SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
September 1, 2000
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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 7. Financial Statements and Exhibits.
In keeping with the Company's Form 8-K dated September 1, 2000 and
filed with the U.S. Securities & Exchange Commission on September 7,
2000, the Company files its financial statements reflecting the
reorganization by amendment as Exhibit "A" hereto.
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Audited consolidated balance sheet of the Company as of September
30, 2000, the related consolidated statements of retained earnings
and earnings and changes in financial position.
(b) 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**
27 Financial Data Schedule*
* Filed herewith.
** Incorporated by reference to Exhibits of Registrant's
Form 8-K dated September 1, 2000 and filed with the U.S.
Securities & Exchange Commission on September 7, 2000.
<PAGE>
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
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Michael Nowak, President, CEO
and Director
Date: November 7, 2000
LIFELONG.COM, INC.
By: /s/Francis Gariepy
--------------------------------
Francis Gariepy, Secretary,
CFO and Director
Date: November 7, 2000
LIFELONG.COM, INC.
By: /s/Emiliano De Laurentiis
--------------------------------
Emiliano De Laurentiis, Vice
President - R&D and Director
Date: November 7, 2000
Print the name and title of each signing officer under his
or her signature.
<PAGE>
EXHIBIT "A"
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Lifelong.com, Inc.
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(A Development Stage Enterprise)
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Financial Statements as of and for the period
February 16, 2000 (date of incorporation)
to September 30, 2000
and
Independent Auditors' Report
<PAGE>
Lifelong.com, Inc.
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(A Development Stage Enterprise)
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TABLE OF CONTENTS
Page
----
Independent Auditors' Report F-2
Financial Statements as of and for the period
February 16, 2000 (date of incorporation) to
September 30, 2000
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholders' Deficit F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
<PAGE>
INDEPENDENT AUDITORS' REPORT
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To the Board of Directors of Lifelong.com, Inc:
We have audited the accompanying balance sheet of Lifelong.com, Inc.
(the "Company"), a development stage enterprise, as of September 30,
2000 and the related statements of operations, stockholders' deficit
and cash flows for the period February 16, 2000 (date of
incorporation) to September 30, 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 auditing standards generally
accepted in the United States. 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 the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant
estimates made by management, as well as the overall financial
statement presentation. We believe our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Company as of September 30, 2000 and the results of its operations and
its cash flows for the period February 16, 2000 (date of
incorporation) to September 30, 2000 in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Notes A
and B to the financial statements, the Company is in the development
stage, has a stockholders' deficit, and will require a significant
amount of capital to commence its planned principal operations and
proceed with its business plan. Because there is no assurance that
the Company will be successful in its efforts to raise the necessary
capital to commence its planned principal operations and implement its
business plan, substantial doubt exists about the Company's ability to
continue as a going concern. Management's plans in regard to this
matter are described in Note B. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
KINGERY, CROUSE & HOHL, P.A.
November 7, 2000
Tampa, FL
<PAGE>
Lifelong.com, Inc.
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(A Development Stage Enterprise)
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BALANCE SHEET AS OF SEPTEMBER 30, 2000
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ASSETS
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CURRENT ASSETS:
Cash $ 2,855
Affiliate receivable 1,661
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Total current assets 4,516
COMPUTER EQUIPMENT (net of accumulated depreciation
of $2,781) 27,940
OTHER 6,376
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TOTAL $ 38,832
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 192,587
Accrued payroll and benefits 118,540
Stockholder advances 75,000
Accrued and other liabilities 8,190
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Total current liabilities 394,317
CONVERTIBLE DEBT 103,960
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Total liabilities 498,277
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STOCKHOLDERS' DEFICIT:
Preferred stock - $.001 par value: 50,000,000
shares authorized; zero shares issued and
outstanding 0
Common stock - $.001 par value; 50,000,000 shares
authorized; 20,743,000 shares issued and
outstanding 20,743
Additional paid-in capital 14,291,927
Deficit accumulated during the development stage (14,772,115)
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Total stockholders' deficit (459,445)
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TOTAL $ 38,832
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See notes to financial statements
F-3
<PAGE>
Lifelong.com, Inc.
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(A Development Stage Enterprise)
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STATEMENT OF OPERATIONS
for the period February 16, 2000 (date of incorporation)
to September 30, 2000
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OPERATING EXPENSES:
Stock-based expenses:
Employee compensation and benefits $ 7,105,585
Professional and consulting fees 4,839,315
Product development 37,950
Selling and marketing 13,800
Loss from impairment of goodwill 1,912,670
Other employee compensation and benefits 465,349
Other product development 222,052
Other professional and consulting fees 34,534
Other selling and marketing 47,433
Travel and entertainment 22,579
Other 70,848
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NET LOSS $ 14,772,115
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NET LOSS PER SHARE:
Basic and diluted $ 0.75
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Weighted average number of common shares outstanding 19,675,000
=============
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See notes to financial statements
F-4
<PAGE>
Lifelong.com, Inc.
