SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/X/ Definitive Information Statement
Northwest Horizon Corporation
(Name of Registrant As Specified In Charter)
Not Applicable
(Name of Person(s) Filing the Information Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, no par value
2) Aggregate number of securities to which transaction applies:
14,127,500 shares of Common Stock
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
/__/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Northwest Horizon Corporation
413 Churchill Avenue N.
Ottawa, Ontario, Canada K1Z 5C7
613-724-2484
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INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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INTRODUCTION
This notice and information statement (the "Information Statement") was
mailed on or about August 8, 2005 to the stockholders of record, as of August 8,
2005, of Northwest Horizon Corporation, a Nevada corporation (the "Company")
pursuant to Section 14(c) of the Exchange Act of 1934, as amended. This
Information Statement is circulated to advise the shareholders of action already
approved by written consent of the shareholders who collectively hold a majority
of the voting power of our capital stock. Pursuant to Rule 14c-2 under the
Securities Exchange Act of 1934, as amended, the proposal, approved and ratified
by the holders of a majority of the voting power of our capital stock will not
be effective until 20 days after the date this Information Statement is mailed
to the shareholders. Therefore, this Information Statement is being sent to you
for informational purposes only.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The actions approved and ratified by the holders of a majority of the
voting power of our capital stock to be effective twenty days after the mailing
of this Information Statement are as follows:
(1) We approved a name change to Dairy Fresh Farms Inc.
Attached hereto for your review is an Information Statement relating to
the above-described actions.
Please read this notice carefully. It describes the essential terms of the
name change and contains certain information concerning the name change.
Additional information about the Company is contained in its periodic reports
filed on periodic and current reports filed with the United States Securities
and Exchange Commission (the "Commission"). These reports, their accompanying
exhibits and other documents filed with the Commission may be inspected without
charge at the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549. Copies of such material may also be
obtained from the Commission at prescribed rates. The Commission also maintains
a Web site that contains reports, proxy and information statements and other
information regarding public companies that file reports with the Commission.
Copies of these reports may be obtained from the Commission's EDGAR archives at
http://www.sec.gov/index.htm.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
By Order of the Board of Directors
Ottawa, Canada /s/ Robert Harrison
August 8, 2005 ----------------------
ROBERT HARRISON
CHIEF EXECUTIVE OFFICER
2
Northwest Horizon Corporation
413 Churchill Avenue N.
Ottawa, Ontario, Canada K1Z 5C7
613-724-2484
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INFORMATION STATEMENT
PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
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TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the following action was taken pursuant to a Written
Consent of the Majority Stockholders of the Company:
(1) We approved a name change to Dairy Fresh Farms, Inc.
The Board of Directors has fixed the close of business on August 8, 2005, as the
Record Date for determining the Stockholders entitled to Notice of the
foregoing.
The Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Shareholders of record at the close of business on August 8, 2005, the Record
Date, are entitled to notice of the action to be effective on or about August
28, 2005. Each share of our common stock entitles its holder to one vote on each
matter submitted to the shareholders. However, because the shareholders holding
at least a majority of the voting rights of all outstanding shares of capital
stock as of the Record Date have voted in favor of the foregoing actions by
resolution; and having sufficient voting power to approve such proposals through
their ownership of the capital stock, no other consents will be solicited in
connection with this Information Statement.
The elimination of the need for a meeting of stockholders to approve this action
is made possible by Section 78.320 of the Nevada Revised Statutes which provides
that the written consent of the holders of outstanding shares of voting capital
stock, having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for such a meeting. In
order to eliminate the costs involved in holding a special meeting of our
stockholders, our Board of Directors voted to utilize the written consent of the
holders of a majority in interest of our voting securities. This Information
Statement is circulated to advise the shareholders of action already approved by
written consent of the shareholders who collectively hold a majority of the
voting power of our capital stock and shall serve as our Annual Meeting.
