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 of 1934
Date of Report (Date of earliest event reported):
December 4, 1999
ACADIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-28976 010509781
(State or other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
415 Rodman Road, Auburn, ME 04210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (207) 777-3423
(800) 479-3066
N/A
(Former name and former address, if changed since last report)
The undersigned registrant hereby amends its Current Report on
Form 8-K dated December 4, 1999 and filed on December 7, 1999 to
amend Item 7.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Financial Statements of MedLecture.com
Audited Balance Sheet as of September 30, 1999
Statement of Operations for period from January 1, 1999 to
September 30, 1999
Statement of Changes in Members' Equity for period from
January 1, 1999 to September 30, 1999
Statement of CashFlows for period from January 1, 1999 to
September 30, 1999
Notes to Financial Statements
(b) Pro Forma Financial Information
Notes to Unaudited Pro Forma Financial Information
Unaudited Pro Forma Combining Balance Sheet as of September
30, 1999
Unaudited Pro Forma Combining Statement of Operations Year
Ended September 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACADIA GROUP, INC.
By: /S/ John W. Holt, Jr.
------------------------------
Name: John W. Holt, Jr.
Title: Chief Executive Officer and President
Dated: March 7, 2000
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Acadia Business Group, Inc.
We have audited the balance sheet of MedLecture.com, LLC as of September 30,
1999, and the related statements of operations, changes in members' equity and
cash flows for the period from January 1, 1999 to September 30, 1999. 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 generally accepted auditing standards.
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 disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that 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 MedLecture.com, LLC as of
September 30, 1999 and the results of its operations and cash flows for the
period from January 1, 1999 to September 30, 1999 in conformity with generally
accepted accounting principles.
Portland, Maine
February 24, 2000
MEDLECTURE.COM, LLC
Balance Sheet
September 30, 1999
ASSETS
Current assets
Cash $ 3,202
Intangibles, net of amortization 695
Total assets $ 3,897
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Accounts payable $ 1,000
Members' equity
Membership contributions $20,224
Deficit accumulated during development stage (17,327)
Total members' equity $ 2,897
Total liabilities and members' equity $ 3,897
- ----------------
The accompanying notes are an integralpat of these financial statements.
MEDLECTURE.COM, LLC
Statement of Operations
Period from January 1, 1999 to September 30, 1999
Revenues $ -
General and administrative fees
Professional fees 6,351
Marketing and advertising 1,176
Web systems development 7,534
Travel 1,124
Amortization 95
Office supplies and postage 1,019
Total expenses 17,299
Other income (expense)
Bank charges (58)
Interest income 30
Other expense, net (28)
Net loss $ 17,327
- ----------------
The accompanying notes are an integralpat of these financial statements.
MEDLECTURE.COM, LLC
Statement of Changes in Members' Equity
Period from January 1, 1999 to September 30, 1999
Deficit
Accumulated Total
Membership During Devel. Members'
Contributions Stage Equity
Balances, January 1, 1999 $ - $ - $ -
Membership contributions 20,224 - 20,224
Net loss - (17,327) (17,327)
Balances, September 30, 1999 $20,224 $(17,327) $ 2,897
- ------------------
The accompanying notes are an integral part of these financial statements.
MEDLECTURE.COM, LLC
Statement of Cash Flows
Period from January 1, 1999 to September 30, 1999
Cash flows from operating activities
Net loss $(17,327)
Adjustment to reconcile net loss to
net cash used by operating activities
Amortization 95
Increase in accounts payable 1,000
Net cash used by operating activities (16,232)
Cash flows from investing activities
Additions to intangible assets (790)
Cash flows from financing activities
Membership contributions 20,224
Net increase in cash 3,202
Cash, beginning of period ------
Cash, end of period $3,202
- ----------------
The accompanying notes are an integralpat of these financial statements.
MEDLECTURE.COM, LLC
Notes to Financial Statements
September 30, 1999
Nature of Operations
The Company was formed on October 13, 1998 in the State of Maine as a
Limited Liability Corporation. MedLecture.com, LLC (the "Company") was created
to provide easily accessible CME (continuing medical education) for physicians
through video streaming on the Internet. The Company's mission is to act as a
consolidator and distributor of quality lectures from across the country to
physicians via the Internet. The Company is currently in a development stage in
which operations consist primarily of designing a delivery mechanism and
developing strategic partnerships. As further disclosed in Note 3, the Company
merged with Acadia National Health Systems, Inc. (Acadia) on November 19, 1999.
