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Ascendia Brands, Inc. – ‘8-K/A’ for 12/8/99

On: Friday, 2/18/00 · For: 12/8/99 · Accession #: 950144-0-2512 · File #: 33-25900

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/18/00  Ascendia Brands, Inc.             8-K/A:7,8  12/08/99    1:30K                                    Bowne of Atlanta Inc/FA

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Virtual Academics.Com Form 8-K Amendt. #1 12/08/99    21     61K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Fiscal Year Financial Exhibits, Pro Forma Financial Information And Exhibits Independent Auditor's Report
1	1st Page - Filing Submission
2	Item 7. Financial Exhibits, Pro Forma Financial Information And Exhibits
3	Item 8. Changes in Fiscal Year
4	Independent Auditor's Report

8-K/A 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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 8 , 1999       
                                                --------------------------------

VIRTUAL ACADEMICS.COM 
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

  DELAWARE                        33-25900                75-2228820
--------------------------------------------------------------------------------
(State or other jurisdiction        (Commission File          (IRS Employer     
    or incorporation)                   Number)            Identification No.)

6421 CONGRESS AVENUE, SUITE 201, BOCA RATON, FLORIDA 33487  
--------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)  

Registrant's telephone number, including area code (561) 994-4446               
                                      ----------------

 Donnebrooke Corp.
16910 DALLAS PARKWAY, SUITE 100, DALLAS, TEXAS 75248
--------------------------------------------------------------------------------
 (Former name or former address, if changed since last report)

8-K/A 2nd Page of 21 TOC 1st Previous Next ↓Bottom Just 2nd
ITEM 7 Financial Exhibits, Pro Forma Financial Information And Exhibits.        

(a) Financial Statements and Pro Forma Financial Information  

                 The Company has included with the filing of this Amendment to
Current Report on Form 8-K (i) audited combined Balance Sheet, Statement of     
Operations, Statement of Cash Flows and Statement of Partners' Equity as of June
30, 1999 and (ii) unaudited combined statement of operations, statement of      
operations, statement of cash flows and statement of partners' equity for the   
three months ended September 30, 1999 of International Educational Group,       
L.L.C., its predecessor.                                                        

(b) Exhibits.                                                 

2 

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ITEM 8. Changes in Fiscal Year                                                  

         As of December 15, the Company determined to change its fiscal year end
to June 30 and will cover the transition period by filing a Form 10-Q.          

 SIGNATURE

      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 herein duly authorized.                                             

                VIRTUAL ACADEMICS.COM., INC.

            By: /s/ Steven Bettinger
                                      ------------------------------------------
                                     Steven Bettinger, Chief Operating Officer

Dated: February 18, 2000                                                        

3 

8-K/A 4th Page of 21 TOC 1st Previous Next ↓Bottom Just 4th

 INTERNATIONAL EDUCATIONAL GROUP, L.L.C.

 COMBINED FINANCIAL STATEMENTS

WITH

INDEPENDENT AUDITOR'S REPORT

 JUNE 30, 1999

8-K/A 5th Page of 21 TOC 1st Previous Next ↓Bottom Just 5th

 INTERNATIONAL EDUCATIONAL GROUP, L.L.C.

 JUNE 30, 1999

 TABLE OF CONTENTS

Independent Auditor's Report...........................................    2    

Combined Balance Sheet    .............................................    3    

Combined Statement of Operations.......................................    4    

Combined Statement of Cash Flows.......................................    5    

Combined Statement of Partners' Equity.................................    6    

Notes to Financial Statements.......................................... 7-11    

8-K/A 6th Page of 21 TOC 1st Previous Next ↓Bottom Just 6th

To the Partners                                                                 
International Educational Group, L.L.C.                                         

INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying combined balance sheet of International         
Educational Group, L.L.C. as of June 30, 1999 and the related combined statement
of operations for the twelve month periods ending June 30, 1999 and 1998, and   
combined statement of cash flows and the combined statement of partners' equity 
for the twelve months ended June 30, 1999. These financial statements are the   
responsibility of International Educational Group, L.L.C.'s management. My      
responsibility is to express an opinion on these financial statements based on  
my audit.                                                                       

I conducted my audit in accordance with generally accepted auditing standards.  
Those standards require that I 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. 
I believe that my audit provides a reasonable basis for my opinion.             