3
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR"
FOR FORWARD LOOKING STATEMENTS. This Information Statement contains statements
that are not historical facts. These statements are called "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements involve
important known and unknown risks, uncertainties and other factors and can be
identified by phrases using "estimate," "anticipate," "believe," "project,"
"expect," "intend," "predict," "potential," "future," "may," "should" and
similar expressions or words. Our future results, performance or achievements
may differ materially from the results, performance or achievements discussed in
the forward-looking statements. There are numerous factors that could cause
actual results to differ materially from the results discussed in
forward-looking statements, including:
o Changes in existing product liability, tort or warranty laws or the
introduction of new laws, regulations or policies that could affect
our business practices: these laws, regulations or policies could
impact our industry as a whole, or could impact only those portions
in which we are currently active.
o Changes in relationships with major customers and/or suppliers: an
adverse change in our relationships with major customers and/or
suppliers would have a negative impact on our earnings and financial
position.
o Armed conflicts and other military actions: the considerable
political and economic uncertainties resulting from these events,
could adversely affect our order intake and sales, particularly in
the limousine market.
o Factors that we have discussed in previous public reports and other
documents filed with the Securities and Exchange Commission.
This list provides examples of factors that could affect the results described
by forward-looking statements contained in this Information Statement. However,
this list is not intended to be exhaustive; many other factors could impact our
business and it is impossible to predict with any accuracy which factors could
result in which negative impacts. Although we believe that the forward-looking
statements contained in this Information Statement are reasonable, we cannot
provide you with any guarantee that the anticipated results will be achieved.
All forward-looking statements in this Information Statement are expressly
qualified in their entirety by the cautionary statements contained in this
section and you are cautioned not to place undue reliance on the forward-looking
statements contained in this Information Statement. In addition to the risks
listed above, other risks may arise in the future, and we disclaim any
obligation to update information contained in any forward-looking statement.
CURRENT INFORMATION REGARDING THE COMPANY
This summary highlights important information about our company and business.
Because it is a summary, it may not contain all of the information that is
important to you. Unless the context requires otherwise, "we," "us," "our", "
and the "company" and similar terms refer to NORTHWEST HORIZON CORPORATION, and
our subsidiaries collectively, while the term "Northwest" refers to NORTHWEST
HORIZON CORPORATION in its corporate capacity.
THE COMPANY
Northwest Horizon Corporation was incorporated on February 5, 2003, in the State
of Nevada, and is in the early developmental and promotional stages. To date,
the Company's only activities have been organizational ones, directed at
developing its business plan and raising its initial capital. The Company has
not commenced any commercial operations. The Company has no full-time employees
and owns no real estate.
During its fiscal year ending December 31, 2004, the Company looked for a
business opportunity that it planned to pursue. The Company's search had been
directed toward enterprises which have a desire to be become a public
corporation and which have a business plan designed to allow them to take
advantage of opportunities available to public entities. This includes entities
which have been recently organized, with no operating history, or a history of
losses attributable to under- capitalization or other factors, entities in need
of funds to develop a new product or service or to expand into a new market,
entities which desire to use their securities to make acquisitions, and entities
which have a combination of these characteristics.
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In searching for investment opportunities, the Company was not restricted to any
particular geographical area or industry. Therefore, subject to economic
conditions, limitations on its ability to locate available business
opportunities, and other factors, the Company had substantial discretion in
selecting an appropriate business opportunity.
In connection with any acquisition, it is highly likely that an amount of stock
constituting control of the Company would be issued by the Company or purchased
from the Company's current principal shareholders by the target entity or its
controlling shareholders.
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 was attached as Exhibit 2.1 to our Form 8-K, filed with the Securities
and Exchange Commission on March 7, 2005. At the effective time of the merger,
Dairy Fresh Technologies Ltd. will be merged with and into our wholly owned
subsidiary, 6351492 CANADA INC., a Canadian corporation. 6351492 CANADA INC., a
Canadian corporation was created after December 31, 2005 for the purpose of
effecting the merger.
All of the outstanding shares of Dairy Fresh Technologies Ltd. common stock has
been 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. As a consequence
of the merger, 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.
Dairy Fresh
Dairy Fresh Technologies Ltd. was incorporated under the Canada Business
Corporations Act on May 14, 2002 to develop and exploit a unique patented dairy
process in Canada. This patent, "Dairy Fresh Farms (TM)" produces
monounsaturated-enhanced dairy products. Dairy Fresh Technologies Ltd. was also
in the development stage until January 1, 2005.
"Dairy Fresh Farms(TM)" is a patented technology that produces
monounsaturated-enhanced dairy products. This breakthrough technology transforms
low fat dairy products into creamy great tasting healthy products.