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(A Development Stage Enterprise)
--------------------------------
STATEMENT OF STOCKHOLDERS' DEFICIT
for the period February 16, 2000 (date of incorporation)
to September 30, 2000
<TABLE>
<CAPTION>
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Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Par Value Capital Stage Total
---------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balances, February 16, 2000
(date of incorporation) 0 $ 0 $ 0 $ 0 $ 0
Sales of common stock 613,551 614 422,736 423,350
Other issuance's of common stock:
To founding stockholders 9,777,949 9,778 6,737,007 6,746,785
To other employees for services 520,000 520 358,280 358,800
To consultants for services 7,088,500 7,088 4,883,977 4,891,065
In connection with merger 743,000 743 511,927 512,670
In connection with acquisition 2,000,000 2,000 1,378,000 1,380,000
Net loss for the period
February 16, 2000 (date of
incorporation) to September
30, 2000 (14,772,115) (14,772,115)
---------- --------- ----------- ------------ ------------
Balances, September 30, 2000 20,743,000 $ 20,743 $14,291,927 $(14,772,115) $ (459,445)
========== ========= =========== ============ ============
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</TABLE>
See notes to financial statements
F-5
<PAGE>
Lifelong.com, Inc.
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(A Development Stage Enterprise)
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STATEMENT OF CASH FLOWS
for the period February 16, 2000 (date of incorporation)
to September 30, 2000
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CASH FLOWS FROM OPERATING ACTIVITES:
Net loss $ (14,772,115)
Adjustment to reconcile net loss to
net cash used by operating activities:
Depreciation 2,781
Loss from impairment of goodwill
(net of liabilities assumed) 1,890,670
Stock based compensation 11,996,650
Increase in accounts receivable (1,661)
Increase in accounts payable and other
liabilities 319,317
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NET CASH USED BY OPERATING ACTIVITIES (564,358)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of computer equipment (28,721)
Other (6,376)
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CASH USED BY INVESTING ACTIVITIES (35,097)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible
debentures 103,960
Proceeds from issuance of common stock 423,350
Advances from stockholders 75,000
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CASH PROVIDED BY FINANCING ACTIVITIES 602,310
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NET INCREASE IN CASH AND CASH EQUIVALENTS 2,855
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 0
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,855
==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes Paid $ 0
==============
Interest Paid $ 0
==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES -
During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company issued 2,743,000 shares of its common
stock in connection with two business combinations (see Notes A and C).
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See notes to financial statements
F-6
<PAGE>
Lifelong.com, Inc.
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(A Development Stage Enterprise)
--------------------------------
NOTES TO FINANCIAL STATEMENTS
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NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Lifelong.com, Inc. (the "Company") was incorporated under the laws of
the state of Delaware on February 16, 2000. The Company, which is
considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, intends to deliver highly
interactive, computer-based learning programs for corporate training
and educational purposes over the Internet. The planned principal
operations of the Company have not commenced, therefore most of the
accounting policies and procedures have not yet been established.
On September 7, 2000, the Company merged with Providence Capital II,
Inc. ("Providence"), which was formed in 1999 for the purpose of
acquiring a private company desiring to become public. For financial
statement purposes, the merger has been treated as a reverse
acquisition with the Company being treated as the acquiree; as such
Providence was considered to be the surviving legal entity and
succeeded to the name of Lifelong.com, Inc.
The transaction was accounted for as a purchase. Accordingly, and
because Providence had no operations and/or assets as of the merger
date, the entire purchase price of approximately $535,000 (consisting
of 743,000 shares of the Company's common stock and liabilities
assumed of approximately $22,000) was reflected as goodwill as of the
merger date. Subsequently, the goodwill was determined to be impaired
and as such the entire amount has been included in the loss from
impairment of goodwill in the accompanying statement of operations.
Use of Estimates
----------------
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements. The reported amounts of
revenues and expenses during the reporting period may be affected by
the estimates and assumptions management is required to make. Actual
results could differ from those estimates.
Year End
--------
The Company's year-end is December 31.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As of
September 30, 2000, the Company had a stockholders' deficit of
approximately $459,000 and a net working capital deficiency of
approximately $390,000. In addition, the
F-7
<PAGE>
Company anticipates that it will incur net operating losses for the
foreseeable future, and require a significant amount of capital to
commence its planned principal operations and proceed with its
business plan. Accordingly, the Company's ability to continue as a
going concern is dependent upon its ability to secure an adequate
amount of capital to finance its planned principal operations and
implement its business plan. The Company's plans include continued
sales of their common stock and the issuance of debt, however there is
no assurance that they will be successful in their efforts to raise
the amount of capital necessary to proceed with their business plans.
These factors, among others, may indicate that the Company will be
unable to continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
NOTE C - COMMON STOCK
In addition to the issuance of common stock discussed at Note A,
common stock was issued as follows:
During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company sold 613,551 shares of its common
stock to approximately sixty investors at a price of $0.69 per share.
During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company issued 9,777,949 shares of its common
stock to its founding stockholders as consideration for services
rendered. The value of these services, which was based on the number,
and fair value, of shares issued ($0.69 per share based on the price
at which other shares were sold) has been included in employee
compensation and benefits in the accompanying statement of operations.
