Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2011 | Apr. 30, 2015 | Jun. 30, 2011 | |
Document And Entity Information | |||
Entity Registrant Name | Virtual Learning Company, Inc. | ||
Entity Central Index Key | 1518336 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-11 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $0 | ||
Entity Common Stock, Shares Outstanding | 15,350,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2011 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2011 | Dec. 31, 2010 |
CURRENT ASSETS | ||
Cash and cash equivalents | $82 | $18,573 |
PROPERTY AND EQUIPMENT, net | 2,180 | 3,159 |
OTHER ASSETS | ||
Capitalized curriculum development costs | 246,000 | 274,000 |
Total assets | 248,262 | 295,732 |
CURRENT LIABILITIES | ||
Accrued liabilities | 20,000 | |
Corporate State taxes payable | 660 | |
Officer loan payable | 3,036 | 1,640 |
Total current liabilities | 23,696 | 1,640 |
STOCKHOLDERS' EQUITY | ||
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of December 31, 2011 and 2010, there are no shares outstanding | ||
Common stock; 70,000,000 shares authorized, $.001 par value, as of December 31, 2011 and 2010, there are 15,350,000 and 15,350,000 shares outstanding, respectively | 15,350 | 15,350 |
Additional paid-in capital | 1,100,650 | 1,088,650 |
Deficit accumulated during the development stage | -891,434 | -809,908 |
Net stockholders' equity | 224,566 | 294,092 |
Total liabilities and stockholders' equity | $248,262 | $295,732 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2011 | Dec. 31, 2010 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares outstanding | 15,350,000 | 15,350,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 31 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | |
Income Statement [Abstract] | |||
Revenue | |||
Operating Expenses | |||
Selling, general and administrative | 40,547 | 8,540 | 49,459 |
Common stock issued for consulting fees | 600,000 | ||
Common stock issued for legal fees | 40,000 | 120,000 | 240,000 |
Depreciation and amortization | 979 | 696 | 1,975 |
Total operating expenses | 81,526 | 129,236 | 891,434 |
Loss from operations | -81,526 | -129,236 | -891,434 |
Other income/deductions | |||
Net loss | ($81,526) | ($129,236) | ($891,434) |
Basic and diluted loss per common share | ($0.01) | ($0.01) | |
Weighted average shares outstanding | 15,350,000 | 14,750,000 |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid In Capital [Member] | Deficit Accumulated During The Development Stage [Member] | Total |
Balance at Jan. 05, 2009 | ||||
Common stock issued to founder for cash | $10,000 | $10,000 | ||
Common stock issued to founder for cash, shares | 10,000,000 | |||
Issuance of common stock for capitalized curriculum development costs | 700 | 139,300 | 140,000 | |
Issuance of common stock for capitalized curriculum development costs, shares | 700,000 | |||
Issuance of common stock for consulting fees | 3,000 | 597,000 | 600,000 | |
Issuance of common stock for consulting fees, shares | 3,000,000 | |||
Issuance of common stock for legal fees | -400 | -79,600 | -80,000 | |
Issuance of common stock for legal fees, shares | 400,000 | |||
Contributed services for Capitalized Curriculum development costs | 12,000 | 12,000 | ||
Balance at Dec. 31, 2009 | 14,100 | 827,900 | -680,672 | 161,328 |
Balance, shares at Dec. 31, 2009 | 14,100,000 | |||
Common stock issued to founder for cash | 100 | 19,900 | 20,000 | |
Common stock issued to founder for cash, shares | 100,000 | |||
Issuance of common stock for capitalized curriculum development costs | 550 | 109,450 | 110,000 | |
Issuance of common stock for capitalized curriculum development costs, shares | 550,000 | |||
Issuance of common stock for consulting fees | ||||
Issuance of common stock for legal fees | 600 | 119,400 | 120,000 | |
Issuance of common stock for legal fees, shares | 600,000 | |||
Contributed services for Capitalized Curriculum development costs | 120,000 | 120,000 | ||
Net loss for the year ended | -129,236 | -129,236 | ||
Balance at Dec. 31, 2010 | 15,350 | 1,088,650 | -809,908 | 294,092 |
Balance, shares at Dec. 31, 2010 | 15,350,000 | |||
Issuance of common stock for capitalized curriculum development costs | ||||
Issuance of common stock for consulting fees | ||||
Issuance of common stock for legal fees | 200 | 39,800 | 40,000 | |
Issuance of common stock for legal fees, shares | 200,000 | |||
Contributed services for Capitalized Curriculum development costs | 12,000 | 12,000 | ||
Cancellation of Common stock issued in 2009 for capitalized curriculum development costs | -200 | -39,800 | -40,000 | |
Cancellation of Common stock issued in 2009 for capitalized curriculum development costs, shares | -200,000 | |||
Net loss for the year ended | -81,526 | -81,526 | ||
Balance at Dec. 31, 2011 | ($81,526) | $1,100,650 | ($891,434) | $224,566 |
Balance, shares at Dec. 31, 2011 | 15,350,000 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 31 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | |
OPERATING ACTIVITIES | |||
Net loss | ($81,526) | ($129,236) | ($891,434) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 979 | 696 | 1,975 |
Issuance of common stock for consulting services | 600,000 | ||
Issuance of common stock for legal fees | 40,000 | 120,000 | 240,000 |
Changes in operating assets and liabilities: | |||
Accrued liabilities | 20,000 | 20,000 | |
Corporate State taxes payable | 660 | 660 | |
Net cash used in operating activities | -19,887 | -8,540 | -28,799 |
INVESTING ACTIVITIES | |||
