SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          Form 10-KSB/A
        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, 2000

[   ]     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                             87-0319410
(State or other jurisdiction of      (I.R.S. Employer I.D. No.)
incorporation or organization)

         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 [  ]   No [ x  ]

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 July 9, 2001, by non-affiliates of the issuers was $41,306.

As of August 2, 2001, issuer had 3,656,863 shares of its no par
value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]
Documents incorporated by reference: none

<PAGE>

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.

     In June of 2000, the shareholders authorized a fifty (50) to
one (1) reverse split in an attempt to attract business
opportunities and to potentially develop a greater liquidity for
the shares of the Company.  Holders of fractional shares were
paid a fair market value by the Company with a check sent to the
shareholder's last known address.  Returned checks are being held
by Company's counsel in an escrow account pursuant to Utah law.

     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.

                                2
<PAGE>

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's President, Mr. White, has extensive business
experience and as a result, has developed a strong network with
other business professionals.  The Company believes that Mr.
White's contacts may provide business opportunities that may be
attractive to the Company. In addition, the Company's Secretary,
Mrs. Angela White and the Company's director, Ms. Loretta
Hullinger have established extensive business contacts through
their prior and present business experience and may introduce
opportunities to the Company.

     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 Astart 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.

                                3
<PAGE>

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.

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.  There is a potential for
litigation in relation to the Company's wholly owned subsidiary
that was sold in 1997.

                                4
<PAGE>

The agreement required the Company to pay $5,500 in payroll taxes
in exchange for approximately $180,000 in debt relief.  If the
sold subsidiary does not pay off its debt, the Company may be
named as a co-defendant with the sold subsidiary.  Management
believes that all corporate formalities regarding wholly owned
subsidiaries were strictly followed. Further, the Company does
not believe it is liable for any of the sold subsidiary's
liabilities, and does not anticipate any claims being made
against it.

     Furthermore, 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.

     The Company called a special meeting of shareholders which
was held on December 26, 2000 to vote on the following items:

     1.   Election of Directors

          Steven L. White
          Angela G. White
          Loretta Jean Hullinger

     2.   Approval to Amend and Restate the Articles of Incorporation

     3.   Ratification of any and all past actions taken by
          the Board of Directors on behalf of the Company

     As of the record date, 2,906,863 shares were issued,
outstanding and entitled to vote at the special meeting.
2,547,509 shares were present at the special meeting in person or
by proxy.  All 2,547,509 shares voted unanimously to elect the
directors, approve the Amended and Restated Articles of
Incorporation and to ratify any and all past actions of the Board
of Directors.

                             PART II

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

     The Company's common stock is listed on the Pink Sheets
under the symbol "NHZN".  At August 2, 2001 the Company had 561
shareholders holding 3,656,863 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 1998, 1999, 2000 and
the first two quarters of 2001.

YEAR                CLOSING BID               CLOSING ASK
   1998          HIGH         LOW          HIGH          LOW

First Quarter   .001         .001         .10           .10

Second Quarter  .001         .001         .10           .10

Third Quarter   .001         .001         .10           .10

Fourth Quarter  .001         .001         .10           .04

                                5
<PAGE>

   1999
First Quarter    .04          .001        .53125         .04

Second Quarter   .02          .01          .10           .03

Third  Quarter   .03          .01          .08           .02

Fourth Quarter   .02          .01          .09           .03

   2000
First Quarter    .02          .02          .25           .04

Second Quarter   .01          .01          .25           .03

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

July 31 to       .03          .03           1            .25
 September 30 (1)

Fourth Quarter   .03          .03           1            .50

   2001
First Quarter    .03          .03           1           .9375

Second Quarter   .03          .03           1            .93


(1)  July 31, 2000 to September 25, 2000 represents the listing
     price of the Company's stock after a fifty (50) for one (1)
     reverse stock split.

     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 period ending December 31, 2000 and 1999

          At March 31, 2001, the Company had $1,989 in cash.  The
Company believes 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.

                                6
<PAGE>

     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
ending December 31, 2000 and 1999.  General and administrative
expenses were $101,058 for the period ending December 31, 2000
and $29,120 for the period ending December 31, 1999.  The
increase in expenses is due to the Company bringing itself
current in its corporate status, audit fees and legal expenses
involved in filing the Company's Form 10-SB registration
statement.

