U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-KSB

    [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
                 For the fiscal year ended December 31, 2000

  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                 ACT OF 1934
            For the transition period from ________ to __________

                        Commission file number: 333-72097

                                LIFELONG.COM INC.
               (Exact name of registrant as specified in charter)

                                    Colorado
                         (State or other jurisdiction of
                         incorporation or organization)

                                   98-0223498
                      (I.R.S. Employer Identification No.)

2055 Peel St, suite 825, Montreal, Canada (H3A 1V4);       Tel:888-725-3433
Address of principal executive offices)  (Zip Code) (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

YES ( X ) NO (   )

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock as of December 31, 2001.

                            20,734,000 Common Shares

State issuer's revenues for its most recent fiscal year.          $ 0

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933  ("Securities  Act").  The list
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). NONE.

Transitional Small Business Disclosure Format:

Yes ___ No _X_
            -

                                       1
<PAGE>

                                     PART I

                           FORWARD-LOOKING STATEMENTS

Certain  statements  contained in this filing are  "forward-looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, such
as  statements  relating  to  financial  results  and plans for future  business
development activities,  and are thus prospective.  These statements appear in a
number of places in this Annual Report and include all  statements  that are not
statements of historical fact regarding intent,  belief or current  expectations
of  Lifelong.com,  Inc.  ("Lifelong"  "we" "our"  "us"),  our  directors  or our
officers with respect to, among other  things:  (i) our  financing  plans;  (ii)
trends affecting our financial condition or results of operations;  (iii) growth
strategy and operating strategy;  and (iv) liquidity and capital resources.  The
words "may,"  "would,"  "could,"  "will,"  "expect,"  "estimate,"  "anticipate,"
"believe," "intend," "plans," and similar expressions and variations thereof are
intended to identify forward-looking statements.

Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees of future  performance and involve risks and  uncertainties,  many of
which are beyond our ability to control.  Actual  results may differ  materially
from those  projected in the  forward-looking  statements as a result of various
factors. Among the key risks,  assumptions and factors that may affect operating
results,   performance  and  financial  condition  are  changes  in  technology,
fluctuations  in the our quarterly  results,  ability to continue and manage our
growth, liquidity and other capital resources issues,  competition and the other
factors  discussed in detail in the our filings with the Securities and Exchange
Commission.

Item 1.

Description of Business

We are a  business-to-business  e-learning  (delivery  of  courseware  over  the
internet)  application  service  provider.  Corporate  training  and job  skills
products are  currently  being custom  developed by us to meet highly  targeted,
company  specific needs and  requirements as defined by the corporate  clientele
and are being sold and delivered with the help of proven sales channel partners.
Our  core  competency  is  our  ability  to  create  high-quality,   interactive
courseware  through  the  use  of our  proprietary  technology  and  pedagogical
expertise.

The revenue model consists of an up-front charge to the client to at least cover
the fully absorbed cost of development  plus an on-going revenue stream on a per
seat basis.  In most cases,  products are also available to Lifelong for sale to
specific vertical markets thereby encouraging  significant on-going revenues for
each product developed.

While  our  current  focus  is on  securing  and  delivering  contracts  in  the
business-to-business  e-learning  market we will soon offer a limited  number of
basic courses for K - 12 students and adults to meet the challenges of school or


                                       2
<PAGE>

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.

As of  December  31,  2000,  our efforts to develop  the  business  have not yet
resulted in generation of revenues.  However, with the pending acquisition of IC
Education  Inc. our  consolidated  sales for the first  quarter of 2001 would be
close to $50,000 and in April 2001, we signed a $55,000 contract with a Toronto,
Canada based company to deliver a customized e-learning application.

History

The technology, systems and processes that make up our intellectual property are
the  result of many  years of  research  and  development  conducted  by Arrakis
Technologies  in the 1980's and then by its  successor,  Lifelong  Software Inc.
("Old  Lifelong"),  incorporated  in the State of New York in 1994. Old Lifelong
was primarily  engaged in research and development 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.

Pursuant to an Agreement and Plan of Reorganization  dated as of August 31, 2000
between Providence Capital II, Inc.(" Providence"),  a Colorado corporation, and
Lifelong.com,  Inc.,  20,000,000  shares  of  common  stock of  Providence  were
exchanged  for  20,000,000  shares of common  stock of  Lifelong.com,  Inc. in a
transaction  in  which   Providence  was  the  surviving   company.   Providence
subsequently changed its name to Lifelong.com Inc.

We recently entered into an agreement to acquire IC Education Inc., an unrelated
technology-based  provider of  educational  products that has developed a unique
voice recognition technology with specific applications in the language learning
field.

Overview of Current Technologies and Methodologies

Lifelong  technology  and  methodology  is based on 20  years  of  research  and
development in the art of creating first class computer based training. Today we
are applying  this  knowledge  and  expertise to the  E-Learning  industry.  The
Lifelong learning environment forms the framework to provide users access to the
best learning practices and incorporates the following:

                                       3
<PAGE>

Knowledge HolographyTM

Lifelong.com's   proprietary  Knowledge  Domain  Analysis  system  reflects  the
multi-dimensional  relationships people use to learn. Integrated into Lifelong's
courseware  development  system,  Knowledge  HolographyTM is the foundation from
which Lifelong products evolve into truly adaptive  learning systems.  Knowledge
Holography is the 3-dimensional  mapping system that identifies and then creates
the relationships between concepts or "Knowledge Bytes".

Knowledge  Holography is built using advanced relational database technology and
is compliant  with the emerging  industry  standard of IMS  compliant  Knowledge
Bits.  Knowledge Bits are  re-usable,  non-stylized  pieces of information  that
explain a  concept.  Individual  concept  representations  may be in the form of
definitions,  "what is" and "what is not"  examples,  graphics,  demonstrations,
simulations,  videos and more.  Several Knowledge Bits make up a Knowledge Byte,
giving a complete and holistic explanation of the feature concept.