MedLecture.com, LLC has a calendar year-end. These financial statements and
accompanying footnotes have been prepared for the period beginning with the
start of operations through Acadia's fiscal year-end.
1. Summary of Significant Accounting Policies
Use of Estimates
Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Amortization
The Company's investments in intangible assets consist of domain names,
which are amortized by the straight-line method over the period in which
those registrations are effective.
Advertising Costs
The Company expenses advertising costs as they are incurred. Advertising
costs for the period ended September 30, 1999 were $1,176.
Software Costs
The Company has adopted Statement of Position (SOP) 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use",
which requires software costs to be expensed during the preliminary
project stage. The Company utilized the services of an internet service
provider in developing its web site. Costs of $7,534 for the period ending
September 30, 1999 were expensed.
MEDLECTURE.COM, LLC
Notes to Financial Statements
September 30, 1999
1. Summary of Significant Accounting Policies (Concluded)
Organizational Costs
Organizational costs represent legal and other costs associated with
organizing and incorporating the Company and are expensed as incurred, in
accordance with SOP 98-5, "Reporting on the Costs of Start-Up Activities."
Income Taxes
The Company is a limited liability company (LLC). No provision for income
taxes has been made since the Company is not a taxable entity and the
individual members report their respective shares of the Company's income
or loss.
2. Operating Agreement
On July 19, 1999, the Company amended its Operating Agreement to reflect
changes in ownership. The agreement provides that the Company shall
allocate all profit and losses on a pro rata basis to its members in
accordance with their LLC interests. In addition, the operating agreement
provides that the Company shall continue in force and effect indefinitely,
unless certain events, as defined, occur which cause the dissolution and
liquidation of the Company. Members are not personally liable for any
debts or losses of the Company beyond their initial capital contributions.
3. Subsequent Events
On November 19, 1999, the Company merged with Acadia National Health
Systems, Inc. Prior to the merger, the Company reorganized as a
corporation registered in the State of Maine and issued 100 shares of
common stock to members of the LLC. In exchange for one hundred percent of
the outstanding shares of MedLecture.com, Inc., Acadia Group, Inc. issued
approximately five million shares of its common stock to the stockholders
of MedLecture.com, Inc.
In connection with the merger, Acadia National Health Systems, Inc.
changed its name to Acadia Group, Inc., d/b/a Acadia Business Group, Inc.,
and formed two subsidiary companies. Acadia Business Group, Inc.
operations now fall under the subsidiary named Acadia National Health
Systems, Inc. MedLecture.com, Inc. was merged with the second subsidiary,
WorldLecture.com, Inc.
Notes to Unaudited Pro Forma Financial Information
The following unaudited pro forma combining balance sheet and statement of
operations present the combined financial position and results of operations of
Acadia National Health Systems, Inc.(Acadia), and MedLecture.com, Inc.
(MedLecture), as of September 30, 1999, assuming the merger had occurred as of
this date. The accompanying pro forma information is based on historical balance
sheet data of the companies, giving effect to the transaction as a pooling of
interest.
Under generally accepted accounting principles, the transaction will be
accounted for as a pooling of interests and, as such, the assets and liabilities
of Acadia will be combined with those of MedLecture at book value. In addition,
the statements of income of Acadia will be combined with the statements of
operations of MedLecture as of the earliest period presented. The unaudited pro
forma combining statement of operations gives effect to the merger as if the
merger occurred at the beginning of the earliest period presented. The unaudited
pro forma combining balance sheet assumes the merger was consummated on
September 30, 1999.
The pro forma information presented is not necessarily indicative of the results
of operations or the combined financial position that would have resulted had
the merger been consummated at the beginning of the periods indicated, nor is it
necessarily indicative of the results of operations in future periods or the
future financial position of the combined company.
ACADIA NATIONAL HEALTH SYSTEMS, INC.