In March 2000, the Company purchased substantially all of the assets
of Lifelong Software, Inc. (an affiliated entity by virtue of common
ownership with one individual who beneficially owns approximately 15%
of the Company) for total consideration of approximately $1,380,000
(consisting of 2,000,000 shares of the Company's common stock). The
transaction was accounted for as a purchase. Accordingly, and because
the purchase price was $1,378,000 greater than the fair value of the
net assets acquired, goodwill was created. Subsequently, the goodwill
was determined to be impaired and as such $1,378,000 has been included
in the loss from impairment of goodwill in the accompanying statement
of operations.
During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company issued 7,608,500 shares of its common
stock to various employees and consultants as consideration for the
following services:
F-8
<PAGE>
<TABLE>
<CAPTION>
Shares Share Value of
Description of Service Issued Price Services
---------------------- --------- ----- -----------
<S> <C> <C> <C>
Product development - consultant 55,000 $0.69 $ 37,950
Marketing - consultant 20,000 $0.69 13,800
Marketing - employee 500,000 $0.69 345,000
Business planning /general - employees 20,000 $0.69 13,800
Business planning /general - consultants 7,013,500 $0.69 4,839,315
--------- -----------
Totals 7,608,500 $ 5,249,865
========= ===========
</TABLE>
The value of these services, which was based on the number, and fair
value, of shares issued (share prices represent the price at which
other shares were being sold during the period February 16, 2000 (date
of incorporation) to September 30, 2000, has been included in various
stock-based expenses in the accompanying statement of operations.
The Company intends to develop a stock option plan whereby options to
purchase up to five million shares of the Company's common stock may
be granted over the next twelve months.
NOTE D - CONVERTIBLE DEBENTURES
Convertible debentures bear interest at a fixed rate of 10% per annum
and entitle their holders to convert such debentures to the Company's
common stock at a conversion price of $1.00 per share at any time
between January 1, 2001 and their maturity date of October 31, 2001.
NOTE E - OTHER RELATED PARTY TRANSACTIONS
The Company periodically borrows funds from various stockholders. At
September 30, 2000, advances from stockholders were $75,000. The
advances are unsecured, non-interest bearing and due on demand.
The Company utilizes a Canadian bank account owned by Lifelong
Software Canada, Inc. (an entity owned by two of the Company's
founding stockholders) for the collection and disbursement of Canadian
funds. As of September 30, 2000, the balance due from this account
was $1,661, which amount has been recorded as an affiliate receivable.
NOTE F - INCOME TAXES
During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company recognized losses for both financial
and tax reporting purposes. Accordingly, no deferred taxes have been
provided for in the accompanying statement of operations.
At September 30, 2000, the Company had a net operating loss
carryforward of approximately $885,000 for income tax purposes. This
carryforward is available to offset future taxable income
F-9
<PAGE>
through the period ended September 30, 2020. The deferred income tax
asset arising from this net operating loss carryforward is not
recorded in the accompanying balance sheet because the Company
established a valuation allowance to fully reserve such asset as its
realization did not meet the required asset recognition standard
established by SFAS 109.
NOTE G - NET LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No.
128 "Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting
Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No. 128 and
SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted
average number of common shares outstanding during the period.
Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares
outstanding during the period. Convertible debentures have not been
included in the loss per share calculations because they are anti-
dilutive. As such and because there are no other common share
equivalents outstanding, basic and diluted net loss per share are the
same.
NOTE H - COMMITMENTS
On April 7, 2000, the Company entered into an agreement with Astronaut
Rick Searfoss whereby Mr. Searfoss will perform content consulting for
the "Team Building and Motivation" and "Mission2Read" programs, act as
a Company spokesperson and participate in or coordinate certain other
projects. As of September 30, 2000, Mr. Searfoss has received $15,000
and 20,000 shares of the Company's common stock as consideration for
services rendered. In addition, Mr. Searfoss is entitled to
indefinitely receive a monthly retainer of $2,500, and will receive
options to purchase at least 30,000 shares of the Company's common
stock.
On September 26, 2000, the Company entered into a letter of intent to
establish a license agreement with AskBeverely.com, Inc., for the
purpose of hosting, distributing, marketing, and developing certain
Internet based articles for newspaper and/or magazine syndication.
Pursuant to terms of the letter of intent, the Company has agreed to
be responsible for marketing and sales, billing and collections,
accounting, planning and advice, web-hosting and technical support and
legal costs. In addition to revenue sharing, the Company is obligated
to grant options for the purchase of up to 500,000 common shares if
certain distribution contracts are secured.
NOTE I - SUBSEQUENT EVENT
On October 6, 2000, the Company entered into a letter of intent to
acquire IC Education, Inc. ("ICED"), an unrelated technology-based
provider of educational products. Pursuant to terms of the letter of
intent, the Company has agreed to issue up to a maximum of three
million shares of its common stock and pay approximately $150,000 of
ICED's debts in exchange for all the outstanding shares of ICED. The
Company anticipates that it will also enter into various employment
and bonus agreements with employees of ICED.
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F-10