The US Government's NCEP Guidelines (May 15, 2001) recommended that up to 80% of
total caloric intake through fat be consumed as monounsaturated fats to lower
serum cholesterol.
"Canola has a very low level of saturated fatty acids, a high level of
monounsaturated fatty acids and the essential Omega-3s. Adding canola oil to
skim milk adds these nutritional components, along with Vitamin E and K, without
compromising the taste. Canola would also complement the `mouth feel' of a much
higher fat level milk product without adding cholesterol to the drinker's diet."
(Alberta Canola Producers Commission) "31%, or 90 million people, in North
America have lactose maldigestion`". (Journal of the American College of
Nutrition Vol. 20, No. 2, 198S-207S, 2001) "Dairy Fresh Farms(TM)" meets this
market demand.
"Dairy Fresh Farms(TM)" is Trans Fat Free - "Like saturated fat (the kind mainly
found in dairy products and meat and poultry), trans fat has been shown to boost
levels of the artery-clogging LDL- cholesterol or `bad' cholesterol. And to make
matters worse, trans fat also lowers the amount of the protective
HDL-cholesterol (the `good' cholesterol) in the blood - a double whammy that
makes foods high in trans fat much more of a threat to heart health than those
previously avoided by the cholesterol-conscious." (Rosie Schwartz, dietitian,
Jan. 2004, Ottawa Citizen)
The following product extensions are also possible with additional development:
monounsaturated-enhanced Ice Cream, Soft-Serve, Frozen Desserts, Cultured
Products, Cottage Cheeses, Coffee Creamers, Spreads, Sour Creams, Cream Cheeses,
Dips, weight loss drinks and Organics.
Revenue Recognition.
The Company has entered into a co-packing agreement with a supplier. Under the
terms of this agreement, the supplier manufactures the dairy products per the
specifications and instructions of the Company and ships directly to the
retailer. The supplier invoices and collects directly from the retailer. The
supplier subtracts its manufacturing cost and markup, as well as freight and
brokerage and submits the net amount to the Company.
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The Company records the revenue on a net basis in compliance with EITF 99-19,
"Reporting Revenues Gross as a Principle versus Net as an Agent" because the
Company is not the primary obligor in the arrangement as it relies on the
supplier to provide the goods and the Company has limited ability to assume risk
of non-payment by retailers.
The Company also records its revenues in accordance with SAB 104 which requires
that four basic criteria must be met before revenue can be recognized: (i)
persuasive evidence of an arrangement exists; (ii) delivery has occurred or
service has been rendered; (iii) the fee is fixed and determinable; and (iv)
collectibility is reasonably assured.
The Company recognizes revenue when the product is shipped from the supplier.
Plan of Operations
The plan of operations for the Company was developed over a two year period.
Management started by studying the Australian experience as it related to the
Canadian market place. Significant sales numbers had been delivered out of the
Sydney, Australia market but with both distance and potential differing Canadian
tastes management decided to take another approach to tackling the Canadian
market. Camelford Graham Research Group undertook an independent market research
study. This study was conducted over a nine month period in both Vancouver,
British Columbia and Montreal, Quebec. Management reviewed the study (as
disseminated in December 2003) with resulting findings focusing our operations
on several very important areas.
Firstly, the size of the opportunity was much larger than management originally
anticipated due to the intent to purchase numbers that resulted from this study.
This meant that management had to revise the packing sizes for the Dairy Fresh
Farms upwards to accommodate the anticipated demand.
Secondly, the study directed management to launch in Western Canada as a first
step into the rest of the country. It was perceived that the logistics and more
importantly the market reception would be very favorable with a product launch
in the West. This decision was also reinforced with the effort and support that
Canada Safeway Stores and their manufacturing division Lucerne Foods gave our
group with initial manufacturing test runs and distribution expertise.
Finally it was felt that perfecting the launch strategy in Western Canada would
give Dairy Fresh Farms a strong base of operations prior to moving into the much
larger and diverse markets of both Ontario and Quebec.
Our cash flow projections plan for an equity financing of $3.0 million USD
during fiscal 2005, together with sales from our initial product launch across
the country. No assurances can be given that such equity financing will be
achieved nor such financing, if achieved, will be obtained in fiscal 2005.
