect associations between them and other business and professional
people.  Although the Company does not anticipate engaging professional firms specializing in business acquisitions or
reorganizations, if management deems it in the best interests of the Company, such firms may be retained.  In some
instances, the Company may publish notices or advertisements seeking a potential business opportunity in financial or trade
publications.

The Company has no current intention to acquire or merge with a business opportunity in which promoters, management or
their affiliates or associates directly or indirectly have any ownership interest. The Company does not have any specific
policy against such a transaction.  Should the Company enter into a transaction that directly or indirectly benefits any
promoter, management or their affiliates, the matter will be submitted to a vote of non-interested shareholders pursuant to
the Company's by-laws and Utah corporate law.

**Criteria**

The Company will not restrict its search to any particular business, industry or geographical location.  The Company may
acquire a business opportunity or enter into a business agreement in any industry and in any stage of development.  The
Company may enter into a business or opportunity involving a "start up" or new company.  The Company may acquire a
business opportunity in various stages of its operation.

In seeking a business venture, the decision of management of the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific industry, management group, or product or industry, but will
be based upon the business objective of seeking long-term capital appreciation of the Company.

In analyzing prospective business opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial requirements; the history of operations, if any;
prospects for the future; the nature of present and expected competition; the quality and experience of management services
which may be available and the depth of the management; the potential for further research, development or exploration;
the potential for growth and expansion; the potential for profit; the perceived public recognition or acceptance of products,
services, trade or service marks, name identification; and other relevant factors.

Generally, the Company will analyze all available factors in the circumstances and make a determination based upon a
composite of available facts, without reliance upon any single factor as controlling.

**Methods of Participation of Acquisition**

Specific business opportunities will be reviewed and, on the basis of that review, the legal structure or method of
participation deemed by management to be suitable will be selected.  Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction.  The Company may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.

**Procedures**

As part of the Company's investigation of business opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information provided, check references of management and key personnel,
and conduct other reasonable measures.

The Company will generally request that it be provided with written materials regarding the business opportunity
containing such items as a description of product, service and company history; management resumes; financial
information; available projections with related assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks or service marks or rights thereto; present and proposed
forms of compensation to management; a description of transactions between the prospective entity and its affiliates;
relevant analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; and
other information deemed relevant.

**Competition**

The Company expects to encounter substantial competition in its efforts to acquire a business opportunity.  The primary
competition is from other companies organized and funded for similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy individuals.

**Subsequent Events:  Proposed Merger**

On March 8, 2002, the Company signed a letter of intent to acquire American Hospital Resources, Inc. ("AHR").  If
completed, AHR will be the surviving entity.  In connection with the proposed merger, the Company entered into a
six-month consulting agreement with Synergistic Connections, Inc. ("Synergistic") that Synergistic assist the Company in
selecting and negotiating the acquisition of potential merger candidates.  The Company will pay Synergistic a total of
$62,000 for the consulting services.  In connection with the proposed merger, the Company signed a $40,000 convertible
note payable to McKinley Enterprises, Inc. and Profit Sharing Plan.  The note is due February 27, 2003, accrues interest at
8% per annum and is convertible to 500,000 shares of the Company's common stock 90 days after the date of the note.  In
connection with the proposed merger, the Company entered into an agreement with Phase One, LLC ("Phase One") that
Phase One provide up to $150,000 in financing to the Company for the proposed merger.  In this regard, the Company has
entered into two notes payable and one note receivable agreements with Phase One.  The Company signed a $30,000
convertible note payable to Phase One that was due January 25, 2003, accrued interest at 10% per annum, and was
convertible to 3,000,000 shares of the Company's common stock.  The Company also signed a $50,000 convertible note
payable to Phase One that was due February 11, 2003, accrued interest at 10% per annum, and was convertible to
5,000,000 shares of the Company's common stock.  The Company issued 11,000,000 shares of common stock to convert
the $30,000 and $50,000 notes payable to Phase One and the Company received a $30,000 note receivable from Phase One
that is due May 28, 2002 and accrues interest at 10% per annum, but if the note is paid by March 29, 2002, the Company
will receive no interest.  This issuance of common stock to Phase One resulted in a change in control of the Company.  In
connection with the proposed merger, one of the Company's directors resigned and was replaced by the manager of Phase
One.  The new director has been granted options to purchase 10,000 shares of the Company's common stock at $.05 per
share that expire on March 4, 2004.  The proposed merger is subject to all parties completing several terms and conditions.
Final consummation of the proposed merger is not guaranteed.

**Employees**

The Company has no full time employees.  The Company's president has agreed to allocate a portion of his time to the
activities of the Company.  The president anticipates that the business plan of the Company can be implemented by him
devoting approximately 100 hours per month to the business affairs of the Company and, consequently, conflicts of interest
may arise with respect to the limited time commitment by such officer.