Knowledge Maps and Content Maps each define 2-dimensional  relationships between
Knowledge  Bytes.  Knowledge  Maps represent the pyramids of concepts upon which
key learning outcomes are founded.  Content Maps represent structured approaches
to teaching key learning goals.  Knowledge  HolographyTM is the final definition
and  "weaving"  of the  relationships  between  all of the  maps  and all  their
Knowledge  Bytes,  forming a  3-dimensional  Holograph  of the entire  Knowledge
Domain.  While the result is a very complex network of relationships,  the power
of our advanced  relational  database  technology  makes Knowledge  HolographyTM
possible, resulting in a powerful educational product

Adaptive Learning

Using AI (artificial  intelligence)  techniques,  our adaptive  learning  system
establishes  the users level of  knowledge as they  progress  through the course
material and adapts the course to each student's skill level. Knowledge Bits and
Bytes are the  foundation  of each  level of  understanding,  and are  presented
according to individual  student needs.  Students often know some but not all of
the concepts in a given area. Areas requiring work are examined in depth,  while
areas of prior mastery are only reviewed as a learning reference point. The vast
library of Knowledge Bits and Bytes, linked through our Knowledge  HolographyTM,
provide an extensive  woven array of  information  that allows the courseware to
follow a student's inquisitive and learning process as required.

The Socratic Method, from which Adaptive Learning is derived,  teaches by asking
questions  and  providing  feedback  based on learner  responses.  Next steps in
instruction  are  adjusted  according  to  learner  responses.  Using  Knowledge
HolographyTM  to access  necessary  information to support this powerful type of
teaching,  Lifelong  courseware  drives  Adaptive  Learning in a  proactive  and
interactive process that constantly molds the courseware to the student.


                                       4
<PAGE>

Applied Learning

Learners are  encouraged to apply newly learned skills during a course and after
its completion.  Related course  material from separate  programs is also linked
together  so that  areas  of  difficulty  can be fully  explained.  Furthermore,
applied tools and templates are directly  linked to the courses through help and
query functions.

Tool Kits

Competitor's  E-Learning  products follow a common  "teach-and-release"  method,
also prevalent in conventional classroom learning. That is to say, once students
complete  the course,  their  interaction  with the content ends and there is no
follow-up by the course itself.  Tool Kits differentiate  Lifelong courseware by
ensuring the  application of the newly acquired skills "on the job" after course
completion.  Learners  continue  Applied  Learning  long after the  courses  are
completed  because we include valuable  applications or tools that students will
use  repeatedly.  Help for the tools is provided  by embedded  links back to the
course  content.  Our  Tool  Kits  form an  integral  part of the  instructional
approach of the courseware.  Applied Tools serve to reinforce  knowledge gained,
increase retention,  and allow learners to personalize their course.  "Lifelong"
learning is encouraged  by providing  extra  resources  for optional  additional
study.

Tool Kits are also the vehicle for interaction with coaches,  mentors,  teachers
and other  learners.  This  interaction  is  available in both  synchronous  and
asynchronous formats to best serve the varied preferences of our learners.  Tool
Kits assist  learners both during and after the course.  Applying  newly learned
skills to personal and familiar situations  dramatically increases relevancy and
retention. Students continue to learn and improve by "teaching through doing".

"Proactive  Sticky  Tools" are truly  useful  applications  included in Lifelong
courseware,  targeted to our student's  on-going needs after course  completion.
Our tools are relevant and specific to each course, providing post training help
and resources to apply what has been learned. Our tools are "Sticky" because our
students  return to our  training  site on an  on-going  basis to use the tools,
logging  additional  time against their account  thereby  increasing  revenue in
hourly-fee or subscription revenue-models.

Our tools are  "Proactive"  because they  interact  with the  student,  actively
communicating next steps,  reminder notices,  to do's, agendas and other related
activities.  Proactive Sticky Tools help users to apply learned skills,  "coach"
learners  through  initial  application  of these  skills,  and act as "personal
assistants" in the on-going process of improving these skills.  Each tool in the
kit proactively  encourages the use of all the other tools that are appropriate.
To ensure the  on-going  use of Proactive  Sticky  Tools,  learners are educated
about the  usefulness of the Tools during the course.  The learner is taught how
to use the Tools  while being  introduced  to their  functionality.  Upon course
completion,  learners are  encouraged to return to log in to use these Tools and
use a wizard to specify settings for proactive features.

                                       5
<PAGE>

Internet-Driven Speech Recognition

Lifelong offers client/server voice recognition  technology that is the first to
allow  speech  recognition  on the  Internet.  The  client-end  mini-application
performs speech  sampling,  compression and  transmission  functions,  while the
server performs recognition  analysis using a 3rd party engine,  speech grading,
and  transmission  of feedback  back to the  client.  The result is a very small
client application,  flexibility to easily upgrade the speech recognition engine
with the latest  technological  advances,  and extensive  multi-client  handling
capabilities.

From Language Training to pre-school products to  added-value-features in all of
our  courseware,  speech  recognition  brings a unique  market  offering  to the
Lifelong value  proposition.  Integrated with our localization and globalization
technologies, speech recognition further extends our global market reach.

NeuraLab

NeuraLab is the Lifelong Courseware  Development System, a software  application
for developers to quickly,  efficiently and cost  effectively  design,  produce,
deliver,  manage  and  administer,   high  quality,   state-of-the-art  Internet
courseware.  It is an object-oriented,  on-line courseware authoring system that
allows content specialists to organize, enter and manage the teaching data. Each
concept or chunk is entered  using the  templates  provided.  The  relationships
between the  Knowledge  Bits and Bytes are then applied  using the  hierarchy of
instruction within the relational database.

Lifelong Assurance

Lifelong has  developed a Project  Management  Methodology  to plan,  manage and
track  courseware  development  and delivery.  Called Lifelong  AssuranceTM,  it
delivers excellence in project management to ensure that client expectations for
timelines,  budgets and high quality  products are  consistently  met.  Lifelong
AssuranceTM  provides a basis for Lifelong  culture that supports  sound project
management, accelerating business profitability, volume and sustainability.