In my opinion, the combined financial statements referred to above present      
fairly, in all material respects, the combined financial position of            
International Educational Group, L.L.C. as of June 30, 1999 and the results of  
its operations for the twelve month periods ending June 30, 1999 and 1998 and   
its cash flows and partners' equity for the twelve months ended June 30, 1999,  
in conformity with generally accepted accounting principles.                    

Michael G. Chandross, CPA, P.A.                                                 
Pompano Beach, Florida                                                          
August 26, 1999 (except as to note 3, which is as of September 29, 1999         
and note 6, which is as of October 6, 1999)     

 2

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International Educational Group L.L.C.
 Notes to Financial Statements
September 30, 1999

The combined balance sheet as of September 30, 1999, the combined statement of  
operations and partners' equity and cash flows for the three months ended as of 
September 30, 1999 have been prepared by the Company without audit. In the      
opinion of management, all adjustments necessary to present the financial       
position, the results operations and cash flows for the periods reported have   
been made. Certain information and footnote disclosures normally included in    
financial statements prepared in accordance with generally accepted accounting  
principles have been condensed or omitted. These combined financial statements  
should be read in conjunction with the financial statements and the notes       
thereto included in the Company's annual report.                                

8-K/A 8th Page of 21 TOC 1st Previous Next ↓Bottom Just 8th
INTERNATIONAL EDUCATIONAL GROUP, L.L.C.     
COMBINED BALANCE SHEET
 JUNE 30, 1999

ASSETS

CURRENT ASSETS                                                                  
Cash and Equivalents                                             $  9,722   
Tuition Receivable, Current, net of allowance for doubtful                  
accounts of $ 67,383                                            556,541 
Prepaid Recruiting Fees, Current                                  144,403   
                                                              --------
       Total Current Assets                                   $710,666
                                                              ========
PROPERTY AND EQUIPMENT                                                          
Computer Equipment                                                 14,826   
Furniture and Fixtures                                             20,060   
                                                              --------
       Sub-total                                                34,886
                                                              --------
Less: Accumulated Depreciation                                     13,011   
                                                              --------
       Total Property and Equipment                             21,875

OTHER ASSETS                                                                    
Tuition Receivable, Non-current, net of allowance for doubtful              
accounts of $ 16,846                                            139,135 
Prepaid Recruiting Fess, Non-current                               14,311   
Security Deposits                                                   4,400   
                                                              --------

       TOTAL ASSETS                                           $890,387

LIABILITIES AND PARTNERS' EQUITY    

CURRENT LIABILITIES                                                             
Accounts Payable                                                   17,259   
Unearned Revenue, Current                                         638,387   
Accrued Recruiting Fees, Current                                  125,890   
Income Taxes Payable                                                4,427   
Other Accrued Expenses and Taxes Payable                            5,442   
                                                              --------

       Total Current Liabilities                               791,405

OTHER LIABILITIES                                                               
Unearned Revenue, Non-current                                      63,268   
Accrued Recruiting Fees, Non-current                               31,472   
                                                              --------

       Total Other Liabilities                                  94,740

PARTNERS' EQUITY                                                      4,242     
                                                              --------

       TOTAL LIABILITIES AND PARTNERS' EQUITY                 $890,387

        See Independent Accountant's Report and Notes to Financial Statements.