     The Company also experienced a loss on the sale of
securities in the amount of $57,441 for the period ended December
31, 2000 and in the amount of $80,000 for the period ending
December 31, 1999.

     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 compared to a net loss of $109,120 for the
period ended December 31, 1999 and a cumulative net loss of
$279,647 from the re-entering of Development Stage on January
1,1998 through December 31, 2000.

     Net cash used in operations was $85,387 for the period ended
December 31, 2000 compared to $25,552 for the period ended
December 31, 1999.  Net cash provided by investing activities was
$38,314 during the year ended December 31, 2000 and $20,000 for
the year ended December 31, 1999.  Net cash provided by financing
activities was $48,859 for the year ended December 31, 2000
compared to $11,578 for the year ended December 31, 1999.

     The Company had $7,909 in cash as of December 31, 2000 as
compared to $6,123 as of December 31, 1999.

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.

     The following table sets forth as of July 9, 2001, 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

Steven L. White          46     President, Treasurer and Director July 1998

Angela G. White          44     Secretary and Director            July 1998

Loretta Jean Hullinger   53     Director                        December 2000

                                7
<PAGE>

     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.

     Steven L. White, President, Treasurer and Director.  Mr.
White earned his Bachelor of Science Degree from Brigham Young
University in 1980 with a major in Accounting and a Minor in
English.  He is a member of the American Institute of Certified
Public Accountants and has been employed by one national and two
local CPA firms.  Since 1983, Mr. White has been employed in
private accounting and has been the controller of several small
businesses which include Phoenix Ink, LLC, a financial newsletter
publisher, from 1999 to present; HomeQuest, Inc., an educational
software marketing company, from 1993 to 1998; InfoLink
Technologies, Inc., a software development company, from 1991 to
1992; Jefferson Institute, Inc., an investment seminar company,
from 1986 to 1990; and Video Ventures, Inc., a publicly held
video rental company, from 1983 to 1985.

     Angela G. White, Secretary and Director.  Mrs. White's
primary and full time occupation for the last five years has been
that of a full time homemaker.  Mrs. White is married to the
other officer and director of the Company, Steven L. White.  In
addition, to her full time occupation as a homemaker, Mrs. White
is a licensed practical nurse and has been employed with
Intermountain Health Care at its Utah Valley Regional Medical
Center since 1996.

     Loretta Jean Hullinger, Director.  Ms. Hullinger has been
the operations manager for a horse ranch, the Wagon Wheel Ranch,
for the past five years where she directs and oversees the
training, feeding, breeding and raising of racehorses.  Ms.
Hullinger schedules the employees and directs their daily duties
at the horse ranch.  Ms. Hullinger has been involved in this line
of business for the majority of her working career.

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 is no formal arrangement, the Company paid
Steven L. White an annual salary of $4,800, $23,000 and $55,775
for the fiscal years ended December 31, 1998,  1999 and 2000
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.  Mr. White has received no other
compensation in the form of bonuses, options, warrants, stocks,
awards or any other conceivable form of annual or long-term
compensation.

                                8
<PAGE>

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 toany 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 July 9, 2001, 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 10,406,863 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.

              Name and Address of     Amount and     Percentage
  Title of      Beneficial Owner      Nature of       of Class
    Class             (1)             Beneficial
                                      Ownership
Common     Angela G. White (2)(3)     1,530,000           41.83%
           2250 W. Center Street,
           Springville, UT 84663

Common     Steven L. White (2)(3)     1,530,000           41.83%
           2250 W. Center Street,
           Springville, UT  84663

Common     Loretta Jean Hullinger(3)    750,000           20.50%
           178 S. 350 W.
           Mona,  UT  84645

Common     Officers, Directors        2,280,000           62.34%
           and Nominees as a Group:
              3 persons

  (1)  For purposes of this table, a beneficial owner is one who,
       directly or indirectly, has or shares with others (a) the power
       to vote or direct the voting of the Voting Stock (b) investment
       power with respect to the Voting Stock which includes the power
       to dispose or direct the disposition of the Voting Stock.