The Lifelong Assurance  Lifecycle is the standard path of a courseware  project,
from concept stage, design,  development to implementation and completion.  This
documented process includes:  phases, activities,  milestones,  deliverables and
transition criteria. The process is supported by tools and templates provided in
a Lifelong AssuranceTM "proactive" software application that assists the project
manager through the entire life of the project.

Lifelong  Assurance  guides our project  management  teams to ensure  repeatedly
successful project delivery.  Many managerial and administrative  processes that
might encumber managers are automatically  handled by the system.  Teams ramp up
quickly,  and can  immediately  plan,  implement  and track  all the  functional
operations  of the creative,  production,  technological,  strategic,  sales and
scientific roles.

                                       6
<PAGE>

Localization

Localization is the process of customizing  software for a specific  application
through  integration of locale-specific  components.  These components could be,
for example,  translated  text,  variations on content,  or alternate  graphical
elements. Lifelong courseware is designed using advanced localization techniques
to  facilitate  this  process.  By storing text and graphics as data rather than
embedding them into  web-pages,  source code for our courseware does not require
modification  for  variations  on courses  using  similar  content.  Our graphic
artists and translators work with data files that are read by our software,  not
with  components  that are "hard coded" in it. The same  courseware  executables
therefore run worldwide,  with data  modifications  accessed  according to local
needs.

Multi Modal Techniques including tutorials,  games, reference services,  on-line
help and other  proven  teaching  strategies  are used to enhance  the  learning
experience.

Multimedia Presentation,  featuring video, audio, graphics,  animation and text,
is applied  concurrently as appropriate to the material presented as part of our
pedagogy.  Equally  importantly,   multimedia  helps  make  Lifelong  courseware
compelling,  engaging,  entertaining  and  memorable.  Most  remarkable  is  the
seamless integration of technology, academically valid content and presentation.
All elements  support the learning and retention  imperatives  of the courseware
design. Lifelong's creative development team unleashes the potential of Internet
based education and training in a truly interactive multi-media event.

Pedagogically  Valid  Training  ties our  courseware to the results of extensive
psychological  research on how learning  occurs.  The best practices of the best
teachers are emulated through symbolic graphics,  relational content,  hierarchy
of instruction,  thorough treatment of content,  on-going feedback and knowledge
of  results.  Students  proceed at their own pace  encouraging  a rich  learning
experience.

Overview of the Market

Education  and training  continue to gain in  importance in the modern world and
the internet is emerging as the best knowledge  delivery  system ever available.
E-learning is beginning to explode with a cumulative  annual growth rate of more
than 100%.  Management estimates that current demand is already 300% higher than
capacity and the gap is widening. A recent report in Fortune magazine predicts a
staggering $50 billion dollar corporate e-learning market by the year 2005. This
number,  although  large,  represents  less than a 10% market share of the total
education  and  training  market  today.  E-learning  is becoming the number one
priority  in  corporate  America  training  departments  and is now the  fastest
growing segment of the education market.

Peter Drucker reports that "the continuing  professional  education of adults is
the No. 1 growth industry of the next 30 years, but not in the traditional form.
In  five  years,  we will  deliver  most of our  executive  management  programs
online."

                                       7
<PAGE>

WR Hambrecht & Co. in a report entitled "Corporate  E-learning:  Exploring a New
Frontier" (2000) reports the following:  "In 1999, corporate America spent $62.5
billion  on  educating  and  training  its   workforce.   At  $3  billion,   the
technology-delivered  corporate training segment occupied only a fraction of the
total market, but has been growing rapidly.  Technology-based training solutions
are changing the way corporations deliver training in nearly all segments of the
business  process.  What  started  out with IT  training  has found its way into
management,  sales, customer service and professional  development training. The
number of  e-learning  pilots  conducted in the  corporate  world has  increased
dramatically  over the  past two  years.  In  1999,  approximately  92% of large
corporations  implemented Web-based learning pilots. A large majority of Fortune
500 companies today already uses some form of e-learning to deliver professional
development and training to their  employees."  Hambrecht  concludes that online
education is the hottest trend in corporate training.

Communications   International  (1999)  reports  that  over  70  million  people
worldwide received some form of education over the Internet in 1999 and they see
this as only the beginning. International Data Corporation (1999) estimates that
by 2003 the number of Internet users  worldwide will increase to 502 million (up
from 87 million in 1997) and that 63% of Americans  will be connected to the Web
by the same year. This  continuing,  explosive  growth of the Internet will help
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.

Lifelong.com,  as a  pioneer  in  creating  vanguard  E-Learning  education  and
training  programs,  is at the  forefront  of the current  rapid  changeover  to
Internet delivered learning.  Our business strategy has been carefully developed
to exploit the enormous potential of this young, growing industry.

"The next big killer  application  for the  Internet  is going to be  education.
Education over the Internet is going to be so big it will make e-mail usage look
like a rounding error."

                                          John Chambers
                                          CEO of Cisco Systems

The Competition

Despite the presence of many players,  the current e-learning industry is highly
fragmented, there is a lack of compelling, quality content and there is no clear
standard by which users can evaluate what represents excellent courseware.

                                       8
<PAGE>

In order to evaluate  the  competition  we need to address the various  segments
that constitute the e-learning market.

Virtual Classrooms

Companies  such as Centra  Software,  InterWise,  LearnLinc and PlaceWare  offer
internet delivered classroom based instruction. This type of courseware requires
superior  delivery  technology,  is  expensive  to provide and is  non-scalable.
Students and teachers are still  required to be available at specific  times and
interactivity is technologically  cumbersome.  While there is currently a market
for this  type of  product  it  resembles  traditional  classroom  training  and
Lifelong  has not focused any effort on this  segment  because we do not believe
that any significant growth in e-learning will come from this area.