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 INTERNATIONAL EDUCATIONAL GROUP, L.L.C.
Combined Balance Sheet
September 30, 1999
 (Unaudited)

ASSETS

                                                                [Download Table]


                                                                            
CURRENT ASSETS                                                              
  Cash and Equivalents                                            $   49,608
  Tuition Receivable, Current, net of allowance for doubtful                
    accounts of $ 67,383 and $83,964                                 693,476
  Prepaid Recruiting Fees, Current                                   171,911
                                                                  ----------
            Total Current Assets                                     914,995
                                                                  ----------

PROPERTY AND EQUIPMENT                                                      
  Computer Equipment                                                  14,826
  Furniture and Fixtures                                              20,060
                                                                  ----------
            Sub-total                                                 34,886
  Less: Accumulated Depreciation                                      14,150
                                                                  ----------
            Total Property and Equipment                              20,736
                                                                  ----------
OTHER ASSETS                                                                
  Tuition Receivable, Non-current, net of allowance for doubtful            
    accounts of $ 16,846 and $20,991                                 173,369
  Prepaid Recruiting Fess, Non-current                                32,505
  Security Deposits                                                    4,400
                                                                  ----------
            TOTAL ASSETS                                          $1,146,005
                                                                  ----------

                    LIABILITIES AND PARTNERS' EQUITY                        

CURRENT LIABILITIES                                                         
  Accounts Payable                                                $   18,244
  Unearned Revenue, Current                                          759,999
  Accrued Recruiting Fees, Current                                   156,864
  Income Taxes Payable                                                 7,741
  Other Accrued Expenses and Taxes Payable                             8,727
                                                                  ----------
            Total Current Liabilities                                951,575
                                                                  ----------

OTHER LIABILITIES                                                           
  Unearned Revenue, Non-current                                      143,699
  Accrued Recruiting Fees, Non-current                                39,216
                                                                  ----------
            Total Other Liabilities                                  182,915
                                                                  ----------
PARTNERS' EQUITY                                                      11,515
                                                                  ----------

            TOTAL LIABILITIES AND PARTNERS' EQUITY                $1,146,005
                                                                  ----------

 The accompanying notes are an integral part of these financial statements

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 International Educational Group, L.L.C.
 Notes to Financial Statements
 June 30, 1999

Note 1 - Summary of Significant Accounting Policies                             

Nature of Business:                                                             

International Educational Group, L.L.C. (the Company) was organized as a limited
liability company under the laws of the State of New York on March 20, 1998. The
Company is the successor to International Educational Group, Inc., which was    
incorporated under the laws of the State of New York on May 1, 1995.            

The Company is the administrative and marketing arm for Barrington University,  
Inc. (Barrington), a distance learning school that provides Internet education  
to students throughout the world. The companies are under common control.       

Business is conducted under the name of Barrington University and Virtual       
Academics. The International Association of Universities and Schools and the    
Global Accreditation Association accredits Barrington; the Alabama Department of
Education licenses Barrington. The Company's administrative and sales offices   
are currently located in New York City. Pursuant to a lease entered into in     
September 1999, the Company relocated its primary sales and administrative      
offices to Boca Raton, Florida. Barrington's business is conducted in Alabama.  

Barrington also has arrangements with certain international universities that   
want to confer dual degrees (from a United States college and international     
universities) whereas, based on Barrington's approval of the curriculum, a      
degree will be issued by Barrington upon satisfactory completion of studies at  
an international university.                                                    

Accounting Principles                                                           

The financial statements and the accompanying notes are prepared in accordance  
with generally accepted accounting principles.                                  

Principles of Combination                                                       

The financial statements include the operations of Barrington University, Inc., 
a Florida Corporation, Barrington University, Inc., an Alabama Corporation,     
Barrington University, Inc., an Iowa Corporation, Spanish University of America,
Inc., International Educational Group, Inc. and International Educational Group,
L.L.C., all of which are under common control.                                  