However, if our sales do not meet our projections or our expenses exceed our
expectations, then we may need to raise additional funds through additional
public or private offerings of our securities. In such event, if we are unable
to raise additional funds on a timely basis or at all, any progress with respect
to our products, and, therefore, our potential revenues, would be adversely
affected.
We intend to focus our sales and marketing efforts over the next 12 months
primarily on expanding our distribution and retail share in the rest of the
Canadian marketplace.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2005
TO THREE MONTHS ENDED MARCH 31, 2004
Revenue
The Company's two-litre regular milk product was listed with 134 Canada Safeway
stores and the one litre lactose free product was listed with all 204 Safeway
stores on January 12, 2005. These stores are all located in the western
provinces. Net sales for the period ended March 31, 2005 were $27,265. There
were no comparative sales figures for the period ended March 31, 2004. Safeway
had an exclusive sales period until March 7th, 2005. The Company is currently
negotiating with a number of retailers and distributors in western Canada for
the listing of the our two products during the next couple of months. No
assurances can be given that such listing will occur.
6
Operating Costs
Advertising and product support
With the launch of our initial two products there was a marketing program
established to support sales. The majority of the focus was on in-store demos.
There were approximately 300 in-store demos with over 75,000 samples during the
quarter ended March 31, 2005.
In addition there were advertisements in Safeway flyers, a public relations
initiative with a major international public relations company and distribution
of coupons offering price savings. The Company also launched their new website
during the period.
Management fees
Management fees increased over the previous period with the hiring of a western
Canada sales and merchandising support person to coincide with the product
launch.
Professional fees
Professional fees have increased due to the share exchange and the reverse take
over transaction. Audit and legal requirements for the Securities and Exchange
Commission regulatory filings were new for post-merger Company.
Travel
With the launch of the Company products in western Canada there was increased
travel activity by management for all aspects of Company operations.
Off-Balance Sheet Arrangements
The Company did not engage in any off-balance sheet arrangements during the
quarter ended March 31, 2005.
Liquidity and Capital Resources
At March 31st, 2005, we had a deficit accumulated of approximately $959,000, and
we expect to incur additional losses in the short term at least until such time,
if ever, that we manufacture and market our products profitably. We have
financed our operations since inception primarily through the private placements
of equity and debt securities. From our inception through March 31st, 2005, we
have received net proceeds of approximately $500,000 from private sales of our
equity and deferral of management contracts of approximately $280,000
At March 31, 2005 we had approximately $144,000 in cash . Net cash used in
operating activities was approximately $226,000 for the quarter ended March 31,
2005 compared to approximately $25,000 for the quarter ended March 31,2004. The
increase in net cash used in operations during the quarter was primarily due to
a larger net loss of approximately $313,000.
Net cash provided by financing activities was approximately $290,000 for the
first quarter ending March 31st, 2005 compared to approximately $32,000 for the
first quarter ending March 31st, 2005. The net cash provided by financing
activities in the quarter ended March 31st, 2005 was primarily due to the net
proceeds of approximately $440,000 raised in private sales of equity and debt
securities.
We expect to put our current capital resources to the following uses:
- for the marketing and sales of our products;
- to continue our product line expansion;
- for working capital purposes, including for additional salaries and
wages as our organization grows and as we expand our presence in the
Canadian Market and for additional professional fees and expenses
and other operating costs.
In the event that our plans change, our assumptions change or prove inaccurate,
or if our existing cash resources, together with other funding resources
including anticipated sales of our products, otherwise prove to be insufficient
to fund our operations, we could be required to seek additional financing. We
have no current arrangements with respect to sources of additional financing.
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Risks Related to Our Company
Our subsidiary, Dairy Fresh Technologies Ltd., has not been profitable since our
inception in 2003. As of March 31st, 2005, we had an accumulated deficit of
approximately $969,000 primarily as a result of our start up expenses. We may
never realize sufficient revenues from the sale of our products or be
profitable. Each of the following factors, among others, may influence the
timing and extent of our profitability, if any:
- the completion and success of financing to provide marketing and
administration support for the launch of our product;
- the market acceptance of Dairy Fresh Farms with the Canadian
Consumer;
- our ability to effectively and efficiently manufacture, market and
distribute our products; and
- our ability to sell our products at competitive prices which exceed
our per unit costs.