  (2)  Steven L. White and Angela G. White are husband and wife.
       The shares are held individually in the name of Steven L. White,
       however because of the spousal relationship, Angela G. White is
       also considered to have beneficial ownership of the shares.

  (3)  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.

                                9
<PAGE>

Item 12.  Certain Relationships and Related Transactions.

     In 1999, the Company had advanced $1,770 for payroll taxes
that were paid on behalf of Steven L. White, an 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

Exhibit   SEC Ref.   Title of Document           Location
Number      No.

  1      3(i)        Articles of Incorporation filed      *
                     March 9, 1972.

  2      3(i)        Amendment to Articles of             *
                     Incorporation of the Company to
                     change the name to Gayle
                     Industries, Inc. dated May 18,
                     1977.

  3       2          Plan and Articles of Merger of a     *
                     Subsidiary Corporation (Swing Bike)
                     into the Company thereby changing
                     the name of the Company to Swing
                     Bike dated January 11, 1978.

  4      3(i)       Amendment to Articles of             *
                    Incorporation of the Company
                    changing the name to Horizon Energy
                    Corporation dated December 19,
                    1979.

  5      3(i)      Amendment to Articled of             *
                   Incorporation of the Company
                   authorizing 100,000,000 shares of
                   common no par value stock dated
                   August 18, 1989.

  6      3(i)      Amendment to Articles of             *
                   Incorporation of the Company
                   changing the name to Millennium
                   Entertainment Corp. dated December
                   10, 1992.

  7      3(i)     Amendment to Articles of             *
                  Incorporation of the Company
                  changing the name to New Horizon
                  Education, Inc. dated May 28, 1993.

  8      3(i)     Amendment to Articles of             *
                  Incorporation of the Company
                  authorizing a one (1) for fifty
                  (50) reverse stock split dated
                  September 27, 2000.

  9      3(i)     Amended and Restated Articles of     *
                  Incorporation dated December 26,
                  2000.

                                10
<PAGE>
  10    3(ii)     By-Laws                              **

*  Incorporated by reference to the Form 10-SB filed on  December
29, 2000
**Incorporated by reference to the Form 10-SB/A filed on April
27, 2001

                           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: August 6, 2001             By: /s/ Steven L. White
                                   Steven L. White, President and Treasurer


     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: August 6, 2001            By: /s/ Steven L. White
                                    Steven L. White, Director


Date: August 6, 2001            By: /s/ Angela G. White
                                   Angela G. White, Director


Date:  August 6, 2001           By: /s/ Loretta Jean Hullinger
                                   Loretta Jean Hullinger, Director

                               11
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                            CONTENTS

                                                                 PAGE

        -  Independent Auditors' Report                           13

        -  Balance Sheet, December 31, 2000                       14

        -  Statements of Operations, for the years ended
           December 31, 2000 and 1999 and from the
           re-entering of development stage on January 1,
           1998 through December 31, 2000                         15

        -  Statements of Comprehensive Income (Loss),
           for the years ended December 31, 2000 and
           1999 and from the re-entering of development
           stage on January 1, 1998 through December 31,
           2000                                                   16

        -  Statement of Stockholders' Equity (Deficit), from
           the re-entering of the development stage on
           January 1, 1998 through December 31, 2000              17

        -  Statements of Cash Flows, for the years ended
           December 31, 2000 and 1999 and from the
           re-entering of development stage on January 1,
           1998 through December 31, 2000                         18

        -  Notes to Financial Statements                          20

                               12
<PAGE>




                  INDEPENDENT AUDITORS' REPORT


Board of Directors
NEW HORIZON EDUCATION, INC.
Salt Lake City, Utah

We  have  audited the accompanying balance sheet of  New  Horizon
Education, Inc. [A Development Stage Company] as of December  31,
2000,  and  the  related statements of operations,  comprehensive
income (loss), stockholders' equity (deficit) and cash flows  for
the  years  ended December 31, 2000 and 1999 and for  the  period
from  the re-entering of the development stage on January 1, 1998
through  December 31, 2000.  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, 2000, and the results of its operations and its cash
flows for the years ended December 31, 2000 and 1999  and for the
period  from the re-entering of the development stage on  January
1,  1998  through December 31, 2000, 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  4  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  4.   The
financial  statements do not include any adjustments  that  might
result from the outcome of these uncertainties.