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 International Educational Group, L.L.C.
 Notes to Financial Statements
 June 30, 1999

International Educational Group, Inc. has ceased operating and was succeeded by 
International Group, L.L.C. Barrington University, Inc. (Florida and Iowa), have
both ceased operating and were succeeded by the Alabama Corporation. All of the 
companies have December 31st year-ends.                                         

Significant intercompany transactions and balances have been eliminated         

The following  represents the capital structure of the companies included in the
combined financial statements:                                                  

Barrington University, Inc. (a Florida Corporation)                             
Authorized 7,500 shares - $1.00 par value - no longer in operation          

Barrington University, Inc. (an Alabama Corporation)                            
Authorized 7,500 shares - $1.00 par value, issued and outstanding 100 shares

Barrington University, Inc. (an Iowa Corporation)                               
Authorized 7,500 shares - $1.00 par value - no longer in operation          

Spanish University of America, Inc. (a Florida Corporation)                     
Authorized 7,500 shares - $1.00 par value, issued and outstanding 100 shares

International Educational Group, L.L.C. (a New York Limited Liability Company)  

International Educational Group, Inc. (a New York Corporation)                  
Authorized 200 shares without par value - no longer in operation.           

Cash and Equivalents:                                                           

All cash and money market accounts are reported as Cash and Equivalents.        

Property and Equipment:                                                         

Property and equipment are stated at cost and depreciated using the             
straight-line method over the estimated life of the assets ranging from five to 
seven years.                                                                    

Expenditures for major renewals and betterments that extend the useful lives of 
property and equipment are capitalized. Expenditures for maintenance and repairs
are charged to expense as incurred.                                             

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 International Educational Group, L.L.C.
 Notes to Financial Statements
 June 30, 1999

Income Taxes:                                                                   

International Educational Group, L.L.C. is a Limited Liability Company and is   
not required to pay any federal or state income tax. Income tax expense for     
Barrington University, Inc. was $6,060 for the twelve-month period ended June   
30, 1999. Income tax expense for Barrington University, Inc. and International  
Educational Group, Inc. was $2,011 for the twelve-month period ended June 30,   
1998.                                                                           

Use of Estimates:                                                               

The preparation of financial statements requires management to make certain     
estimates and assumptions that affect the reported amounts of assets,           
liabilities, revenue and expenses. An example is the provision for doubtful     
accounts, unearned revenue, and the accrued recruiting fees. Actual results may 
differ from these estimates.                                                    

Revenue Recognition                                                             

The school's curriculum is designed to allow a student to earn a degree by      
self-study. Upon registration, each student is given an identification number   
and password to begin his studies. Enrollment is completed upon the receipt of  
an initial payment at which time all of the course materials including books are
delivered to the student. 80% of the students complete the courses required to  
earn a degree during the first twelve months after making their initial payment.
The balance of the students complete their studies within twenty-four months    
after making an initial payment.                                                

Revenue is recognized when enrollment is completed. Revenue recognition is based
upon the obligation that the school has to provide services to the students. A  
twenty-four month period is used for this calculation. Unearned revenue is the  
amount of tuition that has not yet been recognized as revenue.                  

Revenue earned from affiliations with foreign universities is recognized upon   
receipt.                                                                        

At June 30, 1999 there was approximately $1,700,000 in tuition due from students
that have registered but have not made an initial payment. This tuition has not 
been recognized as revenue, nor has it been recorded as a receivable by the     
Company.                                                                        

Tuition Receivable                                                              

The school offers a variety of degree programs and students are required to     
complete payment within one year of enrollment, two year payment plans are      
offered to students with hardships. Degrees are not conferred if a student is   
not fully paid.                                                                 

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 International Educational Group, L.L.C.
 Notes to Financial Statements
 June 30, 1999

Tuition receivable is recorded when a student completes enrollment by making an 
initial payment. Tuition receivable is broken down into two categories:         

 o    Tuition Receivable - Current; is tuition due from students that is
payable within the succeeding twelve months.                

     o    Tuition Receivable - Non-current; is tuition due from students that is
payable beyond twelve months.                               

Research and Development                                                        

All costs incurred for research and development is expensed.                    

