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
September 1, 2000
-----------------
Date of Report
(Date of Earliest Event Reported)
LIFELONG.COM, INC.
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(Exact Name of Registrant as Specified in its Charter)
329 East Main Street
North Adams, MA 01247
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(Address of principal executive offices)
818/461-0800
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Registrant's telephone number
Providence Capital II, Inc.
1250 Turks Head Building
Providence, RI 02903
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Former name and former address
Colorado 000-30425 05-0508618
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
<PAGE>
Item 1. Changes in Control of Registrant.
(a) Pursuant to an Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated as of August 31, 2000 between
Providence Capital II, Inc.(" Providence Capital II"), a Colorado
corporation, and Lifelong.com, Inc., a Colorado corporation,
20,000,000 shares of common stock of Providence Capital II were
exchanged for 20,000,000 shares of common stock of Lifelong.com, Inc.
("Lifelong.com" or the "Company") in a transaction in which Providence
Capital II was the surviving company.
The Plan of Merger and Reorganization Agreement was adopted by
the unanimous consent of the Board of Directors and the shareholders
of Providence Capital II and of Lifelong.com. The merger was effected
on August 31, 2000, with the filing of the Certificate of Merger with
the State of Colorado.
Prior to the reorganization, Providence Capital II had 734,000
shares of common stock outstanding. By virtue of the reorganization,
Providence Capital II acquired 100% of the issued and outstanding
common stock of Lifelong.com. Upon effectiveness of the
reorganization, Providence Capital II had an aggregate of 20,734,000
shares of common stock outstanding.
The directors of Lifelong.com were elected as directors of
Providence Capital II and the officers of Lifelong.com were appointed
as the officers of Providence Capital II. See "Management" below. The
name of Providence Capital II was changed to Lifelong.com, Inc.
A copy of the Plan of Merger and Reorganization Agreement is
filed as an exhibit to this Form 8-K and is incorporated in its
entirety herein. The foregoing description is modified by such
reference.
(b) The following table contains information regarding the
shareholdings of Lifelong.com's current directors and executive
officers and those persons or entities who beneficially own more than
5% of its common stock (giving effect to the exercise of warrants or
options exercisable within six months held by each such person or
entity):
<PAGE> 2
<TABLE>
<CAPTION>
Amount of Common Percent of
Stock Beneficially Common Stock
Name Owned Beneficially Owned
---- ------------------- ------------------
<S> <C> <C>
Michael Nowak 4,362,500 21%
1510 Reindeer Way
Greeley, Ontario K4P1N1 (CAN)
Francis Gariepy 4,362,500 21%
1050 Raimbault
St-Laurent, Quebec H4L4R6 (CAN)
Emiliano De Laurentiis (1) 3,052,949 15%
329 East Main Street
North Adams, MA 01247
Charles de Martigny 500,000 2%
1050 Raimbault
St-Laurent, Quebec, H4L4R6 (CAN)
Michael Ash (2) 2,737,500 13%
310 Montee Sabourin
St-Bruno, Quebec J3V 4P6 (CAN)
All directors and
executive officers as
a group (4 persons) 12,277,949 59%
</TABLE>
(1) 1,052,949 shares held in his name; 2,000,000 shares beneficially
owned through Lifelong Software, Inc., of which he is the sole
shareholder.
(2) 37,500 shares held in his name; 2,700,000 shares beneficially
owned through Ashbyrne 2000, Ltd., of which he is the sole
shareholder.
Item 2. Acquisition or Disposition of Assets.
(a) The consideration exchanged pursuant to the
Reorganization Agreement was negotiated between Providence Capital II
and Lifelong.com. In evaluating as a candidate for the proposed
merger, Providence Capital II used criteria such as its business plan,
the business knowledge of its management, and the anticipated future
of education on the internet. Providence Capital II determined that
the consideration for the merger was reasonable.
<PAGE> 3
(b) Lifelong.com intends to continue developing its business
plan consisting of proceeding with the development of education on the
Internet.
THE MARKET
Lifelong.com believes that the Internet represents the best knowledge
delivery system ever available. The continuing, explosive growth of
the Internet will pave the way for easy and efficient electronic
delivery of courseware. The e-learning industry is in its infancy, is
highly fragmented and has not been clearly defined. There are roughly
5,000 participants worldwide offering a wide variety of e-learning
solutions. There is little brand name recognition, there are no
standards and no single competitor has yet emerged as a market leader.