LMS (Learning Management Systems) and Authoring Tools

Several big players such as Saba,  Docent,  Macromedia,  EduNeering  and Caliber
dominate  this  segment of the market  where it is  difficult  to  differentiate
product  offerings.  The market is  competitive  and the cost of  acquiring  new
customers precludes new companies from making significant inroads. Lifelong does
not feel that  developing  our own LMS  system  would  improve  our  competitive
situation  and  would  distract  us from our  core  capabilities  of  developing
courseware.  The  authoring  tools  currently  available  are second  generation
software and can produce  basic  courseware.  The  proprietary  authoring  tools
developed and used by Lifelong are third  generation and within  eighteen months
we expect to have the forth  generation  ready which we may make  available  for
licensing at that time.

LSP's (Learning Service  Providers) - Click2Learn,  Eduprise,  Knowledge Planet,
Infonautics,  MindLever  Most LSP's offer a full service  package that  includes
courseware,  an LMS and  they  will  implement  the  infrastructure  to  provide
e-learning  solutions.  In most cases,  companies in this segment do not develop
content but will attempt to match available  titles to what they perceive as the
clients e-learning needs.  Companies in this area of the e-learning space target
the  general  corporate  e-learning  markets  and are  limited by the  available
titles.  While many have done well, it is our belief that as corporations become
more sophisticated in their e-learning expectations, these companies may be hard
pressed to meet their clients' needs.

On-Line  Publishers  (OLP's)  -  SkillSoft,   SmartForce,   DigitalThink,  NETg,
KnowledgeNet  To date  many  of the  on-line  publishers  have  concentrated  on
amassing content targeted to the general  corporate and consumer markets without
overly  concerning  themselves with  pedagogical  quality.  While there are some
excellent  courses  especially  in the IT area,  for the most part,  the current
courseware  offered is of the page turning  variety  (books on the internet) and
falls short of consumer and corporate expectations.  The successful companies in
this  segment  have  developed a large  client base and their  success so far is

                                       9
<PAGE>

attributable to having many titles  available in a market hungry for e-learning.
It remains to be seen whether or not this  momentum can be  maintained in a more
informed and discerning market place of the future.

Lifelong's Position

Lifelong has positioned  itself between the LSP's and the On-Line  Publishers by
offering  only top rate  products in the soft skills area. We offer full service
packages where the clients need them and  concentrate on sound  educational  and
training  products  for  specific  markets  rather  than  taking  the  extensive
catalogue approach used by the LSP's andOLP's.

Content  development (or redevelopment of client content) is done in conjunction
with authors or client content  experts  targeted to specific client or vertical
market needs and distributed through proven sales channel partners. There are no
other  companies  in the  e-learning  space with  technologies  as  advanced  as
Lifelong  nor have they taken the kind of  focused  marketing  approach  that we
have.

The Lifelong Business Strategy and Value Proposition

Building the Lifelong brand name

We provide a wide  range of  compelling  and sound  courseware  and  value-added
services through sales channel  partners such as EDS and Pearson  Education that
will help us develop strong brand recognition and build a solid client-base.

Lifelong is as much a marketing company as we are an e-learning  company.  Every
aspect of our business is built on a solid foundation of marketing  strategy and
vision.  We enhance  our brand  image with  public  figures  such as former NASA
Astronaut, Col. Rick Searfoss, our corporate spokesperson.

High level of interactivity = Successful Courseware

Lifelong  separates  itself from most other  e-learning  vendors due to the high
level of  interactivity.  Adaptive  e-learning  technology  works  like the best
teachers,  adapting the  courseware  to the  learner's  level of  understanding.
Applied Learning allows learners to apply newly learned skills during the course
and after its completion.

Complete multimedia presentation,  innovative mentoring and tutoring, and varied
synchronous   and   asynchronous   approaches   make   Lifelong  the  leader  in
high-quality,  truly interactive courseware.  Proprietary  internet-based speech
recognition software further  differentiates and enhances Lifelong's interactive
technologies.  Lifelong is redefining  Internet based training,  setting a whole
new standard in the presentation of media rich learning environments.  Combining
the  best  elements  of  MTV  style   television  and  movie   production   with
state-of-the-art  animation  and effects,  Lifelong  courseware  is  compelling,

                                       10
<PAGE>

engaging,   entertaining  and  memorable.  All  elements  support  learning  and
retention imperatives of the courseware design.

Scalable business model for more profit in the long run
Lifelong's  courseware and technology is completely scalable,  due to integrated
project management,  object-oriented  courseware  authoring systems and advanced
delivery  technology.  Licensable systems rapidly deploy  development  capacity,
while  partnerships  make scalability for both delivery and channels  unlimited.
Lifelong's  learning portals coupled with those of our clients and partners make
our market reach extensive.

Global reach

Partnerships and strategic  alliances bring us a global  presence.  Multilingual
translation and data handling expertise coupled with our localization technology
(for  "re-skinning"  similar  content for varying  client  needs) also makes our
products  easy to  convert  for  both  language  and  cultural  variations--this
"globalization"   technology   is  a   true   Lifelong   strength.   Proprietary
internet-based speech recognition  technology further augments our international
reach. Global firms, a customer group targeted by most e-training  vendors,  are
showing an inclination  toward using  multinational  training  suppliers to meet
their employees' training needs--Lifelong provides an advanced solution for this
international market.

Offering a complete solution for enterprise-wide learning

Lifelong  meets all of the top three  criteria  corporations  are  seeking  in a
training  provider:  quality content,  training  delivery media, and value-added
services  (custom  curriculum  design and  development,  pre- and  post-training
mentor support,  training effectiveness analysis,  reporting and tracking tools,
organizational education strategy, learning management systems). Lifelong offers
a complete,  end-to-end  e-learning solution for clients.  High quality content,
exceptional delivery media and extensive value-added  services,  complimented by
scalable hosting capacity and learning management systems,  make Lifelong a true
one-stop-shop  and ideal  choice  for the  growing  e-learning  needs of today's
marketplace.