**Item 2.  Description of Property.**

The Company does not currently own any property.  The Company rents office space on a month to month basis for $100
per month, located at 2250 West Center Street, Springville, UT 84663.  This arrangement is expected to continue until such
time as the Company becomes involved in a business opportunity that necessitates expansion or relocation.

**Item 3.  Legal Proceedings.**

No legal proceedings are pending against the Company or any of its officers or directors.  None of the Company's officers
or directors or affiliates of the Company are parties against the Company or have any material interests in actions that are
adverse to the Company's interests.

**Item 4.  Submission of Matters to a Vote of Securities Holders.**

None.

**PART II**

**Item 5.  Market for Common Equity and Related Stockholder Matters.**

The Company's common stock is listed on the Over the Counter Bulletin Board under the symbol "NHZN".  At March 26,
2002 the Company had 564 shareholders holding 15,663,127 shares of common stock.  The following table shows the
highs and lows of the closing bid and ask on the Company's stock for fiscal years, 2000 and 2001.

|**YEAR** | **CLOSING BID** |         | **CLOSING ASK** |        
|-------- | --------------- | ------- | --------------- | -------
|**2000** | **High**        | **Low** | **High**        | **Low**

|First Quarter | .02 | .02 | .25 | .04
|------------- | --- | --- | --- | ---

|Second Quarter | .01 | .01 | .25 | .03
|-------------- | --- | --- | --- | ---

|July 3 to July 28 | .01 | .005 | .03 | .01
|----------------- | --- | ---- | --- | ---

|July 31 to September
30 | .03 | .03 | 1 | .25
|----------------------- | --- | --- | - | ---

|Fourth Quarter | .03 | .03 | 1 | .50
|-------------- | --- | --- | - | ---

|**2001** |  |  |  | 
|-------- |  |  |  | 

|********************First Quarter | .03 | .03 | 1 | .9375
|--------------------------------- | --- | --- | - | -----

|Second Quarter | .03 | .03 | 1 | .93
|-------------- | --- | --- | - | ---

|Third Quarter | .03 | .03 | 1 | 1
|------------- | --- | --- | - | -

|Fourth Quarter | .04 | .03 | 1 | .75
|-------------- | --- | --- | - | ---

The above quotations, as provided by the National Quotation Bureau, LLC, represent prices between dealers and do not
include retail markup, markdown or commission.  In addition, these quotations do not represent actual transactions.

The Company has not paid, nor declared, any dividends since its inception and does not intend to declare any such
dividends in the foreseeable future.  The Company's ability to pay dividends is subject to limitations imposed by Utah law.
Under Section 16-10a-640 of the Utah Revised Business Corporation Act, dividends maybe paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business
and does not affect preferential shareholders rights upon dissolution.

**Item 6.  Management's Discussion and Analysis or Plan of Operation.**

Results of Operations for the periods ended December 31, 2001 and December 31, 2000

At December 31, 2001, the Company had $80 in cash.  The Company may borrow from current officers or directors to
ensure that it has sufficient cash on hand to satisfy its administrative needs for the next twelve months.  Should the
Company obtain a business opportunity, it may be necessary to raise additional capital.  This may be accomplished by
selling common stock of the Company, taking loans from the officers or seeking other forms of debt financing.

The Company was previously in the business of marketing computer related educational systems. It ceased operations in
1995 and has generated no revenue from operations for the past two fiscal years. Currently, the Company has no ongoing
operations, and has no material commitments for capital expenditures for the next twelve months.

Management of the Company intends to actively seek business opportunities for the Company during the next twelve
months.

The Company did not generate any revenue for the periods ended December 31, 2001 and December 31, 2000.  General
and administrative expenses were $57,727 for the period ended December 31, 2001 and  $101,058 for the period ended
December 31, 2000.  The higher expenses in 2000 resulted from the Company bringing itself current in its corporate status,
and paying audit fees and legal expenses involved in filing the Company's Form 10-SB registration statement.

The Company also had expenses of $948 in interest payable in the period ended December 31, 2001.  The Company
experienced a loss on the sale of securities in the amount of $57,441 for the period ended December 31, 2000.

Expenses and interest loss resulted in the Company having a net loss of $58,675 for the period ended December 31, 2001.
Expenses and loss on the sale of securities resulted in the Company having a net loss of $158,499 for the period ended
December 31, 2000, and a cumulative net loss of $338,322 from the re-entering of Development Stage on January 1, 1998
through December 31, 2001.

Net cash used in operations was $42,829 for the period ended December 31, 2001 compared to $85,387 for the period
ended December 31, 2000.  Net cash provided by investing activities was $38,314 during the year ended December 31,
2000 with no comparable investing activities during the year ending December 31, 2001.  Net cash provided by financing
activities was $35,000 for the year ended December 31, 2001 compared to $48,859 for the year ended December 31, 2000.

The Company had $80 in cash as of December 31, 2001 as compared to $7,909 as of December 31, 2000.