The Company believes that e-learning will penetrate all areas of
corporate training and that several factors will drive rapid expansion
in the multibillion dollar education industry over the next five
years. The major factors expected to drive e-learning are: rapid
obsolescence of knowledge and training due to continuous technological
advancements; lack of skilled labor in many markets; the need for
cost-effective solutions to meet the varied learning needs of a
distributed workforce; and, increased demand for flexible access to
continuing education. These trends clearly indicate the enormous
potential of the market that Lifelong.com is poised to address.
BUSINESS OF THE COMPANY
Lifelong.com has the expertise and has developed the technology to
deliver highly interactive, computer based learning programs for
corporate training and general education via the Internet. The
Company's core competency will be its ability to create high-quality,
interactive courseware. Corporate training and job skills products are
being custom developed to meet highly targeted, company specific needs
and requirements as defined by the corporate clientele and will be
delivered via secure Internet or Intranet networks. Lifelong.com will
provide custom training products for the corporate world and basic
skills courses for K - 12 students and adults to meet the challenges
of school or career. Enrichment products will be targeted to the
growing self-improvement market and include courses for individuals
who want to keep pace with new developments in their profession or
industry, participants in home education, personal interest, new
skills acquisition and telecommuters.
The technology, systems and processes that make up the intellectual
property of the Company are the result of many years of research and
development conducted by Lifelong Software Inc., ("Old Lifelong"),
which was incorporated in the State of New York in 1994. Old Lifelong
was primarily engaged in developing this technology and earned no
income from its technology. Lifelong.com was incorporated in the State
of Delaware on February 16, 2000. On March 4, 2000, Lifelong.com
purchased all of the assets and intellectual property of Old Lifelong
in exchange for 2,000,000 shares, or 10% of the outstanding common
stock of Lifelong.com.
The Company has not yet begun operations and intends to do so in
September, 2000.
Lifelong.com's objective is to develop and deliver the best online
self-contained, self-paced, individualized, adaptive and interactive
courses that meet the needs of a diverse Lifelong.com educational
<PAGE> 4
market. The Company intends to become an industry leader by providing
consistently interesting courses that students are motivated to use
and that deliver content mastery.
The Company's principal strategies for achieving this objective are:
Build Brand Recognition - To secure a leading position in the
emerging e-learning market, Lifelong.com will unveil three new
advanced, high quality products in early September 2000 -"Monster Math
The Sequel", "Mission2 Read" and "Team Building and Motivation with
Astronaut Rick Searfoss". These three products will build on the
Lifelong.com technology, the current Web-site (45,000 registered
users) and the past successes that it has had with products such as
Monster Math (over 20,000 hits per day), the Pine Cobble School
Literature Program and several others.
"Monster Math The Sequel" and" Mission2 Read" will be made available
on the Lifelong.com Universe Web-site free of charge to all schools
and all students. Lifelong.com has teamed with Astronaut Rick Searfoss
to promote the site, attract attention and garner support for this
undertaking. This association along with planned associations with
other high profile individuals will generate excitement, build
recognition and credibility for the Lifelong.com brand, underscore the
Company's advanced expertise and build the largest possible
educational footprint on the Web. Revenues for these two products will
be generated from advertising and corporate sponsorships.
In "Team Building and Motivation" Astronaut Rick Searfoss draws upon
his extensive experience in the mission critical environment of the
NASA Space Shuttle Program to teach the vital concepts involved in
building a highly cohesive, motivated and effective team. The Company
expects this program to be its flagship corporate course that will
showcase its technology.
Provide Successful Corporate E-Training Solutions - E-Training has
fallen short of the expectations of most corporations. Corporate
America has not been slow to embrace e-learning - there are simply not
enough e-learning providers with the requisite core competency to
deliver the robust learning applications required.
The Company intends to develop a strong brand name in Corporate
America and establish a solid and loyal corporate clientele by
providing quality content and value added services.
Company Affiliates Program - The Company will provide the
proprietary technology, tools, systems and processes it has developed
to other organizations through joint ventures and licensing
agreements. Partners and licensees will be pursued aggressively to
reach a large number of organizations across North America thereby
deploying a courseware delivery platform capable of supporting
millions of users through multiple distribution channels.
Global Strategy - The Lifelong.com systems have been designed to
deliver e-learning in multiple languages. Additional language versions
can be produced for a fraction of the cost of developing the original
course. The majority of the Company's management is fluent in at least
two languages and most of the courses will eventually be made
available in Spanish and French. By the end of the year 2001 the
Company intends to be active in Central and South America and in
Europe.