Financial Statements of Dairy Fresh
On June 8, 2005, we filed on Form 8-K/A, the financial statements for the years
ended December 31, 2004 and 2003 for Dairy Fresh and the Unaudited Pro Forma
Condensed Consolidated Statements for the Company and
Director and Officer appointments and resignations
On December 15, 2004, Mr. Rick Cox has resigned as President and CEO of
Northwest Horizon Corporation and has also resigned as a member of the Board of
Directors of Northwest Horizon Corporation.
Further to the resignation of Mr. Cox, on December 15, 2004, Francis Mailhot
remains the sole director and has been nominated as President and CEO of the
Company.
On March 30, 2005, Mr. Nicholas Matossian was appointed as a director of the
Company and was appointed as Chairman of the Board of Directors of the Company.
On March 30, 2005, Mr. Robert Harrison was appointed as a director of the
Company and was appointed as President of the Company.
On March 30, 2005, Mr. Don Paterson was appointed as a director of the Company
and Chief Accounting Officer.
On March 30, 2005, Mr. Richard Farrell was appointed as a director of the
Company.
On March 30, 2005, Mr. Francis Mailhot resigned as CEO and President of the
Company but remains as a director of the Company.
Description of Property
The Company currently maintains a mailing address at 413 Churchill Avenue N.
Ottawa, Ontario, Canada K1Z 5C7. Other than this mailing address, the Company
does not currently maintain any other office facilities, and does not anticipate
the need for maintaining office facilities at any time in the foreseeable
future. The Company pays no rent or other fees for the use of this mailing
address.
The Company currently has no investments in real estate, real estate mortgages,
or real estate securities, and does not anticipate making any such investments
in the future. However, the policy of the Company with respect to investment in
real estate assets could be changed in the future without a vote of security
holders.
8
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is presently not listed on any national securities exchange or
the Nasdaq Stock Market.
The payment of dividends if any in the future shall be determined by the Board
of Directors, in its discretion and will depend on, among other things, our
earnings, our capital requirements; and our financial condition as well as other
relevant factors. We have not paid or declared any dividends to date. Holders of
common stock are entitled to receive dividends as declared and paid from time to
time by our Board of Directors from funds legally available. We intend to retain
any earnings for marketing and expansion purposes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information known to us about the beneficial
ownership of our common stock as of August 8, 2005 for: (1) each person, entity
or group that is known by us to beneficially own five percent or more of our
common stock; (2) each of our directors (and former directors, as applicable);
(3) each of our named executive officers (and former officers, as applicable) as
defined in Item 402(a)(2) of Regulation S-B; and (4) our directors and executive
officers as a group. To the best of our knowledge, each stockholder identified
below has voting and investment power with respect to all shares of common stock
shown, unless community property laws or footnotes to this table are applicable.
Percentage of beneficial ownership is based on 14,127,500 shares of common
stock outstanding as of August 8, 2005.
- ----------------------------------------------- ------------------------ -------------
Name of Shareholder Number of Shares Owned Percentage
- ----------------------------------------------- ------------------------ -------------
Robert Harrison(3) 1,208,333 8.6%
- ----------------------------------------------- ------------------------ -------------
Don Paterson(4) 5,625,001 41.2%
- ----------------------------------------------- ------------------------ -------------
Francis Mailhot (2) (5) 1,252,350 8.9%
- ----------------------------------------------- ------------------------ -------------
Richard Farrell(1) 2,416,666 17.1%
- ----------------------------------------------- ------------------------ -------------
Nicholas Matossian(4) 5,625,001 41.2%
- ----------------------------------------------- ------------------------ -------------
Total Shares Held by Directors 10,502,350 75.8%
- ----------------------------------------------- ------------------------ -------------
Dairy Technologies Inc. (1) 2,416,666 17.1%
- ----------------------------------------------- ------------------------ -------------
Finkelstein Capital Inc. (2) 1,028,600 7.3%
- ----------------------------------------------- ------------------------ -------------
Robert C. Harrison Ltd (3) 1,208,333 8.6%
- ----------------------------------------------- ------------------------ -------------
Purple Cow Investments Inc. (4) 5,625,001 41.2%
- ----------------------------------------------- ------------------------ -------------
Les Services Financiers Francis Mailhot (5) 223,750 1.6%
- ----------------------------------------------- ------------------------ -------------
- ----------------------------------------------- ------------------------ -------------
(1) Dairy Technologies Inc. is owned and controlled by Richard Farrell (50%) a
Director of the Northwest Horizon Corp. and it is also owned by David
Hibbard (50%) who is an affiliate of Northwest Horizon Corp.