**Item 7.  Financial Statements.**

The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements
on page 11.

**Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.**

None.

**PART III**

**Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the
Exchange Act.**

In March of 2002, after the fiscal year ended December 31, 2001, the Company had a change of directors.  On March 4,
2002, Loretta Jean Hullinger resigned as Director and Secretary and Mark Buck was appointed as Director and Secretary
with an option to buy 10,000 shares of common stock.  On March 14, 2002, Antoine Gedeon and Chris Wheeler were
appointed as Directors with options to buy 10,000 shares of common stock.  On March 15, 2002, Steven L. White and
Angela White resigned their positions as directors.

The following table sets forth as of March 26, 2002, the name, age, and position of each executive officer and director and
the term of office for each director of the Company.

|**Name** | **Age** | **Position** | **Since**
|-------- | ------- | ------------ | ---------

|Chris Wheeler | 54 | Director/President | March 2002
|------------- | -- | ------------------ | ----------

|Antoine Gedeon | 56 | Director/Treasurer | March 2002
|-------------- | -- | ------------------ | ----------

|Mark Buck | 56 | Director/Secretary | March 2002
|--------- | -- | ------------------ | ----------

All officers hold their positions at the will of the Board of Directors.  All directors hold their positions for one year or until
their successors are duly elected and qualified.

The following is a brief biography of the officers and directors.

**Christopher A. Wheeler, President and Director.**Mr. Wheeler has many years of experience in the food services and
health care fields.  He has been the Founder and Managing Partner of Sandpiper Capital and Gaelic Capital Group since
1998.  These sister companies provide diverse management and financial consulting services to a variety of industry
segments including the healthcare industry.  In particular, these services include crisis management, pharmacy and material
management, outsourcing, food service and financing.  From 1995 to 1998, Mr. Wheeler was Founder and President of
Pacific Culinary Capital, a diverse financial services consulting group.

**Antoine Gedeon, Treasurer and Director.**  Mr. Gedeon speaks four languages and has many years of experience in the
travel industry.  He is currently an instructor with Travel University International in Honolulu, Hawaii where he teaches
advanced courses in travel industry management, international trade, and hotel management.  He has also worked as a
consultant for Private Investment Group since 1999.  From 1995 to 1998 Mr. Gedeon was the President and Chief
Operating Officer of Mayan Resorts Development Corp. in Belize where he presided over the master plan for Salt Creek
Estate, a 31,000 acre beachfront property.

**Mark Buck, Secretary and Director.**Mr. Buck is a commercial real estate broker specializing in sales and leasing.  He
has worked for Commercial Real Estate Services in Honolulu, Hawaii since 1986 as Vice President of Marketing and
Sales.  Mr. Buck has also been an owner and partner in three small businesses that he later sold.

**Compliance with Section 16(a) of the Exchange Act**

Based  solely upon a review of Forms 3, 4 and 5 furnished  to the  Company,  the Company is not aware of any person
who at any time  during the fiscal year ended December 31, 2000 was a director, officer, or beneficial owner of more than
ten percent of the Common Stock of the Company,  and who failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934 during such fiscal year.

**Item 10.  Executive Compensation**

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.

Although there was no formal arrangement, the Company paid former Director 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**

|**Name and Principal
Position**                    | **Year**         | **Salary ($)**      | **Bonus ($)** | **Other Annual
Compensation**
|-------------------------------------------------- | ---------------- | ------------------- | ------------- | -----------------------------
|Steven L. White

Chief Executive Officer

Director | 2001

2000

1999 | -0-

55,775

23,000 | -0-

-0-

-0- | (1)

-0-

-0-                

(1) Steven White's accrued salary amounted to $22,500 at December 31, 2001 and was subsequently converted to common
stock.

**Employment Contracts, Termination of Employment and Change in Control**

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to
any person which would in any way result in payments to any person because of employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in
control of the Company.

Directors of the Company receive an annual payment of $500 each for their service as a board member.

**Item 11.  Security Ownership of Certain Beneficial Owners and Management.**

The following table sets forth as of March 26, 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 15,663,127 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.

|**Title of Class** | **Name and Address of
Beneficial Owner (1)** | **Amount and Nature of
Beneficial Ownership** | **Percentage of Class**
|------------------ | -------------------------------------------- | --------------------------------------------- | -----------------------

|Common | Phase One, LLC

8 East Broadway,

609 Judge Building

Salt Lake City, UT 84111 | 11,000,000 | 70.4%
|------ | ------------------------------------------------------------------------------ | ---------- | -----

|Common | Steven L. White (2)

386 North 210 East

Mapleton, UT 84664 | 2,630,000 | 16.79%
|------ | ----------------------------------------------------------- | --------- | ------

|Common | Chris Wheeler (3)

1912 West Bay Crest

Santa Ana, CA 92704 | 0 | 0%
|------ | ----------------------------------------------------------- | - | --

|Common | Antoine Gedeon (3)

1833 Kalakaua Ave

Honolulu, HI 96815 | 0 | 0%
|------ | --------------------------------------------------------- | - | --

|Common | Mark Buck (3)

428 Hao Street

Honolulu, HI 96821 | 0 | 0%
|------ | ------------------------------------------------- | - | --

|Common | Officers, Directors and
Nominees as a Group: 

3 persons | 13,630,000 | 87.01%
|------ | -------------------------------------------------------- | ---------- | ------

(2) 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.