The Company is recruiting highly skilled professionals for the
development and support teams. The design, creation, edit and review
of each course will be driven by a product manager who will interface
<PAGE> 5
with the team leaders and the client to ensure high quality,
customized e-learning products that exceed client expectations.
Independent reviews are conducted by in-house pedagogical specialists
to ensure that all programs contain sound and consistent teaching
methods.
The Company will carefully train, monitor and supervise its employees
to enhance efficiency and quality of the courseware it produces. As
joint ventures are formed and licensing of the technology begins, the
same care will be taken to train and monitor clients' staff. All
training will be conducted in-house through certified trainers on an
ongoing basis.
Sales and Marketing
Business to Business Training - Lifelong.com's marketing objective
in the business to business market is to develop long-term
relationships with medium to large corporations to become the
preferred supplier of their e-learning needs. The Company will be
marketing its e-training services using a variety of methods including
personal sales calls, referrals, advertising in industry publications,
attendance at trade shows and direct mail to targeted prospects within
specific vertical markets.
Each of the sales professionals that will be hired will have direct or
related experience in the corporate training market and will bring
with her or him a list of prospective clients. Five specific vertical
markets have been identified and approximately one hundred companies
within these markets are being targeted and will be contacted by the
sales force.
The Company is currently engaged in negotiations with several large
companies to form joint ventures or strategic alliances for the
purpose of providing e-learning to those companies and their customer
bases. The Company expects to begin earning revenues from these
endeavors by July 2000. The principal program which will be marketed
is "Team Building and Motivation" with Astronaut Rick Searfoss.
Agreement with Astronaut Rick Searfoss
On April 7, 2000, the Company entered into an agreement with Astronaut
Rick Searfoss. The basic terms of the agreement are that Mr. Searfoss
will perform content consulting for the "Team Building and Motivation"
and "Mission2Read" programs, act as a spokesperson for Lifelong.com
and participate in or coordinate certain other projects with Lifelong.
His compensation consists of a monthly retainer of $2,500, 20,000
shares of the common stock of the Company and participation in a stock
option plan for at least 30,000 shares of the Company, which will be
put into effect in September, 2000. The Company's association with
Astronaut Rick Searfoss and the development of the "Team Building and
Motivation" program with him will be the subject of a national public
relations campaign. This product is timely and very appropriate to
today's corporate environment where every project, product and new
initiative is mission critical requiring cohesive, committed,
motivated and trained team members. A promotional marketing effort
consisting of breakfast meetings and seminars featuring Astronaut
Searfoss for selected clients will enhance and reinforce the product's
value. Lifelong.com expects to create brand awareness, credibility and
a significant revenue stream with this program.
<PAGE> 6
The presence of Astronaut Searfoss on the Lifelong.com Web-site along
with Monster Math, Mission2 Read and other products already developed
and available free of charge are expected to build a large educational
footprint for the Company. Successful, high profile corporations are
currently being targeted as potential advertisers/sponsors. The
revenue model is based on corporate sponsorship and advertising and
future products will be developed based on the success of the initial
revenue stream.
A fully functional web-site is currently available to consumers on a
no charge basis and has had over 45,000 registered users. While no
revenues are being generated by the Company, management expects to
begin generating revenues by September, 2000.
Intellectual Property
The Company has filed for the following trademarks with the United
States Patent and Trademark Office: "Lifelong Universe",
"Mission2Read", "Mission2" and "Knowledge Holography".
Employees
Lifelong.com has 11 employees, of which 8 are full-time and 3 are
part-time.
Property
The Company currently leases office space on a month-to-month basis at
329 East Main Street, North Adams, MA 01247; 133 1st Street, NorthEast,
2nd Floor, St. Petersberg, FL; and 6363 Trans Canada, Suite 207,
Montreal, Quebec, Canada H4T 1Z9.
Litigation
None
MANAGEMENT
The following provides the names and ages of the Company's executive
officers as well as the positions held by each of them:
Name Age Position
------------------------------------------------------------------------
Michael Nowak 37 President, CEO and Director
Francis Gariepy 53 Secretary, CFO and Director
Emiliano De Laurentiis 43 Vice President - R&D and Director
Charles de Martigny 49 Vice President-Marketing
Michael Nowak - From 1997 to 1999, Mr. Nowak was Vice President of
Sales for Bell Guardium, a wholly owned subsidiary of Bell Canada
Enterprises. From 1990 to 1997, Mr. Nowak was with Federal Express
where he developed the vertical account management team to service the
high technology markets. Mr. Gariepy received a Bachelors Degree in
Social Sciences and Law from the University of Ottawa in 1986.