Sales and Marketing

Business to Business

Lifelong's major focus is on delivering  internet and intranet based learning to
medium to large sized  corporations  and  becoming  their  preferred  e-learning
supplier  on a long term  basis.  We have  adopted a  "partner  early and often"
approach to  commercializing  our  products and our  relationships  with EDS and
Pearson Education are examples of this strategy.  EDS and Lifelong are currently
working  together  on a number of large EDS  clients to jointly  provide  custom
tailored  e-learning  solutions  for  them.  We are also  developing  the  "Team
Building & Motivation" product to be distributed through the EDS sales channels.
Pearson  Education has also expressed a high level of interest in "Team Building
& Motivation" and will make their sales channels available as well. Both Pearson

                                       11
<PAGE>

and EDS have indicated an interest in partnering  with Lifelong to co-market and
distribute  other  soft  skills  titles and may make  certain  of their  current
content available for that purpose.

We emphasize  customer  account  development to build and  strengthen  long term
business  relationships  with corporate  customers.  Sales  representatives  are
assigned  to a  limited  number  of  accounts  in order to  develop  a  complete
understanding of each clients needs, to form strong customer  relationships  and
aggressively pursue cross selling and joint venture or licensing  relationships.
Current  providers  of  classroom  learning  who have  little  or no  e-learning
expertise are being targeted for joint venture relationships.

Our  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 sales channels and clients
will  enhance and  reinforce  the  product's  value.  We expect to create  brand
awareness, credibility and a significant revenue stream with this program.

A special  initiative  called  "Mission2  Read" is being  developed  and will be
widely   publicized  in  early  2002.  This  program  is  expected  to  generate
significant interest and support from Corporate America since most companies are
aware (or will become  aware) that over 40% of the U.S.  labor force  perform at
the two lowest levels of government literacy scales.

The pricing model for corporate  training considers the value to the client, the
cost of  development  and the  portability to other  products.  Clients have the
option to be billed on a per seat or usage basis with a guaranteed  minimum or a
one-time development fee. Joint venture or licensing arrangements are based on a
revenue sharing model that incorporates up-front development and training costs.

K-12, Secondary and Continuing Education Products

The K-12 and  Secondary  Education  sectors  account for almost 85% of the total
education and training  industry.  While corporate  training is expected to grow
more rapidly than the rest of the market,  quality e-learning  products aimed at
the K-12 and Secondary Education markets are likely to succeed and will have the
ancillary benefit of building the LifeLong brand.

While we will  continue to focus on the business to business  market we also has
plan to introduce  several programs that have consumer appeal.  Products such as
Mission2Read,  MonsterMath,  KidsSafety  and  ElephantEconomics  are  slated for
production  within the next six months.  KidsSafety is a program currently being
taught in a classroom  setting  that  teaches  young  children  how to be safety

                                       12
<PAGE>

conscious  in their homes and  neighborhoods.  Our current plan is to web enable
the product in  conjunction  with the author and make it available (in September
2001) at a low unit cost to  schools  and school  boards  across  North  America
through a co-marketing effort with EDS and Pearson Education.

The presence of Astronaut  Searfoss on the LifeLong Web-site along with programs
such  as  KidsSafety,  Monster  Math,  Mission2Read  and  other  products  to be
developed  are  expected  to  build  a  large  educational   footprint  for  us.
Successful,  high profile corporations are currently being targeted as potential
co-sponsors of these programs.

Intellectual Property

Lifelong relies upon a combination of contract provisions,  copyright, trademark
and trade  secret  laws to  protect  the  proprietary  technology,  systems  and
processes we uses in creating,  developing  and delivering  our  courseware.  We
attempt to further protect our trade secrets and other  proprietary  information
through agreements with employees, consultants, clients and venture partners. We
have has filed for several  trademarks  relating to our products,  processes and
the description of certain elements of our technology.

There can be no  assurance  that the steps  taken by  LifeLong  to  protect  its
intellectual  property  will  be  adequate  to  deter  misappropriation  of  its
proprietary rights or third party development of similar technology or software.

Strategic Acquisitions

We recently entered into an agreement to acquire IC Education Inc., an unrelated
technology-based  provider of  educational  products that has developed a unique
voice recognition technology with specific applications in the language learning
field.  In  addition  to the voice  recognition  technology,  IC brings  with it
experienced  and  talented  human  resources,  a client  base and  technological
knowledge that is complementary to our technologies.

We  will  continue  to  seek  out  and  examine  strategic   alliances  with  or
acquisitions of similar and complementary operations. Acquisitions and alliances
will be evaluated on a per deal basis.

                                       13
<PAGE>

Item 2.

Description of Property.
-----------------------

We  sublease  space  from IC  Education  Inc.  at 2055 Peel  Street,  suite 825,
Montreal,  Quebec,  Canada  (H3A 1V4) for  $500,00 per month on a month to month
basis (with no written lease).

Item 3.

Legal Proceedings.

      NONE

Item 4.

Submission of Matters to a Vote of Security Holders.
---------------------------------------------------

      NONE

                                     PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.
--------------------------------------------------------

There is no market for the securities of Lifelong.com Inc.

We have never paid any cash dividends.  The payment of dividends, if any, in the
future is within the discretion of our Board of Directors,  and will depend upon
our  earnings,  our capital  requirements  and  financial  condition,  and other
relevant  factors.  Management  does not  expect  to  declare  dividends  in the
foreseeable future.

                                       14
<PAGE>

Item 6.

Management's Discussion and Analysis or Plan of Operation.
---------------------------------------------------------

Overview

The following  discussion and analysis  should be read in  conjunction  with the
balance  sheet as of December  31,  2000 and the  financial  statements  for the
period ended December 31, 2000 included with this Form 10-KSB.