(3) Steven L. White is a former Director of the Company.

(4) 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.

**Item 12.  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.

**Item 13.  Exhibits and Reports on Form 8-K.**

**Reports on Form 8-K**

No reports on Form 8-K have been filed during the period covered by this Form 10-KSB.

**Exhibits**

None.

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

New Horizon Education, Inc.

Date: March 26, 2002       By: /s/ Christopher Wheeler

Christopher Wheeler, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date: March 26, 2002      By: /s/ Christopher Wheeler

Christopher Wheeler, Director

Date: March 26, 2002      By: /s/ Mark Buck

Mark Buck, Director

Date:  March 26, 2002      By: /s/ Antoine Gedeon

Antoine Gedeon, Director

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**CONTENTS**

******
**PAGE**-- Independent Auditors' Report
12-- Balance Sheet, December 31, 2001
13-- Statements of Operations, for the years ended December
31, 2001 and 2000 and from the re-entering of development
stage on January 1, 1998 through December 31, 2001
14-- Statements of Comprehensive Income (Loss), for the years
ended December 31, 2001 and 2000 and from the re-entering
of development stage on January 1, 1998 through December
31, 2001
15-- Statement of Stockholders' Equity (Deficit), from the
re-entering of the development stage on January 1, 1998
through December 31, 2001
16-- Statements of Cash Flows, for the years ended December
31, 2001 and 2000 and from the re-entering of development
stage on January 1, 1998 through December 31, 2001
18-- Notes to Financial Statements
19**

INDEPENDENT AUDITORS' REPORT

Board of Directors

**NEW HORIZON EDUCATION, INC.**

Springville, Utah

We have audited the accompanying balance sheet of New Horizon Education, Inc. [a development stage company] as of
December 31, 2001, and the related statements of operations, comprehensive income (loss), stockholders' equity (deficit)
and cash flows for the years ended December 31, 2001 and 2000 and for the period from the re-entering of the development
stage on January 1, 1998 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.  Those standards require that we plan
and perform the audit 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 audit provides 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 New
Horizon Education, 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 the re-entering of the development
stage on January 1, 1998 through December 31, 2001, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As
discussed in Note 6 to the financial statements, the Company has incurred significant losses since its inception and has not
yet been successful in establishing profitable operations.  Further, the Company has current liabilities in excess of current
assets.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.
Management's plans in regards to these matters are also described in Note 6.  The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

/s/**Pritchett, Siler & Hardy, P.C.**

March 11, 2002

Salt Lake City, Utah

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**BALANCE SHEET**

|******ASSETS**                                                                                     | **December 31,**
|-------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                   | **2001**        
|**CURRENT ASSETS:**                                                                                |                 
|Cash                                                                                               | $ 80            
|                                                                                                   | ______________  
|Total Current Assets                                                                               | 80              
|                                                                                                   | ______________  
|                                                                                                   | $ 80            
|                                                                                                   | ______________  
|**LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)**                                                 |                 
|**CURRENT LIABILITIES**                                                                            |                 
|Accounts payable                                                                                   | $ 11,086        
|Accrued expenses                                                                                   | 948             
|Related party payable                                                                              | 22,500          
|Note payable                                                                                       | 20,000          
|                                                                                                   | ______________  
|Total Current Liabilities                                                                          | 54,534          
|                                                                                                   | ______________  
|**STOCKHOLDERS' EQUITY (DEFICIT):**                                                                |                 
|Common stock, 100,000,000 shares authorized, no par
value, 3,656,863 shares issued and outstanding | 7,284,483       
|Contributed capital                                                                                | 53,519          
|Retained (deficit)                                                                                 | (7,054,134)     
|(Deficit) accumulated during the development stage                                                 | (338,322)       
|                                                                                                   | ______________  
|Total Stockholders' Equity Deficit                                                                 | (54,454)        
|                                                                                                   | ______________  
|****                                                                                               | $ 80            
|                                                                                                   | ______________  