Recruiting Fees                                                                 

Students learn about the school via the Internet or are recruited through a     
worldwide network of recruiters. Recruiters are paid when the Company receives  
the tuition. In 1999 the Company expanded its network of recruiters and         
recruiting costs have increased accordingly. Recruiting fees are accrued for    
tuition receivable.                                                             

Note 2 - Other Liabilities                                                      

Other liabilities consist of the non-current portion of unearned revenue (see   
revenue recognition) based upon the Company's policy of income recognition, and 
the non-current portion of accrued recruiting fees (see accrued recruiting fees)
based upon the Company's policy of accruing recruiting fees.                    

Note 3 - Long-term Leases and Subsequent Event                                  

The Company leases its New York City sales and administrative offices under a   
lease that expires May 31, 2001. On September 29, 1999 the Company entered into 
a three-year lease for sales and administrative offices to be located in Boca   
Raton, Florida. Future minimum rental payments required under these operating   
leases are as follows:                                                          

Period Ended June 30, 2000                     $ 44,275       
Period Ended June 30, 2001                       79,863       
Period Ended June 30, 2002                       21,863       

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 International Educational Group, L.L.C.
 Notes to Financial Statements
 June 30, 1999

Rent expense for the twelve-month period ended June 30, 1999 and 1998 was       
$58,800 and $83,884 respectively.                                               

Note 4 - Related Party Transactions                                             

Significant transactions are recorded between the commonly controlled companies;
all of the intercompany transactions and balances have been eliminated. During  
1998 one of the partners was reimbursed $132,000 for start up expenses and      
$55,000 for legal fees. All of the costs were expensed upon receipt of the      
partners accounting.                                                            

Note 5 - Y2K and Factors that May Affect Future Operations                      

Computers frequently use only two digits to recognize years and on January 1,   
2000 many computer systems, as well as equipment that uses embedded computer    
chips, may be unable o distinguish between the years 1900 and 2000; if not      
remediated this problem could create system errors and failures resulting in the
disruption of normal business operations.                                       

The Company has tested, and where appropriate, modified its data processing     
equipment to be Y2K compliant. However, there may be some third parties, such as
governmental agencies, utilities, telecommunication companies, vendors,         
suppliers and customers who may not be able to continue business with the       
Company due to their own Year 2000 problems. Also, risks, associated with some  
foreign third parties may be greater since there is general concern that some   
entities operating outside the United States are not addressing Year 2000 issues
on a timely basis. There can be no assurance that any efforts made will fully   
mitigate the effect of Year 2000 issues.                                        

Note 6 - Other Business Developments                                            

On October 6, 1999 the owners of the combined companies entered into an         
agreement to acquire 4,200,000 common shares of Donnebroke Corporation for      
$325,000. Pursuant to the agreement, Donnebroke will receive all of the         
outstanding capital stock interests in Barrington University, Inc., an Alabama  
Corporation, Barrington University, Inc., a Florida Corporation, and Spanish    
University of America Foundations, Inc. Upon completion of this transaction,    
International Educational Group, L.L.C. will cease operating and Donnebroke     
Corporation will change its name to Virtual Academics.com, Inc. and be the      
successor.                                                                      

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 INTERNATIONAL EDUCATIONAL GROUP, L.L.C.
COMBINED BALANCE SHEET
SEPTEMBER 30, 1999
 (UNAUDITED)

                                                                [Download Table]
                                                                              
                                     ASSETS                                   

CURRENT ASSETS                                                                
  Cash and Equivalents                                                $ 49,608
  Tuition Receivable, Current, net of allowance for doubtful                  
    accounts of $ 65,261                                               539,010
  Prepaid Recruiting Fees, Current                                     140,054
                                                                      --------
            Total Current Assets                                       728,672
                                                                      --------

PROPERTY AND EQUIPMENT                                                        
  Computer Equipment                                                    14,826
  Furniture and Fixtures                                                20,060
                                                                      --------
            Sub-total                                                   34,886
  Less: Accumulated Depreciation                                        14,150
                                                                      --------
            Total Property and Equipment                                20,736
                                                                      --------