(2) Finkelstein Capital Inc. owns 1,1028,600 shares and Francis Mailhot is 25%
beneficial owner of Finkelstein Capital Inc, and Francis Mailhot is a
Director of Northwest Horizon Corp.
(3) Robert C. Harrison Ltd is a Company owned and controlled by Robert C.
Harrison, who is the President and CEO and a Director of Northwest Horizon
Corp.
(4) Purple Cow Investments Inc. is a Company owned and controlled by Nicolas
Matossian (22%), Mr. Matossian is the Chairman of the Board of Directors
of Northwest Horizon, Ian Morrice (22%), Mr. Morrice is the Executive
Vice-President of Northwest Horizon and Don Paterson (22%) who is the
Chief Financial Officer and (34%) of Purple Cow Investment is owned by
friends and family members of the major shareholders.
(5) Les Services Financiers Francis Mailhot is a Company owned and controlled
by Francis Mailhot, a Northwest Horizon Corp. Director.
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AMEND THE ARTICLES OF INCORPORATION TO
CHANGE OF NAME OF THE COMPANY
We previously completed a merger between Dairy Fresh Technologies Ltd., a
Canadian company ("Diary"), and 6351492 CANADA INC., a Canadian corporation
("Canada Inc.") and the Company, resulting in the business of Dairy being merged
into the Company. Management believes that changing the name to Dairy Fresh
Farms Inc. will properly reflect the current business of the Company. The named
change will become effective upon the filing with the Secretary of the State of
Nevada an Amendment to our Articles of Incorporation reflecting the new name.
THE NAME CHANGE HAS BEEN APPROVED BY THE BOARD AND THE WRITTEN CONSENTS OF THE
HOLDERS OF THE MAJORITY OF THE OUTSTANDING VOTING CAPITAL STOCK OF THE COMPANY.
DISSENTER'S RIGHTS OF APPRAISAL
The general corporation law of the State of Nevada ("the "Nevada Law") does not
provide for dissenter's rights of appraisal in connection with the name change.
10
Additional Information
If you have any questions about the actions described above, you may
contact Joseph I. Emas, 1224 Washington Avenue, Miami Beach, Florida 33139. We
are subject to the informational requirements of the Securities Exchange Act of
1934 and in accordance with the requirements thereof, file reports, proxy
statements and other information with the Securities and Exchange Commission
("SEC"). Copies of these reports, proxy statements and other information can be
obtained at the SEC's public reference facilities at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C., 20549. Additionally, these filings may
be viewed at the SEC's website at http://www.sec.gov.
We filed a Form SB/2 with the SEC on February 12, 2004 (with amendments
filed on April 22, 2004 and May 11, 2004). A copy of the Form SB/2 (except for
certain exhibits thereto), may be obtained, free of charge, upon written request
by any shareholder to Joseph I. Emas, 1224 Washington Avenue, Miami Beach,
Florida 33139. Copies of all exhibits to the Form SB/2 are available upon a
similar request, subject to payment of a $.50 per page charge to reimburse us
for expenses in supplying any exhibit.
Information Incorporated By Reference
The following documents are incorporated herein by reference and to be a part
hereof from the date of filing of such documents:
Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
2004.
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2004,
June 30, 2004 and September 30, 2004 and March 31, 2005.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Information
Statement and prior to the effective date of the action taken described herein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Information Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Information
Statement. This Information Statement incorporates, by reference, certain
documents that are not presented herein or delivered herewith. Copies of any
such documents, other than exhibits to such documents which are not specifically
incorporated by reference herein, are available without charge to any person,
including any shareholder, to whom this Information Statement is delivered, upon
written or oral request to our Secretary at our address and telephone number set
forth herein.
Distribution of Information Statement
The cost of distributing this Information Statement has been borne by us
and certain shareholders that consented to the action taken herein. The
distribution will be made by mail.
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto authorized.
By Order of the Board of Directors
Ottawa, Canada /s/ Robert Harrison
August 8, 2005 ----------------------
ROBERT HARRISON
CHIEF EXECUTIVE OFFICER
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