The accompanying notes are an integral part of this financial statement.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**STATEMENTS OF OPERATIONS**



|                                              | **For the Year Ended
December 31,** | **For the Year Ended
December 31,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1998
through December 31,**
|--------------------------------------------- | ----------------------------------- | ----------------------------------- | ------------------------------------------------------------------------------------------------
|                                              | **2001**                            | **2000**                            | **2001**                                                                                        
|**REVENUE**                                   | $ -                                 | $ -                                 | $ -                                                                                             
|                                              | ________                            | ________                            | ________                                                                                        
|**EXPENSES:**                                 |                                     |                                     |                                                                                                 
|General and administrative                    | 57,727                              | 101,058                             | 199,933                                                                                         
|                                              | ________                            | ________                            | ________                                                                                        
|Total Expenses                                | 57,727                              | 101,058                             | 199,933                                                                                         
|                                              | ________                            | ________                            | ________                                                                                        
|**LOSS BEFORE OTHER
(EXPENSE)**               | (57,727)                            | (101,058)                           | (199,933)                                                                                       
|                                              | ________                            | ________                            | ________                                                                                        
|**OTHER (EXPENSES):**                         |                                     |                                     |                                                                                                 
|Loss on sale of securities
available for sale | -                                   | (57,441)                            | (137,441)                                                                                       
|Interest expense                              | (948)                               | -                                   | (948)                                                                                           
|                                              | ________                            | ________                            | ________                                                                                        
|Total Other (Expenses)                        | (948)                               | (57,441)                            | (138,389)                                                                                       
|                                              | ________                            | ________                            | ________                                                                                        
|**LOSS BEFORE INCOME
TAXES**                  | (58,675)                            | (158,499)                           | (338,322)                                                                                       
|**CURRENT TAX
EXPENSE**                       | -                                   | -                                   | -                                                                                               
|**DEFERRED TAX
EXPENSE**                      | -                                   | -                                   | -                                                                                               
|                                              | ________                            | ________                            | ________                                                                                        
|**NET (LOSS)**                                | $ (58,675)                          | $ (158,499)                         | $ (338,322)                                                                                     
|                                              | ________                            | ________                            | ________                                                                                        
|**LOSS PER COMMON
SHARE**                     | $ (.02)                             | $ (.09)                             | $ (.20)                                                                                         
|                                              | ________                            | ________                            | ________                                                                                        

The accompanying notes are an integral part of these financial statements.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**STATEMENTS OF COMPREHENSIVE INCOME (LOSS)**



|                                                                    | **For the Year Ended
December 31,** | **For the Year Ended
December 31,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1998
through December 31,**
|------------------------------------------------------------------- | ----------------------------------- | ----------------------------------- | ------------------------------------------------------------------------------------------------
|                                                                    | **2001**                            | **2000**                            | **2001**                                                                                        
|**NET INCOME (LOSS)**                                               | $ (58,675)                          | $ (158,499)                         | $ (338,322)                                                                                     
|**OTHER
COMPREHENSIVE
INCOME:**                                     |                                     |                                     |                                                                                                 
|Unrealized holding (loss)
arising during period                     | -                                   | (90,298)                            | (1,387,441)                                                                                     
|Plus: reclassification
adjustment for losses included
in net income | -                                   | 57,441                              | 137,441                                                                                         
|                                                                    | ________                            | ________                            | ________                                                                                        
|**COMPREHENSIVE
INCOME (LOSS)**                                     | $ (58,675)                          | $ (191,356)                         | $ (1,588,322)                                                                                   
|                                                                    | ________                            | ________                            | ________                                                                                        

The accompanying notes are an integral part of these financial statements.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**