OTHER ASSETS                                                                  
  Tuition Receivable, Non-current, net of allowance for doubtful              
    accounts of $ 16,315                                               134,752
  Prepaid Recruiting Fees, Non-current                                  19,763
  Security Deposits                                                      4,400
                                                                      --------
            TOTAL ASSETS                                              $908,323
                                                                      ========

                        LIABILITIES AND PARTNERS' EQUITY                      

CURRENT LIABILITIES                                                           
  Accounts Payable                                                    $ 21,744
  Unearned Revenue, Current                                            619,164
  Accrued Recruiting Fees, Current                                     121,924
  Income Taxes Payable                                                   7,741
  Other Accrued Expenses and Taxes Payable                               8,727
                                                                      --------
            Total Current Liabilities                                  779,300
                                                                      --------
OTHER LIABILITIES                                                             
  Unearned Revenue, Non-current                                         87,368
  Accrued Recruiting Fees, Non-current                                  30,481
                                                                      --------
            Total Other Liabilities                                    117,849
                                                                      --------
PARTNERS' EQUITY                                                        11,174
                                                                      --------
            TOTAL LIABILITIES AND PARTNERS' EQUITY                    $908,323
                                                                      ========


The accompanying notes are an integral part of these financial statements.

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 INTERNATIONAL EDUCATIONAL GROUP, L.L.C.
COMBINED STATEMENT OF OPERATIONS AND PARTNERS EQUITY
FOR THE THREE MONTHS ENDING SEPTEMBER 30, 1999
 (UNAUDITED)

                                                                [Download Table]
                                                                       
REVENUE                                                      $ 265,311 
                                                             --------- 
COSTS AND EXPENSES                                                     
  Recruiting Fees                                               43,855 
  Other Cost of Delivering Services                             20,937 
  General and Administrative Expenses                          136,982 
  Depreciation                                                   1,139 
                                                             --------- 
             Total Costs and Expenses                          202,913 
                                                             --------- 

INCOME BEFORE INCOME TAX                                        62,398 

Income Tax Expense                                               3,314 
                                                             --------- 

NET INCOME                                                      59,084 

PARTNERS' EQUITY                                                       
  At Beginning of Period                                         4,242 
  Less: Distributions                                          (52,152)
                                                             --------- 
  At End of Period                                           $  11,174 
                                                             ========= 


The accompanying notes are an integral part of these financial statements.

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 INTERNATIONAL EDUCATIONAL GROUP, L.L.C.
COMBINED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDING SEPTEMBER 30, 1999
 (UNAUDITED)

                                                                [Download Table]
                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES                                        
  Net Profit                                                       $ 59,084 
  Adjustment to Reconcile Net Profit to Net Cash Provided                   
    by Operating Activities                                                 
           Depreciation                                               1,139 
           (Increase) Decrease in:                                          
             Tuition Receivable, Current                             17,531 
             Prepaid Recruiting Fees, Current                         4,349 
             Other Assets                                                   
                Tuition Receivable, Non-current                       4,383 
                Prepaid Recruiting Fees, Current                     (5,452)
           Increase (Decrease) in :                                         
             Accounts Payable                                         4,485 
             Unearned Revenue, Current                              (19,223)
             Accrued Recruiting Fees, Current                        (3,966)
             Income Taxes Payable                                     3,314 
             Other Accrued Expenses and Taxes Payable                 3,285 
             Other Liabilities                                              
               Unearned Revenue, Non-current                         24,100 
               Accrued Recruiting Fees, Non-current                    (991)
                                                                   -------- 
                    Net Cash Provided by Operating Activities        92,038 
                                                                   -------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                        
  Acquisition of Fixed Assets                                            -- 
                                                                   -------- 
                    Net Cash Used by Investing Activities                -- 
                                                                   -------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                        
  Distributions to Partners                                         (52,152)
                                                                   -------- 
                    Net Cash Used by Financing Activities           (52,152)
                                                                   -------- 
                    Net Decrease in Cash and Equivalents             39,886 

CASH AND EQUIVALENTS                                                        
  At Beginning of Period                                              9,722 
                                                                   -------- 
  At End of Period                                                 $ 49,608 
                                                                   ======== 

SUPPLEMENTAL DISCLOSURE                                                     
  Interest Paid                                                    $     -- 


The accompanying notes are an integral part of these financial statements.

