UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: December 15, 2004
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(Date of earliest event reported)
Northwest Horizon Corporation
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(Exact name of registrant as specified in its charter)
NEVADA 333-111486 98-0407549
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State of Commission IRS Employer
incorporation File Number Identification Number
413 de Cambridge , Laval QC H7K 3M9
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(Address of principal executive offices)
Tel: 514-448-6710
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(Issuer's telephone number)
1000 de la Gauchetiere West, Suite 2400,
Montreal, Quebec H3B 4W5
(Former name or former address, if changed since last report)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Joseph I. Emas
1224 Washington Avenue
Miami Beach, Florida 33139
Telephone: 305.531.1174
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 2005, we completed our acquisition of Dairy Fresh Technologies
Ltd., a Canadian company, pursuant to an Agreement and Plan of Merger, the form
of which is attached as Exhibit 2.1 hereto. At the effective time of the merger,
September 1, 2003, Dairy Fresh Technologies Ltd. will be merged with and into
our wholly owned subsidiary, 6351492 CANADA INC., a Canadian corporation.
All of the outstanding shares of Dairy Fresh Technologies Ltd. common stock
shall be converted by virtue of the merger at the Closing Date into shares of
6351492 CANADA INC. common stock (the "Merger Securities"), such shares
retaining the right to convert to shares of our common stock. On or before the
Closing Date, each Shareholder of Dairy Fresh Technologies Ltd. shall surrender
their outstanding shares of Dairy Fresh Technologies Ltd. common stock existing
immediately prior to the Closing Date. Until so surrendered, any outstanding
certificates or other documentation which, prior to the Closing Date represented
outstanding shares of Dairy Fresh Technologies Ltd. common stock, shall be
deemed for all corporate purposes to be surrendered. Upon such surrender, shares
of Dairy Fresh Technologies Ltd. common stock so surrendered shall no longer be
outstanding and shall automatically be canceled and retired and shall cease to
exist.
The foregoing description of the Agreement and Plan of Merger is qualified in
its entirety by reference to the Agreement and Plan of Merger, the form of which
is attached as Exhibit 2.1 hereto and incorporated herein by reference.
This report contains forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors. Therefore, actual outcomes
and results may differ materially from what is expressed or forecast in such
forward-looking statements. For a list and descriptions of such risks and
uncertainties, see the reports filed by us with the Securities and Exchange
Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The financial statements required by this Item 9(a) will be filed by amendment
to this Form 8-K within the period permitted by Item 9(a)(4) of Form 8-K.
(b) Pro Forma financial information
The pro forma financial information required by this Item 9(b) will be filed by
amendment to this Form 8-K within the period permitted by Item 9(a)(4) of Form
8-K.
(c) Exhibits
Exhibits Description
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2.1 Agreement and Plan of Merger by and between Dairy
Fresh Technologies Ltd., 6351492 CANADA INC. and
Northwest Horizon Inc, dated February 28, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE: March 4, 2005 /s/ Francis Mailhot
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Francis Mailhot
President, CEO and Chairman
Northwest Horizon Corporation Inc.