**FROM THE RE-ENTERING OF THE DEVELOPMENT STAGE ON**

**JANUARY 1, 1998 THROUGH DECEMBER 31, 2001**



|                                                                                                      | **Common Stock** | ****        | **Contributed
Capital** | **Retained
(Deficit)** | **Unrealized
Holding
Gain/(Loss)** | **Deficit
Accumulated
From the
Re-entering of
the
Development
Stage on
January 1, 1998
through
December 31,
2001**
|----------------------------------------------------------------------------------------------------- | ---------------- | ----------- | ----------------------- | ---------------------- | ---------------------------------- | ------------------------------------------------------------------------------------------------------------------
|                                                                                                      | **Shares**       | **Amount**  | ****                    | ****                   | ****                               | ****                                                                                                              
|**BALANCE,**January 1, 1998                                                                           | 456,827          | $ 7,192,046 | $ 53,519                | $ (7,054,134)          | $ 1,250,000                        | $ -                                                                                                               
|February 1998,
shares issued at
$.05 per share
for debt relief                                        | 110,000          | 5,500       | -                       | -                      | -                                  | -                                                                                                                 
|June 1998,
shares issued at
$.05 per share
for cash                                                   | 200,000          | 10,000      | -                       | -                      | -                                  | -                                                                                                                 
|June 1998,
shares issued at
$.05 per share
for services
rendered                                      | 30,000           | 1,500       | -                       | -                      | -                                  | -                                                                                                                 
|Unrealized
holding (loss) on
marketable
securities                                                    | -                | -           | -                       | -                      | (770,755)                          | -                                                                                                                 
|Net income for
the year ended
December 31,
1998                                                       | -                | -           | -                       | -                      | -                                  | (12,028)                                                                                                          
|                                                                                                      | __________       | __________  | __________              | __________             | __________                         | __________                                                                                                        
|**BALANCE,**December 31,
1998                                                                         | 796,827          | 7,209,046   | 53,519                  | (7,054,134)            | 479,245                            | (12,028)                                                                                                          
|Sep. - Dec.
1999, shares
issued at $.05
per share for
cash                                            | 231,552          | 11,578      | -                       | -                      | -                                  | -                                                                                                                 
|Unrealized
holding (loss) on
marketable
securities                                                    | -                | -           | -                       | -                      | (526,388)                          | -                                                                                                                 
|Net (loss) for the
year ended
December 31,
1999                                                       | -                | -           | -                       | -                      | 80,000                             | (109,120)                                                                                                         
|                                                                                                      | __________       | __________  | __________              | __________             | __________                         | __________                                                                                                        
|**BALANCE,**December 31,
1999                                                                         | 1,028,379        | 7,220,624   | 53,519                  | (7,054,134)            | 32,857                             | (121,148)                                                                                                         
|Feb. - Jul. 2000,
shares issued at
$.05 per share
for cash                                            | 377,184          | 18,859      | -                       | -                      | -                                  | -                                                                                                                 
|Net increase in
shares issued
due to rounding
and purchase of
fractional shares
in common
stock split | 1,300            | -           | -                       | -                      | -                                  | -                                                                                                                 
|August 2000,
shares issued at
$.02 per share
for cash                                                 | 1,500,000        | 30,000      | -                       | -                      | -                                  | -                                                                                                                 
|Unrealized
holding (loss) on
marketable
securities                                                    | -                | -           | -                       | -                      | (90,298)                           | -                                                                                                                 
|Net (loss) for the
year ended
December 31,
2000                                                       | -                | -           | -                       | -                      | 57,441                             | (158,499)                                                                                                         
|                                                                                                      | __________       | __________  | __________              | __________             | __________                         | __________                                                                                                        
|**BALANCE,**December 31,
2000                                                                         | 2,906,863        | 7,269,483   | 53,519                  | (7,054,134)            | -                                  | (279,647)                                                                                                         

[Continued]

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)**

**FROM THE RE-ENTERING OF THE DEVELOPMENT STAGE ON**

**JANUARY 1, 1998 THROUGH DECEMBER 31, 2001**

**[CONTINUED]**



|                                                        | **Common Stock** | ****        | **Contributed
Capital** | **Retained
(Deficit)** | **Unrealized
Holding
Gain/(Loss)** | **Deficit
Accumulated
From the
Re-entering of
the
Development
Stage on
January 1, 1998
through
December 31,
2001**
|------------------------------------------------------- | ---------------- | ----------- | ----------------------- | ---------------------- | ---------------------------------- | ------------------------------------------------------------------------------------------------------------------
|                                                        | **Shares**       | **Amount**  | ****                    | ****                   | ****                               | ****                                                                                                              
|February 2001,
shares issued at
$.02 per share
for cash | 750,000          | 15,000      | -                       | -                      | -                                  | -                                                                                                                 
|Net (loss) for
year ended
December 31,
2001             | -                | -           | -                       | -                      | -                                  | (58,675)                                                                                                          
|                                                        | __________       | __________  | __________              | __________             | __________                         | __________                                                                                                        
|**BALANCE,**December 31,
2001                           | 3,656,863        | $ 7,284,483 | $ 53,519                | $ (7,054,134)          | $ -                                | $ (338,322)                                                                                                       
|                                                        | __________       | __________  | __________              | __________             | __________                         | __________                                                                                                        

The accompanying notes are an integral part of this financial statement.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**STATEMENTS OF CASH FLOWS**