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

PRITCHETT, SILER & HARDY, P.C.

April 30, 2001, except for Note 9, as to which the date is August
3, 2001
Salt Lake City, Utah

                               13
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                          BALANCE SHEET

                             ASSETS

                                                      December 31,
                                                          2000
                                                    ______________
CURRENT ASSETS:
  Cash                                                 $    7,909
                                                    ______________
        Total Current Assets                                7,909
                                                    ______________
                                                       $    7,909
                                                    ______________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
  Accounts payable                                     $   14,284
  Accrued expenses                                          4,404
                                                    ______________
        Total Current Liabilities                          18,688
                                                    ______________

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, 100,000,000 shares
   authorized, no par value, 2,906,863
   shares issued and
   outstanding, respectively                            7,269,483
Contributed capital                                        53,519
  Retained (deficit)                                   (7,054,134)
  (Deficit) accumulated during
   development stage                                     (279,647)
                                                    ______________
        Total Stockholders' Equity Deficit                (10,779)
                                                    ______________
                                                       $    7,909
                                                    ______________


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

                               14
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                    STATEMENTS OF OPERATIONS

                                                        Cumulative from
                                                      the Re-entering of
                                          For the      Development Stage
                                        Years Ended      on January 1,
                                        December 31,     1998 through
                                    _________________    December 31,
                                      2000       1999         2000
                                    ________   ________    __________

REVENUE                             $      -   $      -    $        -
                                    ________   ________    __________

EXPENSES:
 General and administrative          101,058     29,120       142,206
                                    ________   ________    __________
   Total Expenses                    101,058     29,120       142,206
                                    ________   ________    __________

LOSS BEFORE OTHER (EXPENSE)         (101,058)   (29,120)     (142,206)

OTHER (EXPENSE):
  Loss on sale of securities
    available for sale               (57,441)   (80,000)     (137,441)
                                    ________   ________    __________
LOSS BEFORE INCOME TAXES            (158,499)  (109,120)     (279,647)

CURRENT TAX EXPENSE                        -          -             -

DEFERRED TAX EXPENSE                       -          -             -
                                    ________   ________    __________
NET (LOSS)                         $(158,499) $(109,120)   $ (279,647)
                                   _________   ________    __________

LOSS PER COMMON SHARE              $    (.09) $    (.13)   $     (.25)
                                   _________   ________    ___________


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

                               15
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

            STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>

                                                             Cumulative from
                                                            the Re-entering of
                                                For the      Development Stage
                                              Years Ended       on January 1,
                                              December 31,       1998 through
                                           __________________    December 31,
                                          2000          1999          2000
                                        ________      ________     __________
<S>                                 <C>            <C>            <C>
NET INCOME (LOSS)                   $  (158,499)   $  (109,120)   $  (279,647)

OTHER COMPREHENSIVE INCOME:

  Unrealized holding (loss)
    arising during period               (32,718)      (446,527)    (1,250,000)

  Plus: reclassification adjustment for
    losses included in net income        57,441         80,000        137,441
                                        ________      ________     __________

COMPREHENSIVE INCOME (LOSS)         $  (133,776)   $  (475,647)   $ 1,392,206)
                                       _________      _________    __________
</TABLE>
 The accompanying notes are an integral part of these financial
                           statements.

                               16
<PAGE>

                   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, 2000
<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                                         Accumulated
                                                                                                           From the
                                                                                                        Re-entering of
                                                                                                       the Development
                                                                                                       Stage on January 1,
                                     Common Stock                                        Unrealized      1998 through
                                 ____________________      Contributed   Retained         Holding        December 31,
                                 Shares        Amount       Capital      (Deficit)      Gain/(Loss)         2000
                              ___________________________________________________________________________________
<S>                           <C>           <C>            <C>          <C>             <C>            <C>
BALANCE, January 1, 1998         456,827    $ 7,192,049    $  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)

During 1999, shares issued
at $.05 per share for cash        231,552       11,578

Unrealized holding (loss) on
  marketable securities                                                                   (446,527)

Net (loss) for the year
  ended December 31, 1999                                                                               (109,120)


