SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Camden Partners Strategic III, LLC (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/08/2005	3. Issuer Name and Ticker or Trading Symbol NEW HORIZONS WORLDWIDE INC [ NEWH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 4 and Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock, no par value	02/08/2005	( 1 )	Common Stock, $.01 par value per share	1,600,000 ( 2 )	3.75 ( 3 )	I ( 4 )	See Footnote 4

1. Name and Address of Reporting Person* Camden Partners Strategic III, LLC (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND III LP (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND III-A LP (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* WARNOCK DAVID L (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* HUGHES DONALD W (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* JOHNSTON RICHARD M (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

1. Name and Address of Reporting Person* BERKELEY RICHARD M (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip)

Explanation of Responses:

1. There is no expiration date.

2. Camden Partners Strategic Fund III, L.P. ("CPS Fund III") is the direct owner of 1,529,600 shares of the Issuer?s Series A Convertible Preferred Stock ("Series A Shares"). Camden Partners Strategic Fund III-A, L.P. ("CPS Fund III-A") is the direct beneficial owner of 70,400 Series A Shares. CPS Fund III and CPS Fund III-A purchased their respective Series A Shares at a per share price of $3.75 (the "Offering Price") in a private transaction with the Issuer, which closed on February 8, 2005. The Series A Shares are convertible into that number of shares of the Issuer?s common stock, par value $.01 per share, determined by dividing the Offering Price by the conversion price (the "Conversion Ratio"). The Conversion Ratio is currently one.

3. The conversion price is initially $3.75, but is subject to adjustment in accordance with the terms of the Series A Shares.

4. CPS Fund III and CPS Fund III-A are direct beneficial owners of the Series A Shares as described in footnote 2. Camden Partners Strategic III, LLC ("CPS III") and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members") may be deemed to be indirect beneficial owners of the Series A Shares held directly by CPS Fund III and CPS Fund III-A as a result of their relationships described in the General Remarks. CPS III and each of the Managing Members disclaims beneficial ownership of the Series A Shares held directly by CPS Fund III and CPS Fund III-A, except to the extent of its or his pecuniary interest therein. Each of CPS Fund III and CPS Fund III-A disclaims beneficial ownership of the Series A Shares held by the other.

Remarks:

This Form 3 is being filed jointly by CPS III, CPS Fund III, CPS Fund III-A, and the Managing Members (collectively, the "Reporting Persons"). The Managing Members are the managing members of CPS III, which is the general partner of CPS Fund III and CPS Fund III-A. Mr. Warnock is a director of the Issuer as the designee of CPS Fund III and CPS Fund III-A.

	/s/Donald W. Hughes, Managing Member	02/09/2005
	By Camden Partners Strategic III, LLC, its General Partner, Donald W. Hughes, Managing Member	02/09/2005
	By Camden Partners Strategic III, LLC, its General Partner, Donald W. Hughes, Managing Member	02/09/2005
	Donald W. Hughes, Attorney-in-Fact	02/09/2005
	Donald W. Hughes	02/09/2005
	Donald W. Hughes, Attorney-in-Fact	02/09/2005
	Donald W. Hughes, Attorney-in-Fact	02/09/2005
	** Signature of Reporting Person	Date
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