|                                                                            | **For the Year Ended** | **For the Year Ended** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1998
through December 31,**
|--------------------------------------------------------------------------- | ---------------------- | ---------------------- | ------------------------------------------------------------------------------------------------
|                                                                            | **2001**               | **2000**               | **2001**                                                                                        
|**Cash Flows From
Operating Activities:**                                   |                        |                        |                                                                                                 
|****Net loss                                                                | $ (58,675)             | $ (158,499)            | $ (338,322)                                                                                     
|Adjustments to reconcile net
loss to net cash used by
operating activities: |                        |                        |                                                                                                 
|Loss on sale of marketable
securities                                       | -                      | 57,441                 | 137,441                                                                                         
|Stock issued for services                                                   | -                      | -                      | 1,500                                                                                           
|Changes in assets and
liabilities:                                          |                        |                        |                                                                                                 
|Decrease in receivable -
related party                                      | -                      | 1,770                  | -                                                                                               
|(Decrease) in payable -
related party                                       | -                      | (1,187)                | -                                                                                               
|Increase (decrease) in
accounts payable                                     | (3,198)                | 14,284                 | 11,086                                                                                          
|Increase (decrease) in
accrued expenses                                     | (3,456)                | 804                    | 948                                                                                             
|Increase in related party
payable                                           | 22,500                 | -                      | 22,500                                                                                          
|                                                                            | ________               | ________               | ________                                                                                        
|Net Cash (Used) by
Operating Activities                                     | (42,829)               | (85,387)               | (164,847)                                                                                       
|                                                                            | ________               | ________               | ________                                                                                        
|**Cash Flows From Investing
Activities:**                                   |                        |                        |                                                                                                 
|Proceeds from sale of
marketable securities                                 | -                      | 38,314                 | 58,314                                                                                          
|                                                                            | ________               | ________               | ________                                                                                        
|Net Cash Provided by
Investing Activities                                   | -                      | 38,314                 | 58,314                                                                                          
|                                                                            | ________               | ________               | ________                                                                                        
|**Cash Flows From Financing
Activities:**                                   |                        |                        |                                                                                                 
|Proceeds from note payable                                                  | 20,000                 | -                      | 20,000                                                                                          
|Proceeds from issuance of
common stock                                      | 15,000                 | 48,859                 | 85,437                                                                                          
|                                                                            | ________               | ________               | ________                                                                                        
|Net Cash Provided by
Financing Activities                                   | 35,000                 | 48,859                 | 105,437                                                                                         
|                                                                            | ________               | ________               | ________                                                                                        
|**Net Increase (Decrease) in
Cash**                                         | (7,829)                | 1,786                  | (1,096)                                                                                         
|**Cash at Beginning of the
Year**                                           | 7,909                  | 6,123                  | 1,176                                                                                           
|                                                                            | ________               | ________               | ________                                                                                        
|**Cash at End of the Year**                                                 | $ 80                   | $ 7,909                | $ 80                                                                                            
|                                                                            | ________               | ________               | ________                                                                                        
|**Supplemental Disclosures of
Cash Flow Information:**                      |                        |                        |                                                                                                 
|****Cash paid during the period
for:                                        |                        |                        |                                                                                                 
|Interest                                                                    | $ -                    | $ -                    | $ -                                                                                             
|Income taxes                                                                | $ -                    | $ -                    | $ -                                                                                             

**Supplemental Schedule of Noncash Investing and Financing Activities:**

For the period from the re-entering of development stage on January 1, 1998 through December 31, 2001:

During 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 financial statements.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Organization -**New Horizon Education, Inc. ("the Company") was incorporated under the laws of the state of Utah on
May 9, 1972 as High-Line Investment & Development Company.  On May 18, 1977 the Company changed its name to
Gayle Industries, Inc.  On January 11, 1978 the Company merged into Swing Bike.  On December 19, 1979 the Company
changed its name to Horizon Energy Corporation.  On December 10, 1992 the Company changed its name to Millennium
Entertainment Corp.  In 1993, the Company changed its name to New Horizon Education, Inc.  Also during 1993, the
Company organized a wholly owned subsidiary with the sole purpose of merging with Ruff Network Marketing, Inc.  On
December 31, 1997, the Company sold its wholly owned subsidiary to Phoenix Ink, LLC, a company controlled by
Howard J. Ruff.  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 seeking potential business mergers and ventures.

**Investments -**The Company accounts for investments in debt and equity securities in accordance with Statement of
Financial Accounting Standards ("SFAS") 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.

**Comprehensive Income -**The Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive Income."

**Development Stage** **-** The Company is considered a development stage company as defined in SFAS no. 7.  Since
re-entering the development stage on January 1, 1998, the Company is primarily seeking potential business mergers and
ventures.

**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 SFAS No. 128, "Earnings Per Share" [See Note 8].

**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 required 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", 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.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]**

**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 4].

**NOTE 2 - ACCRUED EXPENSES**

Accrued expenses consist of the following:

|                       | **December 31,**
|---------------------- | ----------------
|                       | **2001**        
|Interest payable       | $ 948           
|                       | _______________ 
|Total accrued expenses | $ 948           

**NOTE 3 - NOTE PAYABLE**

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.  At
December 31, 2001, accrued interest amounted to $948.  Subsequently, the note was converted to common stock [See Note
9].

**NOTE 4 - STOCK TRANSACTIONS**

On January 25, 2001, the Company entered into a stock subscription agreement with Jean Hullinger, a 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 president, for cash
in the amount of $30,000, or $.02 per share.  This issuance resulted in a change in control of the Company.

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.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 4 - STOCK TRANSACTIONS [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.

**NOTE 5 - INCOME TAXES**

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" which requires the liability approach for the effect of income taxes.

The Company has available at December 31, 2001 and 2000, unused operating loss carryforwards of approximately
$92,200 and $33,500, respectively, which may be applied against future taxable income and which expire in various years
through 2021.  If certain substantial changes in the Company's ownership should occur, there will be an annual limitation
on the amount of net operating loss carryforwards which can be utilized.  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 earnings 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 (approximately $13,800 and $5,000, respectively, at December 31, 2001 and
2000), therefore, no deferred tax asset has been recognized for the loss carryforwards.  The change in the valuation
allowance is equal to the tax effect of the current period's net loss (approximately $8,800).