Property and equipment | -1,155 | -4,155 | |
FINANCING ACTIVITIES | |||
Proceeds from officer loan payable | 9,646 | 9,040 | 37,186 |
Repayments of officer loan payable | -8,250 | -22,800 | -34,150 |
Issuance of common stock for cash | 20,000 | 30,000 | |
Net cash provided by financing activities | 1,396 | 6,240 | 33,036 |
NET INCREASE (DECREASE) IN CASH | -18,491 | -3,455 | 82 |
CASH BALANCE, BEGINNING OF PERIOD | 18,573 | 22,028 | |
CASH BALANCE, END OF PERIOD | 82 | 18,573 | 82 |
Supplemental Disclosures of Cash Flow Information: | |||
Interest expense | |||
Income taxes | |||
Non Cash investing and financing activities: | |||
Issuance of common stock for capitalized curriculum development costs | 110,000 | 250,000 | |
Contributed services for capitalized curriculum development costs | 12,000 | 12,000 | 36,000 |
Cancellation of Common stock issued in 2009 for capitalized curriculum development costs | ($40,000) | ($40,000) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2011 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | 1 - Summary of Significant Accounting Policies | ||
Nature of Operations | |||
The Virtual Learning Company, Inc. (“Virtual Learning”) was incorporated on January 6, 2009 as a Nevada corporation with 75,000,000 shares of capital stock authorized, of which 70,000,000 shares are common shares ($.001 par value), and 5,000,000 shares are preferred shares ($.001 par value). | |||
Virtual Learning is a subscription based software as a service (“SaaS”) provider of education products. Virtual Learning provides instruction, practice, assessments, and productivity tools that improve the performance of educators and students via proprietary web-based platforms at www.mathisbasic.com, www.scienceisbasic.com and www.readingisbasic.com. | |||
Virtual Learning is also a producer of a series of practice workbooks published on CD, DVD formatted disc and USB Drives and in the ePub format which has been sold through Barnes and Noble’s Nook and Amazon’s Kindle commencing in 2012. | |||
Basis of Presentation/Going Concern | |||
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These standards contemplate continuation of Virtual Learning as a going concern. | |||
As of December 31, 2011, Virtual Learning had $82 cash and negative working capital of $23,614. For the years ended December 31, 2011 and 2010, Virtual Learning had no revenues and sustained net losses of $81,526 and $129,236, respectively. These factors raise substantial doubt about Virtual Learning’s ability to continue as a going concern. Virtual Learning has also capitalized an aggregate of $246,000 and $274,000 of stock-based and contributed curriculum development costs as of December 31, 2011 and December 31, 2010, respectively. The recovery of these asset costs and continuation of future operations are dependent upon Virtual Learning’s ability to obtain additional debt or equity capital and its ability to generate revenues sufficient to continue pursuing its business purposes. Virtual Learning is pursuing financing to fund future operations. | |||
Virtual Learning is subject to a number of risks similar to those of other development stage enterprises. These risks include, but are not limited to, rapid technological change, dependence on key personnel, competing new product introductions and other activities of competitors, the successful development and marketing of its products, and the need to obtain adequate additional capital necessary to fund future operations. | |||
From its inception on January 6, 2009 to December 31, 2011, Virtual Learning has devoted its efforts principally to creating initial computer software products, research and development, and the accumulation of content for additional titles, business development activities, and raising capital. As a result, Virtual Learning has been considered a development stage enterprise for the periods presented. Virtual Learning’s accumulated deficit during the development stage (the period from inception (January 6, 2009) through December 31, 2011 and December 31, 2010) equals $891,434 and $809,908, respectively. | |||
There is no assurance that Virtual Learning can reverse its operating losses, or that it can raise additional capital to allow it to continue its planned future operations. These factors raise additional substantial doubt about Virtual Learning’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary from an unfavorable resolution of this uncertainty. | |||
On June 2, 2011, Virtual Learning filed a registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended, to offer an aggregate of up to 1,000,000 shares of common stock at $.50 per share for an aggregate offering of $500,000. On August 10, 2011, Virtual Learning’s S-1 registration became effective and on December 30, 2011, Virtual Learning’s Post Effective Amendment No. 2 to Form S-1 became effective . The offering was terminated in 2012 with the sale of an aggregate of 2,100 shares of common stock to 19 individuals for an aggregate consideration of $1,050 or $.50 per share. | |||
Property and Equipment | |||
Property and equipment is presented at stated value upon contribution or at the cost of acquisition. Depreciation is provided using the straight-line method over an estimated useful life of five years. Repairs and maintenance costs are expensed as incurred, and renewals and betterments are capitalized. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles .generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. | |||