Information  related to our  predecessor  entity,  Providence  Capital  II, Inc.
("Providence"),  has been  omitted as it 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 LifeLong.Com
("Lifelong") being treated as the acquiree.

Readers   are   referred   to  the   cautionary   statement,   which   addresses
forward-looking statements made by us.

Lifelong is  considered to be in the  development  stage as defined in Financial
Accounting  Standards Board Statement No. 7, and we are currently in the process
of  creating  strategic  relationships  and  acquiring  complementary  operating
companies  within  the  e-learning  industry  that have  proven  management  and
state-of-the-art technologies.

Results of Operations

Although  we have been in  existence  for 11  months,  management's  efforts  to
develop our business have not yet resulted in  generation  of revenues.  For the
period  from  inception  in February  2000 to date,  we have not  generated  any
revenues and incurred a cumulative net loss of $15,049,413 of which  $13,891,820
were  non-cash  charges.  These  expenses are  primarily  related to our initial
development and implementation of our business plan.

To date, management's efforts have focused on developing sales and sales channel
relationships   and  promoting  and  conducting   research  and  development  to
demonstrate  the  feasibility  and  efficacy of our  products.  With the pending
acquisition of IC Education Inc. our consolidated sales for the first quarter of
2001 would be close to $50,000 and Lifelong  signed a $55,000  contract in April
2001 with  Solcorp Inc. of Toronto,  Canada to deliver a  customized  e-learning
application.

Future Periods

Management expects that personnel costs will increase  substantially in 2001 and
future years as we expand our development  efforts.  Most of our other operating
expenses,  however,  are  expected  to grow  with  time and  expansion.  We will
increase rent,  insurance and utilities because of our new facility in Montreal,
Canada.

                                       15
<PAGE>

There are several  revenue  producing  projects  that are in the final stages of
negotiation  but no  additional  expenditures  will be incurred  until there are
signed sales contracts.

Liquidity and Capital Resources

Since we have only begun  operations in 2001, we have depended upon sales of our
common stock,  issuance of convertible  debentures  and borrowings  from certain
stockholders to finance our working capital requirements.

During the period from  inception to December 31, 2000, we raised gross proceeds
of $425,350 from the sale of equity securities and $401,220 from the issuance of
convertible debentures to investors and friends and family of our management. We
used all of those proceeds to finance the cost of our operations to date as well
as the  development  of certain  technologies.  In  addition,  we have  borrowed
$65,000 from shareholders that are non-interest bearing and payable on demand.

Operating  activities  from  inception to December 31, 2000 created a net use of
cash of $840,464.

We intend to raise an additional  three  million  dollars over the six months to
continue software  development,  expand our web site, hire additional personnel,
sales and marketing,  licensing content,  purchase equipment and general working
capital.

We need the proceeds of this offering to expand our  operations  and finance our
future  working  capital   requirements.   Based  upon  our  current  plans  and
assumptions  relating to our business plan, we anticipate  that the net proceeds
from this  offering  will satisfy our capital  requirements  for at least twelve
months  following  the  closing  of this  offering.  If our plans  change or our
assumptions  prove to be inaccurate,  we may need to seek  additional  financing
sooner than currently anticipated or curtail our operations.

Capital Expenditures

Management intends to make significant capital  expenditures in the coming year.
Our minimum needs are  approximately  $250,000,  which we believe can be leased,
but we intend to raise capital to acquire  $1,000,000 of additional  facilities.
If we are unable to raise the capital needed to acquire the  equipment,  we will
greatly curtail planned operations. No assurance can be given that we will raise
the needed capital.

Staffing

We plan to increase our work force.  Currently, we have six full-time employees.
Our plan is to add eight  research  scientists  to develop  our  products.  Upon
development of these  products,  our marketing plan does not call for building a
sales  force to sell to  end-users  but instead to partner  with market  segment
leaders with existing sales forces. We will train these sales forces to sell our

                                       16
<PAGE>

products and to provide  technical  assistance  through quarterly service to the
systems. We also intend to add additional help in the accounting, administrative
and  investor  relations  areas.  Management  expects  to  add at  least  twenty
employees in 2001. The cost of these  additional  employees is expected to be in
excess of $1,250,000 in 2001.

Item 7.

Financial Statements.



                               Lifelong.com, Inc.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS

------------------------------------------------------------------------------



                                                                         Page
                                                                        -------

Independent Auditors' Report                                              F-2

Financial Statements as of and for the period February 16,
2000 (date of incorporation) to December 31, 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

                                      F-1

                                       17
<PAGE>



INDEPENDENT AUDITORS' REPORT

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 December 31, 2000 and the
related statements of operations,  stockholders'  deficit and cash flows for the
period  February 16, 2000 (date of  incorporation)  to December 31, 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 of  America.  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 December 31,
2000 and the  results  of its  operations  and its  cash  flows  for the  period
February 16, 2000 (date of  incorporation)  to December  31, 2000 in  conformity
with accounting principles generally accepted in the United States of America.

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 significant
working  capital  deficiency  and  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.

April 16, 2001
Tampa, FL

                                      F-2

                                       18
<PAGE>


                               Lifelong.com, Inc.
                        (A Development Stage Enterprise)

                      BALANCE SHEET AS OF DECEMBER 31, 2000

--------------------------------------------------------------------------------

  ASSETS

  CURRENT ASSETS:
    Cash and cash equivalents                                     $     16,585
    Affiliate receivables                                                7,529
                                                                    -----------
       Total current assets                                             24,114

  COMPUTER EQUIPMENT (net of accumulated depreciation
   of $4,500)                                                           30,021

  OTHER                                                                  7,605
                                                                    -----------

  TOTAL                                                           $     61,740
                                                                    ===========

  LIABILITIES AND STOCKHOLDERS' DEFICIT

  CURRENT LIABILITIES:
    Accounts payable                                              $    215,377
    Accrued payroll and benefits                                       101,607
    Convertible debt                                                   401,220
    Stockholder advances                                                65,000
    Accrued and other liabilities                                       15,279
                                                                    -----------
       Total current liabilities                                       798,483
                                                                    -----------