**NOTE 6 - GOING CONCERN**

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going concern.  However, the Company has incurred significant
losses since its inception and has not yet been successful in establishing profitable operations.  Further, the Company has
current liabilities in excess of assets.  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 its 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.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 7 - RELATED PARTY TRANSACTIONS**

**Management Compensation -** For the years ended December 31, 2001 and 2000, the Company paid an officer $0 and
$55,775, respectively.  The officer's accrued salary amounted to $22,500 at December 31, 2001 and was subsequently
converted to common stock [See Note 9].

**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.

**NOTE 8 - EARNINGS (LOSS) PER SHARE**

The following data show the amounts used in computing income (loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for the years ended December 31, 2001 and 2000 and for the
period from the re-entering of development stage on January 1, 1998 through December 31, 2001:



|                                                                                                                | **For the Year Ended
December 31,** | **For the Year Ended
December 31,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1998
through December 31,**
|--------------------------------------------------------------------------------------------------------------- | ----------------------------------- | ----------------------------------- | ------------------------------------------------------------------------------------------------
|                                                                                                                | **2001**                            | **2000**                            | **2001**                                                                                        
|(Loss) from continuing
operations available to
common stockholders
(numerator)                                  | $ (58,675)                          | $ (158,499)                         | $ (338,322)                                                                                     
|                                                                                                                | __________                          | __________                          | __________                                                                                      
|Weighted average number of
common shares outstanding
used in earnings per share
during the period
(denominator) | 3,535,630                           | 1,858,758                           | 1,725,362                                                                                       
|                                                                                                                | __________                          | __________                          | __________                                                                                      

Dilutive earnings per 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.

**NOTE 9 - SUBSEQUENT EVENTS**

**Offer to Repurchase Common Stock -** On February 28, 2002, the Company's Board of Directors approved the repurchase
of 3,198,736 shares of the Company's issued and outstanding common stock that had been sold from 1995 through 2001
because the Board of Directors learned that the National Association of Securities Dealers had imposed a special restriction
on the trading of these shares.  The Company offered to repurchase the shares for an amount up to the original sale price
through April 30, 2002.  As of March 11, 2002, the Company has repurchased 1,668,736 shares for a total of $48,000.

**NEW HORIZON EDUCATION, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 9 - SUBSEQUENT EVENTS [Continued]**

**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.

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.

Debt Conversion - On February 27, 2002, the Company converted the $20,000 note payable to Growth Ventures Inc.,
Pension Plan and Trust and the related accrued interest to 500,000 shares of the Company's common stock.

**Proposed Merger -** On March 8, 2002, the Company signed a letter of intent to acquire American Hospital Resources, Inc.
("AHR").  If completed, AHR will be the surviving entity.  In connection with the proposed merger, the Company entered
into a six-month consulting agreement with Synergistic Connections, Inc. ("Synergistic") that Synergistic assist the
Company in selecting and negotiating the acquisition of potential merger candidates.  The Company will pay Synergistic a
total of $62,000 for the consulting services.  In connection with the proposed merger, the Company signed a $40,000
convertible note payable to McKinley Enterprises, Inc. and Profit Sharing Plan.  The note is due February 27, 2003, accrues
interest at 8% per annum and is convertible to 500,000 shares of the Company's common stock 90 days after the date of the
note.  In connection with the proposed merger, the Company entered into an agreement with Phase One, LLC ("Phase
One") that Phase One provide up to $150,000 in financing to the Company for the proposed merger.  In this regard, the
Company has entered into two notes payable and one note receivable agreements with Phase One.  The Company signed a
$30,000 convertible note payable to Phase One that was due January 25, 2003, accrued interest at 10% per annum, and was
convertible to 3,000,000 shares of the Company's common stock.  The Company also signed a $50,000 convertible note
payable to Phase One that was due February 11, 2003, accrued interest at 10% per annum, and was convertible to
5,000,000 shares of the Company's common stock.  The Company issued 11,000,000 shares of common stock to convert
the $30,000 and $50,000 notes payable to Phase One and the Company received a $30,000 note receivable from Phase One
that is due May 28, 2002 and accrues interest at 10% per annum, but if the note is paid by March 29, 2002, the Company
will receive no interest.  This issuance of common stock to Phase One resulted in a change in control of the Company.  In
connection with the proposed merger, one of the Company's directors resigned and was replaced by the manager of Phase
One.  The new director has been granted options to purchase 10,000 shares of the Company's common stock at $.05 per
share that expire on March 4, 2004.  The proposed merger is subject to all parties completing several terms and conditions.
Final consummation of the proposed merger is not guaranteed.