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 VIRTUAL ACADEMICS.COM, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS

On December 8, 1999, Steven Bettinger and Robert Bettinger (the Bettingers)     
acquired 4,200,000 shares of Donnebrooke Corp. Prior to the purchase of these   
shares, Donnebrooke Corp. had 6,346,733 shares outstanding (after cancellation  
of 5,274,383 shares). Accordingly, the Bettingers will own 66% of Donnebrooke   
Corp. outstanding shares after their purchase. In connection with the purchase  
of the Donnebrooke Corp. shares, the Bettingers, also the owners of             
International Education Group, LLC (IEG) and IEG subsidiaries, Barrington       
University, Inc. (a Florida corporation), Barrington University, Inc. (an       
Alabama corporation), and Spanish University of America Foundation, Inc.,       
transferred their interest in these companies to Donnebrooke Corp. Donnebrook   
Corp. then changed its name to Virtual Academics.com, Inc.                      

Donnebrooke Corp. had no assets or operating activity; as a result, the         
transaction (the acquisition of the Donnebrooke Corp. shares and transfer of the
Bettinger-owned companies, referred to in the previous paragraph to Donnebrooke 
Corp.) is accounted for as a reverse merger and recapitalization on December 8, 
1999, for an additional 2,146,733 shares (the outstanding Donnebrooke shares) in
exchange for no assets. The 4,200,000 shares purchased by the Bettingers have   
been accounted for as if they were issued from inception of the Bettinger-owned 
companies.                                                                      

The unaudited pro forma information is presented for illustrative purposes only 
and is not indicative of future operating results or financial position.        

The pro forma information has been applied to the September 30, 1999, and June  
30, 1999, Virtual Academics.com, Inc. (formerly International Education Group,  
LLC) financial statements and should be read in conjunction with the separate   
financial statements of Virtual Academics.com, Inc., and IEG, which appear      
elsewhere herein.                                                               

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 VIRTUAL ACADEMICS.COM, INC.
 Condensed Pro Forma Balance Sheet
September 30, 1999

                                                        [Enlarge/Download Table]

                                                                          Historical    Pro Forma 
                                                                          (Unaudited)  (Unaudited)
                                                                            --------    --------  
                                                                                                  
                                     ASSETS                                                       

Current Assets                                                              $728,672    $728,672  
Property and Equipment                                                        20,736      20,736  
Other Assets                                                                 158,915     158,915  
                                                                            --------    --------  
        TOTAL ASSETS                                                        $908,323    $908,323  
                                                                            --------    --------  

                             LIABILITIES AND EQUITY                                               

Current Liabilities                                                         $779,300    $779,300  
                                                                            --------    --------  
Other Liabilities                                                            117,849     117,849  
                                                                            --------    --------  
        TOTAL LIABILITIES                                                    897,149     897,149  
                                                                            --------    --------  

                                     EQUITY                                                       

Members Equity                                                                11,174          --  
    Common Stock, $.00001 par value; 50,000,000 shares authorized;                                
        and 6,346,733 shares issued and outstanding on a pro forma basis          --          63  
Additional Paid in Capital                                                        --          --  
Retained Earnings                                                                 --      11,111  
                                                                            --------    --------  
        TOTAL EQUITY                                                          11,174      11,174  
                                                                            --------    --------  
        TOTAL LIABILITIES AND EQUITY                                        $908,323    $908,323  
                                                                            ========    ========  


 VIRTUAL ACADEMICS.COM, INC.
 Condensed Pro Forma Statement of Income

                                                        [Enlarge/Download Table]

                                                                       Three Months  
                                          For the Year Ended June 30,      Ended     
                                          ---------------------------   September 30,
                                             1999            1998          1999      
                                          ----------      -----------  --------------
                                                                                     