  STOCKHOLDERS' DEFICIT:

    Preferred stock - $.001 par value: 50,000,000 shares
      authorized; zero shares issued and outstanding                         -
    Common stock - $.001 par value; 50,000,000 shares
      authorized; 20,734,000 shares issued and outstanding              20,734
    Additional paid-in capital                                      14,291,936
    Deficit accumulated during the development stage               (15,049,413)
                                                                    -----------
        Total stockholders' deficit                                   (736,743)
                                                                    -----------

  TOTAL                                                           $     61,740
                                                                    ===========

--------------------------------------------------------------------------------

See notes to financial statements


                                       F-3



                                       19
<PAGE>



                               Lifelong.com, Inc.
                        (A Development Stage Enterprise)

                           STATEMENT OF OPERATIONS
           FOR THE PERIOD FEBRAURY 16, 2000 (date of incorporation)
                              TO DECEMBER 31, 2000

--------------------------------------------------------------------------------

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                             643,347
  Other product development                                            243,337
  Other professional and consulting fees                                47,433
  Other selling and marketing                                           68,339
  Travel and entertainment                                              26,038
  Other                                                                111,599
                                                                  -------------

NET LOSS                                                        $   15,049,413
                                                                  =============

NET LOSS PER SHARE-
    Basic and diluted                                           $       (0.76)
                                                                  =============

Weighted average number of common shares
 outstanding                                                       19,680,300
                                                                  =============

--------------------------------------------------------------------------------

See notes to financial statements

                                     F-4



                                       20
<PAGE>


                               Lifelong.com, Inc.
                        (A Development Stage Enterprise)

                       STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FEBRUARY 16, 2000 (date of incorporation) TO DECEMBER 31, 2000
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------

                                                                         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       734,000         734       511,936                       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 December
  31, 2000                                                             (15,049,413)   (15,049,413)
                               -----------  ----------  ------------  --------------  ------------

Balances, December 31, 2000    20,734,000    $ 20,734   $14,291,936   $(15,049,413)   $ (736,743)
                               ===========  ==========  ============  ==============  ============


--------------------------------------------------------------------------------------------------
</TABLE>
 See notes to financial statements

                                       F-5

                                       21
<PAGE>


                               Lifelong.com, Inc.
                        (A Development Stage Enterprise)

                           STATEMENT OF CASH FLOWS
           FOR THE PERIOD FEBRUARY 16, 2000 (date of incorporation)
                              TO DECEMBER 31, 2000

--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITES:

     Net loss                                                   $(15,049,413)
     Adjustment to reconcile net loss to net cash used by
      operating activities:
        Depreciation                                                   4,500
        Loss from impairment of goodwill (net of
         liabilities assumed)                                      1,890,670
        Stock based compensation                                  11,996,650
        Increase in accounts receivable                              (7,529)
        Increase in other assets                                     (7,605)
        Increase in accounts payable and other
         liabilities                                                332,263
                                                               --------------
NET CASH USED BY OPERATING ACTIVITIES                              (840,464)
                                                               --------------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Purchases of computer equipment                                (34,521)
                                                               --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from issuance of convertible debentures               401,220
     Proceeds from issuance of common stock                         425,350
     Advances from stockholders, net                                 65,000
                                                               --------------
CASH PROVIDED BY FINANCING ACTIVITIES                               891,570
                                                               --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                            16,585

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            0
                                                               --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $    16,585
                                                               ==============

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 December 31, 2000, the
Company issued 2,734,000 shares of its common stock in connection with two
business combinations (see Notes A and C).

--------------------------------------------------------------------------------

See notes to financial statements
                                       F-6



                                       22
<PAGE>


                               Lifelong.com, Inc.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

------------------------------------------------------------------------------

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Lifelong.com,  Inc. ("we",  "us", "our") was incorporated  under the laws of the
state  of  Delaware  on  February  16,  2000.  We  are  considered  to be in the
development stage as defined in Financial  Accounting  Standards Board Statement
No.  7, and  intend  to  deliver  highly  interactive,  computer-based  learning
programs for corporate training and educational purposes over the Internet.  Our
planned  principal  operations  have  not  commenced;   therefore  most  of  our
accounting policies and procedures have not yet been established.

On September 7, 2000, we 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  us  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 734,000 shares of our
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 us 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  we are required to make.  Actual  results could
differ from our estimates.

Year End

Our 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 December 31, 2000, we had a
stockholders'  deficit  of  approximately  $740,000  and a net  working  capital
deficiency of approximately $774,000. In addition, we

                                       F-7

                                       23
<PAGE>


anticipate that we will incur net operating  losses for the foreseeable  future,
and require a  significant  amount of capital to commence our planned  principal
operations  and proceed  with our  business  plan.  Accordingly,  our ability to
continue as a going concern is dependent  upon our ability to secure an adequate
amount of capital to finance our planned principal  operations and implement our
business  plan.  Our plans include  continued  sales of our common stock and the
issuance of debt,  however  there is no assurance  that we will be successful in
our  efforts  to raise the  amount of  capital  necessary  to  proceed  with our
business plan.  These factors,  among others,  indicate that we may be unable to
continue as a going concern for a reasonable period of time.

Our  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 we 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 December  31,
2000,  we sold  613,551  shares  of our  common  stock  to  approximately  sixty
investors at a price of $0.69 per share.

During the period  February  16, 2000 (date of  incorporation)  to December  31,
2000,  we  issued   9,777,949  shares  of  our  common  stock  to  our  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,  we  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 our common stock) for
total consideration of approximately  $1,380,000 (consisting of 2,000,000 shares
of  our  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 December  31,
2000, we issued  7,608,500  shares of our common stock to various  employees and
consultants as consideration for the following services:

                                       F-8

                                       24
<PAGE>


                                         Shares        Share         Value of
Description of Service                   Issued        Price         Services
----------------------                 ----------    -----------     ---------
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
                                       ==========                    =========

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 December 31,
2000),  has been included in various  stock-based  expenses in the  accompanying
statement of operations.