<PAGE> 7
Francis Gariepy - is a Chartered Accountant. From 1982 to the present
time, he has been a partner in his own consulting and accounting
firms. From 1982 to 1986, he was a principal in Arrakis Technologies.
Arrakis Technologies created one of the first object oriented software
authoring tools and developed a series of 18 popular educational
products distributed by Prentice Hall. The company was subsequently
sold to Southam Inc., a large Canadian publisher. From 1980 to 1982,
he was Vice President of Finance of Pepsi Cola Montreal (a unit of
PepsiCo.) Mr. Gariepy received a Bachelors Degree in Commerce from Sir
George Williams University (now Concordia University) in 1968.
Emiliano De Laurentiis - has been developing state-of-the-art
courseware since 1981 and is the principal creator of the Lifelong.com
technologies, systems and processes. From 1993 to the present time,
Mr. De Laurentiis was the President of Old Lifelong. From 1986 to
1992, he worked with publishers such as Prentice Hall and Grolier and
is a noted author with published papers on education, problem solving
and courseware development. Mr. De Laurentiis received a Bachelors
Degree and a Masters Degree in Educational Psychology from McGill
University in 1979 and 1981 respectively.
Charles de Martigny - was a co-founder of Arrakis Technologies with
both Mr. De Laurentiis and Mr. Gariepy and was with the Company from
1982 to 1986. From 1987 to the present time, he has been a consultant
in the hi-tech area. Mr. de Martigny created and published the first
telephone directory on CD-ROM and has been involved both as a
principal and consultant to several high technology projects and
ventures.
All of the above officers have been with the Company since its
inception in February, 2000.
Executive Compensation
No employee of the Company received annual compensation in 1999
greater than $100,000.
MARKET FOR COMPANY'S SECURITIES
There is no market for the securities of Lifelong.com.
RISK FACTORS
LIFELONG.COM HAS NOT YET BEGUN OPERATIONS. Lifelong.com Has not yet
begun operations and at such, has no income and has been operating at
a loss. Its ability to develop operations is dependent upon its
ability to generate sales of its programs through the Internet. Its
operations are subject to the risks and competition inherent in the
establishment of a relatively new business enterprise. There can be
no assurance that future operations will be profitable. Revenues and
profits, if any, will depend upon various factors, including market
acceptance of its concepts, market awareness, reliability and
acceptance of the Internet, dependability of its distribution
network, and general economic conditions. There is no assurance that
Lifelong.com will achieve its expansion goals and the failure to
achieve such goals would have an adverse impact on it.
<PAGE> 8
NEED FOR ADDITIONAL CAPITAL. Lifelong.com needs additional capital in
order to implement its business plan, to continue its operations and
pay outstanding liabilities. Lifelong.com anticipates that it will
seek to raise additional capital through the sale of its equity or
debt securities or through borrowings from commercial lending
institutions. Lifelong.com has no commitments from any financial
sources for such funding and there is no assurance that Lifelong.com
will be able to locate any such funding. The inability of
Lifelong.com to raise additional capital could result in its inability
to continue its operations.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES. Certain of
Lifelong.com's officers and directors reside outside the United
States. Many of the assets of these persons are, and Lifelong.com
anticipates that a substantial portion of the assets that may
developed or acquired by it will be located outside the United States.
As a result, it may not be possible for investors to effect service of
process within the United States upon such persons, or to enforce
against Lifelong.com's assets or against such personal judgments
obtained in United States courts predicated upon the liability
provisions, and most particularly the civil liability provisions, of
the United States securities laws or state corporation or other law.
MANAGEMENT AND AFFILIATES OWN ENOUTH SHARES TO CONTROL SHAREHOLDER
VOTE. Lifelong.com's executive officers and directors beneficially own
approximately 59% of the outstanding common stock of Lifelong.com.
These officers and directors have controlling interest over matters
requiring stockholder approval, including the election of directors
and the approval of material corporate matters such as change of
control transactions.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE. The
Certificate of Incorporation as amended of Lifelong.com authorizes the
issuance of 50,000,000 shares of common stock and 50,000,000 shares of
preferred stock. The future issuance of all or part of the remaining
authorized common stock may result in substantial dilution in the
percentage of the Company's common stock held by the its then existing
shareholders. Moreover, any common stock issued in the future may be
valued on an arbitrary basis by Lifelong.com. The issuance of the
Company's shares for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the
shares held by investors, and might have an adverse effect on any
trading market, should a trading market develop for the Company's
common stock.