BALANCE, December 31, 1999      1,028,379    7,220,624       53,519      (7,054,134)        32,718      (121,148)

Unrealized holding (loss) on
  Marketable securities                                                                    (32,718)

February- July 2000, shares
  issued at $.05 per share
  for cash                        377,184       18,859

Net increase in shares issued
  due to rounding and purchasing
  of fractional shares in common
  stock split                      1,300

August 2000, shares issued at
  $.02 per share for cash      1,500,000        30,000
(158,499)

Net (loss) for year ended
  December 31, 2000

BALANCE, December 31, 2000    2,906,863    $7,269,483    $   53,519    $ (7,054,134)   $        -    $  (279,647)
</TABLE>

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

                               17
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                              Cumulative from
                                                                             the Re-entering of
                                                                For the       Development Stage
                                                              Years Ended        on January 1,
                                                              December 31,       1998 through
                                                           ___________________    December 31,
                                                            2000          1999        2000
                                                         _____________________________________
<S>                                                     <C>           <C>          <C>
Cash Flows From Operating Activities:
  Net loss                                              $ (158,499)   $ (109,120)   $ (279,647)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Realized loss on sale of securities
      available for sale                                    57,441        80,000       137,441
    Stock issued for services                                    -             -         1,500
    Changes in assets and liabilities:
      (Increase) decrease in receivable - related party      1,770        (1,219)            -
      Increase (decrease) in payable - related party        (1,187)        1,187             -
      Increase in accounts payable                          14,284             -        14,284
      Increase in accrued expenses                             804         3,600         4,404

        Net Cash (Used) by Operating Activities            (85,387)      (25,552)     (122,018)

Cash Flows From Investing Activities
  Proceeds from sale of securities available
    for sale                                                38,314        20,000        58,314

        Net Cash Provided by Investing Activities           38,314        20,000        58,314

Cash Flows From Financing Activities:
  Proceeds from issuance of common stock                    48,859        11,578        70,437

        Net Cash Provided by Financing Activities           48,859        11,578        70,437

Net Increase (Decrease)  in Cash                             1,786         6,026         6,733

Cash at Beginning of the Year                                6,123            98         1,176

Cash at End of the Year                                 $    7,909    $    6,123    $    7,909
</TABLE>

                           [Continued]

                               18
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

                           [CONTINUED]
                                                       Cumulative from
                                                      the Re-entering of
                                         For the       Development Stage
                                       Years Ended       on January 1,
                                       December 31,      1998 through
                                   ___________________   December 31,
                                       2000      1999        2000
                                     ____________________________

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 year ended December 31, 2000:
     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.

  For the year ended December 31, 1999:

     In 1999, the Company had unrealized holding losses of $446,527
     relating to securities available for sales.


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

                               19
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - 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.  the Subsidiary changed its name to New  Horizon
  Education,  Inc.  and began to network market  computer  software
  education programs.

  In  1995, the Company entered an agreement with Homequest,  Inc.,
  whereby  the  Company  sold off all assets  associated  with  its
  education  software  along with $100,000 to  Homequest,  Inc.  in
  exchange  for debt relief, notes receivable, and preferred  stock
  of Homequest.

  At  December  31, 1997, the Company entered into an agreement  to
  sell  its wholly owned subsidiary to Phoenix Ink, LLC, a  company
  controlled  by  Howard  J. Ruff.  The agreement  called  for  the
  Company  to  pay $5,500 toward taxes in exchange for debt  relief
  and  all the shares of the subsidiary.  The Company is considered
  to  have re-entered the development stage as of January 1,  1998.
  The  Company currently has no on-going operations and is  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
  Statement  of  Financial Accounting Standards No. 128,  "Earnings
  Per Share" [See Note 6].

                               20
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

  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.

  Valuation  of Stock Issued For Goods and Services -  The  Company
  values  stock issued for goods and services at the current market
  price per share.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards (SFAS) No. 136, "Transfers of Assets  to  a
  not  for  profit organization or charitable trust that raises  or
  holds  contributions for others", SFAS No. 137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective  date of FASB Statement No. 133 (an amendment  of  FASB
  Statement  No.  133)",  SFAS  No.  138  "Accounting  for  Certain
  Derivative  Instruments  and Certain  Hedging  Activities  -  and
  Amendment of SFAS No. 133", SFAS No. 139, "Recission of SFAS  No.
  53  and  Amendment to SFAS No 63, 89 and 21", and SFAS  No.  140,
  "Accounting  to  Transfer and Servicing of Financial  Assets  and
  Extinguishment of Liabilities", were recently issued.   SFAS  No.
  136,  137, 138, 139 and 140 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 7].