We intend to develop a stock option plan whereby  options to purchase up to five
million shares of our 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 our 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

We periodically  borrow funds from various  stockholders.  At December 31, 2000,
advances  from   stockholders   were  $65,000.   The  advances  are   unsecured,
non-interest bearing and due on demand.

We utilize a Canadian bank account owned by Lifelong  Software Canada,  Inc. (an
entity  owned  by two of our  founding  stockholders)  for  the  collection  and
disbursement  of Canadian  funds.  As of December 31, 2000, the balance due from
this account was $6,206, which amount has been included in affiliate receivables
in the accompanying balance sheet.

In addition we have  advanced  $1,323 to IC  Education  (Note H),  which is also
included in affiliate receivables in the accompanying balance sheet.

NOTE F - INCOME TAXES

During the period  February  16, 2000 (date of  incorporation)  to December  31,
2000,  we  recognized  losses for both  financial  and tax  reporting  purposes.
Accordingly,  no provision for income taxes and/or deferred income taxes payable
have been provided for in the accompanying financial statements.

                                       F-9

                                       25
<PAGE>


At December 31, 2000, we had a net operating loss  carryforward of approximately
$1,140,000  for income tax purposes.  This  carryforward  is available to offset
future  taxable  income through the period ended December 31, 2020. The deferred
income  tax asset  arising  from this net  operating  loss  carryforward  is not
recorded in the  accompanying  balance sheet because we  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

We compute  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,  we 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 our spokesperson and participate
in or coordinate  certain other projects.  As of December 31, 2000, Mr. Searfoss
has received $18,000 and 20,000 shares of our 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 our common stock.

On September 26, 2000, we 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, we have 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,  we are obligated to grant options for the purchase
of up to 500,000 common shares if certain distribution contracts are secured.

On October 6, 2000,  we 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,  we have  agreed to issue up to a
maximum  of three  million  shares of our  common  stock  and pay  approximately
$150,000 of ICED's debts in exchange for all the outstanding  shares of ICED. We
anticipate that we will also enter into various  employment and bonus agreements
with employees of ICED.

------------------------------------------------------------------------------

                                      F-10

                                       26
<PAGE>

Item 8.

Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

      NONE

                                    PART III

Item 9.

Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act.

The executive officers and directors of Lifelong.com Inc. are as follows:

             Name                  Age                   Position

Michael Nowak                      37     President, Chief Executive Officer,
                                          Director

Francis Gariepy                    54     Chief Financial Officer, Secretary,
Richard Duffy                      55      Director


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.  Nowak
received a Bachelors  Degree in Social  Sciences and Law from the  University of
Ottawa in 1986.

Francis Gariepy - is a Chartered  Accountant.  From 1982 to the present,  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.

                                       27
<PAGE>

Item 10.

Executive Compensation.

                           Summary Compensation Table

--------------------------------------------------------------------------------
     Name and Principal Capacity               Year                Salary
--------------------------------------------------------------------------------
Michael Nowak                                  2000               $55,000
President, Chief Executive Officer,
Director
--------------------------------------------------------------------------------
Francis Gariepy                                2000               $55,000
Secretary, Chief Financial
Officer,      Director
--------------------------------------------------------------------------------


      No other directors or officers have received compensation from us.

Employment Agreements

NONE

Item 11.

Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------

The  following  table sets  forth,  as of March 30,  2001,  certain  information
concerning  beneficial  ownership of shares of Common Stock and the  approximate
percentage  shares of Common Stock owned before and after  Offering with respect
to (i)  each  person  known  to  Lifelong.com  Inc.  to own  5% or  more  of the
outstanding  shares of Common Stock, (ii) each director and executive officer of
Lifelong.com   Inc.,   and  (iii)  all  directors  and  executive   officers  of
Lifelong.com Inc. as a group.

--------------------------------------------------------------------------------
                      Name of Beneficial     Amount Of
                      Owner                  Beneficial     Percent Of Class(1)
                                             Ownership
   Title Of Class

--------------------------------------------------------------------------------
Common               Michael Nowak            4,362,500              21.04%
--------------------------------------------------------------------------------
Common               Francis Gariepy          4,362,500              21.04%
--------------------------------------------------------------------------------
Common               Emiliano De Laurentiis   3,052,949              14.72%


                                       28
<PAGE>

--------------------------------------------------------------------------------
Common               Richard Duffy               42,500               2.05%
--------------------------------------------------------------------------------
Common               Michael Ash              2,737,500              13.20%
--------------------------------------------------------------------------------
                     Directors and            8,767,500              42.29%
                     Officers as a Group
Common               (3 persons)
--------------------------------------------------------------------------------


(1)  Percentage of ownership is based on 20,734,000 shares of Common Stock
     outstanding.


Item 12.

Certain Relationships and Related Transactions.

NONE

Item 13.

Exhibits and Reports on Form 8-K.

      (a)   Exhibits

1.1       Agreement and Plan of  Reorganization  between  Providence  Capital II
          Inc. 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*

3(i).2    Amendment to the Articles of Incorporation

3(i).3    Third Amended Articles of Incorporation

      *     Previously filed.

        (b)  Reports  on Form  8-K:  We filed a  Current  Report  on Form 8-K on
November 20, 2000.  Such Report  included  audited  financial  statements  as of
September 30, 2000.

                                       29
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          Lifelong.com Inc.


                                          By:/s/ Michael Nowak
                                               Michael Nowak, President

                                          Date: April 12, 2001

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

      SIGNATURE                 TITLE                             DATE

/s/ Michael Nowak               Director, President, Chief     April 12, 2001
Michael Nowak                   Executive Officer

/s/ Francis Gariepy             Director, Secretary,Chief      April 12, 2001
Francis Gariepy                 Financial Officer