MEDLECTURE.COM, LLC
Unaudited Pro Forma Combining Balance Sheet
September 30, 1999
ASSETS
Pro Forma Pro Forma
Acadia Medlecture Adjustments Combined
Current assets
Cash $ 19,037 $ 3,202 $ - $ 22,239
Accounts receivable
and advances $1,080,881 - - 1,080,881
Income taxes
receivable 22,226 - - 22,226
Current portion of
note receivable 23,676 - - 23,676
Prepaid expenses and
other assets 116,356 - - 116,356
Deferred income
taxes 7,500 - - 7,500
Total current assets 1,269,676 3,202 - 1,272,878
Property and equipment
Computer software and
licenses 92,711 - - 92,711
Equipment 186,019 - - 186,019
Leasehold improvements 147,803 - - 147,803
Furniture and fixtures 47,128 - - 47,128
Equipment under capital
leases 295,830 - 295,830
Less accumulated 769,491 - - 769,491
depreciation 186,509 - - 186,509
Net property and
equipment 582,982 - - 582,982
Other assets
Covenant not to
compete, net of
amortization of $16,416 180,579 - - 180,579
Other intangibles, net
of amortization of
$1,261 16,331 695 - 17,026
Goodwill, net of
amortization of $18,359 66,376 - - 66,376
Organization costs, net
of amortization of
$16,421 16,279 - - 16,279
Note receivable, net of
allowance of $50,000 4,166 - - 4,166
Deferred tax asset
long term 226,000 - - 226,000
Total other assets 509,731 695 - 510,426
$2,362,389 $3,897 $ - $2,366,286
ACADIA NATIONAL HEALTH SYSTEMS, INC.
MEDLECTURE.COM, LLC
Unaudited Pro Forma Combining Balance Sheet (Concluded)
September 30, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
Pro Forma Pro Forma
Acadia MedLecture Adjustments Combined
Current liabilities
Notes payable $ 1,052,415 $ - $ - $ 1,052,415
Current portion
of long-term debt 84,300 - - 84,300
Current portion of
obligations under
capital leases 86,700 - - 86,700
Accounts payable 178,504 1,000 - 179,504
Accrued expenses 65,140 - - 65,140
Overdraft payable 1,382 - - 1,382
Total current
liabilities 1,468,441 1,000 - 1469,441
Deferred income
taxes 15,500 - - 15,500
Long-term debt,
excluding current
portion 331,943 - - 331,943
Obligations under
capital leases, excluding
current portion 84,937 - - 84,937
Total liabilities 1,900,821 1,000 - 1,901,821
Commitments
Stockholders' equity
Common stock of no
par value; authorized
50,000,000 shares;
issued and outstanding
10,377,974 shares 1,029,890 - 2,897 1,032,787
Additional paid-
in capital 41,992 - - 41,992
Accumulated deficit (610,314) - - (610,314)
Members' equity - 2,897 (2,897) -
Total stockholders'
equity 461,568 2,897 - 464,465
$ 2,362,389 $ 3,897 $ - $2,366,286
ACADIA NATIONAL HEALTH SYSTEMS, INC.
MEDLECTURE.COM, LLC
Unaudited Pro Forma Combining Statement of Operations
Year Ended September 30, 1999
Pro Forma Pro Forma
Acadia MedLecture Adjustments Combined
Revenues $2,008,010 $ - $ - $ 2,008,010
Direct expenses 760,252 - - 760,252
Gross profit 1,247,758 - - 1,247,758
Selling, general
and administrative
expenses
Salaries and benefits 1,019,300 - - 1,019,300
Professional fees 132,720 13,885 - 146,605
Administrative 200,183 1,176 - 201,359
Depreciation and
amortization 136,890 95 - 136,985
Equipment 89,989 - - 89,989
Postage 122,879 1,019 - 123,898
Occupancy 167,261 - - 167,261
Travel 50,790 1,124 - 51,914
Provision for loss
on notes and
advances receivable 111,159 - - 111,159
Provision for bad debts 7,655 - - 7,655
Total selling, general and
administrative expenses 2,038,826 17,299 - 2,056,125
Other income (expense)
Interest expense (115,830) - - (115,830)
Interest income 19,961 - - 19,961
Other income 15,263 (28) - 15,235
Loss on disposition
of assets (32,656) - - (32,656)
Total other expenses (113,262) (28) - (113,290)
Loss before income taxes (904,330) (17,327) - (921,657)
Income tax benefit (238,500) - - (238,500)
Net loss $ (665,830) $ (17,327) - $(683,157)
Net loss per common share $ (.1495) $ - $ - $ (.0696)
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