NOTE 2 - 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, 1999, unused operating
  loss  carryforwards of approximately $7,200,000  and  $7,100,000,
  respectively, which may be applied against future taxable  income
  and  which  expire  in various years through  2020.   If  certain
  substantial  changes  in  the Company's ownership  should  occur,
  there will be an annual limitation on the amount of net operating
  loss  carryforward  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   $2,250,000  and  $2,410,000,  respectively,   at
  December 31, 2000 and 1999, 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 $40,000 and $4,000 for December
  31, 1999, respectively).

                               21
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS

  Management Compensation - For the years ended December  31,  2000
  and  1999,  the  Company  paid an officer  $55,775  and  $23,000,
  respectively.

  Related  Party Receivables and Payables - At December  31,  1998,
  the  Company had advanced $551 to another company related through
  common  control.   At  December 31, 1999, the  Company  was  owed
  $1,770  from an officer of the Company for payroll taxes paid  by
  the Company on behalf of the officer.  Also at December 31, 1999,
  the  Company  owed  a total of $1,187 to other companies  related
  through common control.  These amounts were all received or  paid
  in full during 2000.

  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 a month to month basis) to an unrelated
  party for office space.  Total rents paid amounted to $1,200  and
  $300   for   the  years  ended  December  31,  2000   and   1999,
  respectively.

NOTE 4 - 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 no on-going operations and has incurred
  losses  since  its inception.  Further, the Company  has  current
  liabilities in excess of assets and has no working capital to pay
  its  expenses.  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.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

  On December 31, 1997, the Company sold its wholly-owed subsidiary
  by  selling all shares of subsidiary stock.  The agreement called
  for  the  Company  to pay $5,500 in payroll  taxes  and  for  the
  subsidiary   to  be  responsible  for  its  remaining   debt   of
  approximately $180,000.  Management believes that the Company  is
  not  liable  for any existing liabilities related to  its  former
  subsidiary, but the possibility exists that creditors and  others
  seeking  relief from the former subsidiary may also  include  the
  Company  in  claims  and suits pursuant to the  parent-subsidiary
  relationship which previously existed between the Company and its
  former subsidiary.  The Company is not currently named in nor  is
  it  aware  of  any  such  claims  or  suits  against  its  former
  subsidiary.   Management  believes  that  the  Company  would  be
  successful in defending against any such claims and believes that
  no  material  negative impact on the financial  position  of  the
  Company  would occur.  Management further believes that with  the
  passage of time the likelihood of any such claims being raised is
  becoming more remote.  No amounts have been reflected or  accrued
  in these financial statements for any contingent liability.

                               22
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 6 - 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, 2000 and 1999 and for  the  period
  from  the  re-entering of development stage on  January  1,  1998
  through December 31, 1999:
                                                       Cumulative from
                                                      the Re-entering of
                                        For the       Development Stage
                                      Years Ended       on January 1,
                                      December 31,      1998 through
                                   ___________________  December 31,
                                     2000      1999       2000
                                   ________________________________
(Loss) from continuing operations
 available to common stockholders
 (numerator)                       $ (158,499)  $ (109,120)  $ (279,647)
                                    ________________________________
Weighted average number of
 common shares outstanding
 used in earnings per share
 during  the period (denominator)    1,858,758      828,335   1,122,490
                                   ________________________________

  Dilutive earnings per share was not presented, as the Company had
  no  common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.


NOTE 7 - STOCK TRANSACTIONS

  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 as follows:  100,000 shares  of  common
  stock to 1st Zamora, Inc. for $5,000 for cash, or $.05 per share;
  50,000 shares of common stock to LIBCO, Inc. for $2,500 for cash,
  or  $.05 per share;  50,000 post-split shares of common stock  to
  Ingrid  F. Nemelka for cash in the amount of $2,500, or $.05  per
  share;   100,000 shares of common stock to David's  Odyssey,  LLC
  for $5,000 cash, or $.05 per share; 77,184 shares of common stock
  to Phoenix Ink, LLC for cash in the amount of $3,859, or $.05 per
  share.