On an ongoing basis, Virtual Learning’s management evaluates its estimates, including those related to revenue recognition, the need for an allowance for uncollectible accounts receivable, the need for recognition of an impairment allowance for capitalized curriculum development costs, useful lives of intangible assets and property and equipment, deemed value of common stock for the purpose of determining stock-based compensation, and income taxes, among others. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | |||
Virtual Learning’s management (board of directors) determines the value assigned to shares of common stock in the absence of a public market for these shares. | |||
Fair Value of Financial Instruments | |||
Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. In determining fair value, GAAP establishes a three-level hierarchy used in measuring fair value, as follows: | |||
● | Level 1 inputs are quoted prices available for identical assets and liabilities in active markets. | ||
● | Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data. | ||
● | Level 3 inputs are less observable and reflect our own assumptions. | ||
Our financial instruments consist of cash and cash equivalents, and accounts payable. The carrying amount of cash and cash equivalents and accounts payable approximates fair value because of their short maturities. We may adjust the carrying amount of certain nonfinancial assets to fair value on a non-recurring basis when they are impaired. No such adjustments were made in years ended December 31, 2011 and 2010. | |||
Capitalized Curriculum Development Costs | |||
Virtual Learning internally develops curriculum, which is primarily provided as web content and accessed via the Internet. Virtual Learning also creates textbooks and other offline materials. | |||
Virtual Learning capitalizes curriculum development costs incurred during the application development stage in accordance with accounting principles generally accepted in the United States of America. These principles provide guidance for the treatment of costs associated with computer software development and defines those costs to be capitalized and those to be expensed. Costs that qualify for capitalization are external direct costs, payroll, and payroll-related expenses. Costs related to general and administrative functions are not capitalized and are expensed as incurred. Virtual Learning capitalizes curriculum development costs when the projects under development reach technological feasibility. Many of our new courses are leveraged off proven delivery platforms and are primarily content, which has no technological hurdles. As a result, a significant portion of our courseware development costs qualify for capitalization due to the concentration of our development efforts on the content of the courseware. | |||
Technological feasibility is established when we have completed all planning, designing, coding, and testing activities necessary to establish that a course can be produced to meet its design specifications. Capitalization ends when a course is available for general release to our customers, at which time amortization of the capitalized costs begins. The period of time over which these development costs will be amortized is generally five years. This is consistent with the capitalization period used by others in our industry and corresponds with our product development lifecycle. | |||
Total capitalized curriculum development costs are $246,000 as of December 31, 2011. These incurred capitalized costs were $12,000, $120,000 and $152,000, for the year ended December 31, 2011, for the year ended December 31, 2010, and from inception (January 6, 2009) through December 31, 2009, respectively. The asset balance at December 31, 2011 also reflects a reduction of $40,000 for the cancellation of 200,000 shares of common stock issued in 2009 to a programmer whose work product was considered unsatisfactory. These amounts are recorded in the accompanying balance sheets, net of amortization and impairment charges. From inception (January 6, 2009) to December 31, 2011, no amortization or impairment charges have been recorded. | |||
Cash and Cash Equivalents | |||
All liquid investments with stated maturities of three months or less from date of purchase are classified as cash equivalents; all liquid investments with stated maturities of greater than three months are classified as short-term investments. | |||
Revenue Recognition | |||
Revenue will be recognized when all of the following conditions are satisfied: there is persuasive evidence of an arrangement, the customer has access to full use of the product, the collection of the fees is reasonably assured, and the amount of the fees to be paid by the customer is fixed or determinable. | |||
Revenue generated from the Company’s subscription based learning service will be recognized when all of the following conditions are satisfied: there is persuasive evidence of an arrangement, the customer has access to full use of the product, the collection of the fees is reasonably assured, and the amount of the fees to be paid by the customer is fixed or determinable. | |||
Revenue from customer subscriptions will be recognized ratably over the subscription term beginning on the commencement date of each subscription. The average subscription term is twelve (12) months for our products, and all subscriptions are on a non-cancelable basis. When additional months are offered as a promotional incentive, those months are part of the subscription term. As part of their subscriptions, customers generally benefit from new features and functionality with each release at no additional cost. | |||