THE POSSIBILITY OF LIFELONG.COM ISSUING PREFERRED STOCK WITH CERTAIN
PREFERENCES MAY DEPRESS MARKET PRICE OF THE COMMON STOCK. Lifelong.com
has 50,000,000 shares of non-designated preferred stock authorized
which it may issue from time to time by action of the Board of
Directors. The Board of Directors may designate series or classes of
preferred shares without shareholder consent which designations may
give the holders of the preferred stock voting control and other
preferred rights such as to liquidation and dividends. The authority
of the Board of Directors to issue such stock without shareholder
consent may have a depressive effect on the market price of
Lifelong.com's common stock even prior to any such designation or
issuance of the preferred stock.
THE POSSIBILITY OF ISSUING PREFERRED STOCK FOR ANTI-TAKEOVER EFFECT
COULD PREVENT TAKEOVERS FAVORED BY SHAREHOLDERS. The Board of
Directors has the authority, without further approval of stockholders,
to issue preferred stock, having such rights, preferences and
privileges as the Board of Directors may determine. Any such issuance
of shares of preferred stock, under certain circumstances, could have
<PAGE> 9
the effect of delaying or preventing a change in control of
Lifelong.com or other take-over attempt and could adversely materially
affect the rights of holders of shares of the common stock.
OFFICERS AND DIRECTORS HAVE LIMITED LIABILITY AND HAVE INDEMNITY
RIGHTS. The Certificate of Incorporation and By-Laws of Lifelong.com
provide that Lifelong.com indemnify its officers and directors against
losses sustained or liabilities incurred which arise from any
transaction in such officer's or director's respective managerial
capacity unless such officer or director violates a duty of loyalty,
did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend, or derived
an improper benefit from the transaction. The Company's Certificate
of Incorporation and By-Laws also provide for the indemnification by
it of its officers and directors against any losses or liabilities
incurred as a result of the manner in which such officers and
directors operate the Company's business or conduct its internal
affairs, provided that in connection with these activities they act in
good faith and in a manner which they reasonably believe to be in, or
not opposed to, the best interests of the Company and their conduct
does not constitute gross negligence, misconduct or breach of
fiduciary obligations.
PENNY STOCK REGULATION. Upon commencement of trading in the Company's
stock, if a market is developed and if the Company is accepted for
trading on the OTC Bulletin Board (of which there can be no assurance)
the Company's common stock may be deemed a penny stock. Penny stocks
generally are equity securities with a price of less than $5.00 per
share other than securities registered on certain national securities
exchanges or quoted on the Nasdaq Stock Market, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange or system. The Company's
securities may be subject to "penny stock rules" that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their
spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction
involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure
schedule prescribed by the Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative and
current quotations for the securities. Finally, monthly statements
must be sent disclosing recent price information on the limited market
in penny stocks. Consequently, the "penny stock rules" may restrict
the ability of broker-dealers to sell the Company's securities. The
foregoing required penny stock restrictions will not apply to the
Company's securities if such securities maintain a market price of
$5.00 or greater. There can be no assurance that the price of the
Company's securities will reach or maintain such a level.
Item 3. Bankruptcy or Receivership.
Not applicable.
<PAGE> 10
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Not Applicable
Item 6. Resignations of Registrant's Directors.
All of the officers and directors of Providence Capital II resigned
their offices effective with the effectiveness of the merger of
Providence Capital II into Lifelong.com.
Item 7. Financial Statements and Exhibits.
The Company shall file financial statements reflecting the
reorganization by amendment hereto not later than 60 days after the
date that this initial report on Form 8-K must be filed.
Item 8. Change in Fiscal Year.
Not applicable.
EXHIBITS
1.1 Agreement and Plan of Reorganization between Providence Capital
II Corporation and Lifelong.com, Inc.
1.2 Certificate of Incorporation of Lifelong.com, Inc. and
amendments
1.3 By-Laws of Lifelong.com, Inc.
1.4 Agreement between Lifelong.com, Inc. and Astronaut Rick Searfoss
<PAGE> 11
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.
LIFELONG.COM, INC.
By:____/s/Michael Nowak________________________
Michael Nowak, President, CEO and Director
Date: __08/31/00__
LIFELONG.COM, INC.
By:____/s/Francis Gariepy______________________
Francis Gariepy, Secretary, CFO and Director
Date: __08/31/00__
LIFELONG.COM, INC.
By:____/s/Emiliano De Laurentiis_______________
Emiliano De Laurentiis, Vice President - R&D
and Director
Date: __08/31/00__
Print the name and title of each signing officer under his or her
signature.
August 31, 2000
<PAGE> 12