                               23
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 7 - STOCK TRANSACTIONS [Continued]

  From  September  1999 through December 1999, the  Company  issued
  231,552  shares of common stock to Phoenix Ink, LLC for  cash  in
  the amount 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
  to R-Odyssey Ventures, Inc. for cash in the amount of $10,000, or
  $.05 per share.

  In  February  1998  the Company issued 110,000 shares  of  common
  stock to Phoenix Ink, LLC for debt relief of $5,500, or $.05  per
  share.

NOTE 8 - MARKETABLE SECURITIES

  The  Company  entered into an agreement with Homequest,  Inc.  in
  August  1995.  The Agreement stated that the Company was to  sell
  Homequest  exclusive  rights to sell,  distribute,  license,  and
  market  products  of the Company, for a total purchase  price  of
  $850,000.   The $850,000 sales price was to be paid  as  follows:
  $100,000 cash, one million shares of convertible preferred  stock
  of  Homequest,  Inc.  at  $.001  per  share,  $1,000  total;  The
  assumption  of  $411,945 of notes payable;  and  the  balance  of
  $337,055 as a note receivable from Homequest, Inc.

  In March 1995, the Company purchased 100,000 shares of Homequest,
  Inc. common stock for $100,000.  In November 1996, Homequest  had
  a  three  for one forward stock split, bringing the total  shares
  held  for investment to 300,000 shares of common stock and  three
  million preferred stock.

  During  1995  through  1997, Homequest,  Inc.  paid  a  total  of
  $242,300 towards its note receivable with the Company.

  On December 31, 1997, Homequest, Inc. common stock had a price of
  $4.50  per  share,  bringing the carrying value  of  the  300,000
  shares  to  $1,350,000  of  which  $1,250,000  was  recorded   as
  unrealized holding gain.

  New  horizon  Education,  Inc. (NHE) was carrying  the  3,000,000
  shares of Homequest preferred stock at a basis of $1,000 and  had
  a  receivable  balance  of $94,755 on its  note  receivable  from
  Homequest.   In  April 1998, NHE agreed to settle the  receivable
  balance  of $94,755 and return the 3,000,000 shares of  preferred
  stock  to  Homequest  for  200,000  shares  of  common  stock  of
  Homequest.  The value of the 200,000 shares of common  stock  was
  negotiated  to be $95,755, which was the carrying  value  of  the
  preferred  stock ($1,000) and the balance of the note  receivable
  ($94,755).

  On December 31, 1998, Homequest, Inc. common stock had a price of
  $1.35  per  share,  bringing the carrying value  of  the  500,000
  shares to $675,000.

  During  1999, the Company sold 300,000 shares of Homequest,  Inc.
  common  stock for $20,000.  The Company carried these  shares  at
  cost of $100,000 and recognized a loss of $80,000 on the sale  of
  these  shares.   This  left the Company with  200,000  shares  of
  Homequest common stock with a basis of $95,755.

                               24
<PAGE>

                   NEW HORIZON EDUCATION, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 8 - MARKETABLE SECURITIES [Continued]

  In  October  1999, Homequest, Inc. effected at 1 for 7.2  reverse
  split, bringing the balance of Homequest, Inc. common stock  held
  for  investment  to  27,778 shares.  At  December  31,  1999  the
  Homequest,  Inc.  common stock had a market price  of  $4.63  per
  share for a total of $128,473 as the market value of these shares
  with  a  cost basis of $95,755 resulting in an unrealized holding
  gain of $32,718.

  During  the year ended December 31, 2000, NHE sold the  remaining
  27,778 shares of common stock for $38,314, recognizing a loss  of
  $57,441 from the cost basis of $95,755.

NOTE 9 - SUBSEQUENT EVENT

  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 management renegotiated  the
  agreement  and  determined that only 750,000 shares  should  have
  been  issued  for  $15,000, or $.02 per share.  Accordingly,  the
  director has returned 6,750,000 shares for cancellation.

                               25
<PAGE>