Revenues                                  $  773,281      $  554,596    $  265,311   

Costs and Expenses                           590,515         548,056       206,227   
                                          ----------      ----------    ----------   
Profit before Pro Forma Adjustments          182,766           6,540        59,084   

Pro Forma Ajustments                                                                 
    Provision for Income Taxes                64,000           2,300        20,700   
                                          ----------      ----------    ----------   

Pro Forma Net Income                      $  118,766      $    4,240    $   38,384   
                                          ==========      ==========    ==========   

Weighted Average Shares Outstanding        4,200,000       4,200,000     4,200,000   
                                          ==========      ==========    ==========   

Net Income Per Share - Basic and Diluted  $      .03      $      .00    $      .01   
                                          ==========      ==========    ==========   


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 VIRTUAL ACADEMICS.COM, INC.
 NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

1.     The unaudited pro forma gives effect to the issuance of 6,346,733        
 Donnebrooke Corp. shares; $.00001 par value; 4,200,000 shares since
inception; and 2,146733 shares to reflect the reverse merger and  
recapitalization.                                                 

2.     Prior to the reverse merger and recapitalization, the entity was a       
  limited liability corporation, as such, income taxes are paid by the
   owners of the entity; accordingly, a pro forma provision for taxes on
income has been calculated at a statutory rate of 35%.            

3.     The pro form income per share for basic and diluted assume 4,200,000     
shares outstanding.                                               

4.     The following represents an unaudited reconciliation of outstanding      
     shares from December 31, 1998 through the acquisition date, December 8,
1999.                                                             

Shares outstanding December 31, 1998                        38,072

March, 1999 - Issuance to controlling shareholder        3,602,300

June 30, 1999 - Sale of shares for $10,000 cash            300,000

July 29, 1999 - Shares issued for 3 for 1 forward                 
          split/dividend                                 7,880,744
                                                       -----------
                                                        11,821,116
 Cancellation of Shares                                  (5,474,383)
                                                       -----------
    Shares Outstanding - December 8, 1999                    6,346,733 (a)
                                                       ===========

(a)    At the date of acquisition 1,750,000 issued and outstanding
             Donnebrooke shares were transferred from existing shareholders to
             new shareholders for their efforts relating to the reverse merger
and recapitalization.                               

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INTERNATIONAL EDUCATIONAL GROUP L.L.C.
 NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

Note 1:                                                                         

The combined balance sheet as of September 30, 1999, the combined statement of  
operations and partners' equity and cash flows for the three months ended as of 
September 30, 1999 have been prepared by the Company without audit. In the      
opinion of management, all adjustments necessary to present the financial       
position, the results operations and cash flows for the periods reported have   
been made. Certain information and footnote disclosures normally included in    
financial statements prepared in accordance with generally accepted accounting  
principles have been condensed or omitted. These combined financial statements  
should be read in conjunction with the financial statements and the notes       
thereto included in the Company's annual report.                                

Note 2:                                                                         

The financial statements include a group of companies that are under common     
control. Income tax resulting from the profits of the limited liability company 
is accrued at the partners level. The income tax shown on the financial         
statements represents the income tax on the C Corporations.                     

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

	5/31/01	13
	6/30/00	13		10KSB, 10KSB/A, NT 10-K
Filed on:	2/18/00	3
	1/1/00	14
For Period End:	12/8/99	18	20	8-K
	10/6/99	6	14
	9/30/99	2	21	10-Q
	9/29/99	6	13
	8/26/99	6
	7/29/99	20
	6/30/99	2	20	10-Q
	12/31/98	20		10-K
	6/30/98	6	14	10-Q
	3/20/98	10
	5/1/95	10
				List all Filings

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Filing Submission 0000950144-00-002512 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ascendia Brands, Inc. – ‘8-K/A’ for 12/8/99

On: Friday, 2/18/00 · For: 12/8/99 · Accession #: 950144-0-2512 · File #: 33-25900

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Amendment to Current Report — Form 8-KFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
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