Although our membership contracts are generally non-cancelable, customers have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term. In the event a customer cancels its contract, they are not entitled to a refund for prior services we have provided to them. | |||
Customer support is provided to customers following the sale at no additional charge and at a minimal cost per call. | |||
Virtual Learning does not incur significant up-front costs related to providing its products and services and therefore does not defer any expenses. | |||
Revenue from the sale of CD’s or DVD’s and other materials will be recognized when shipped or available to the customer in a downloadable format. | |||
Income Taxes | |||
Virtual Learning accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in the provision for income tax in the statements of operations. Virtual Learning evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance when realization of the assets is not reasonably assured. | |||
Virtual Learning recognizes in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. | |||
Net Income (Loss) Per Common Share | |||
Basic net income (Basic net loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. | |||
Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period (none for the periods presented). | |||
Recent Accounting Pronouncements | |||
In June 2011, the Financial Accounting Standards Board (“FASB”) issued amended standards that eliminated the option to report other comprehensive income in the statement of stockholders’ equity and require companies to present the components of net income and other comprehensive income as either one continuous statement of comprehensive income or two separate but consecutive statements. The amended standards do not affect the reported amounts of comprehensive income. In December 31, 2011, the FASB deferred the requirement to present components of reclassifications of other comprehensive income on the face of the income statement that had previously been included in the June 2011 amended standard. These amended standards are to be applied retrospectively for interim and annual periods beginning after December 15, 2011. The company adopted these standards on January 1, 2012 and the adoption will not impact the company’s financial results or disclosures, but will have an impact on the presentation of comprehensive income. | |||
In September 2011, the FASB issued amended standards to allow entities the option to first perform a qualitative assessment as to whether goodwill impairment indicators exist, before undertaking the existing two-step test. The objective of the qualitative assessment is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is more likely than not, the two-step test must still be performed. | |||
The amended standards are intended to reduce costs of evaluating annual goodwill impairment. These amended standards are to be applied for annual periods beginning after December 15, 2011, with early adoption permitted. The company elected to early adopt these standards in the year ended December 31, 2011, and the adoption did not have any effect on the company’s financial results or disclosures. | |||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interests Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 removes the financial reporting distinction between development stage entities and other reporting entities and eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company is required to adopt this new standard on a retrospective basis for the year ending December 31, 2015, and interim periods therein; however, early application is permitted. Other than simplifying the presentation of the financial statements and disclosures needed to be made by the Company, the Company believes that the adoption of ASU 2014-10 will not materially affect its financial statements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2011 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 2 - Property and Equipment | ||||||||
Property and equipment is summarized as follows: | |||||||||
31-Dec-11 | December 31, 2010 | ||||||||
Office equipment | $ | 4,155 | $ | 4,155 | |||||
Less: Accumulated depreciation | 1,975 | 996 | |||||||
Property and Equipment- net | $ | 2,180 | $ | 3,159 | |||||
Depreciation expense for the years ended December 31, 2011 and 2010 and from inception (January 6, 2009) through December 31, 2011 was $979, $696 and $1,975 respectively. |
Capitalized_Curriculum_Develop
Capitalized Curriculum Development Costs | 12 Months Ended | ||||||||
Dec. 31, 2011 | |||||||||
Capitalized Curriculum Development Costs | |||||||||
Capitalized Curriculum Development Costs | 3 - Capitalized Curriculum Development Costs | ||||||||
Capitalized curriculum development costs is summarized as follows: | |||||||||
31-Dec-11 | 31-Dec-10 | ||||||||
Common stock issued to individuals for services relating to curriculum development | $ | 210,000 | $ | 250,000 | |||||
Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development | 36,000 | 24,000 | |||||||
Total costs | 246,000 | 274,000 | |||||||
Less accumulated amortization | - | - | |||||||
Net | $ | 246,000 | $ | 274,000 | |||||
As described in Note 1 above, amortization of the capitalized curriculum development costs begins when the courses become available for sale to customers (which occurred in September 2012). | |||||||||
Virtual Learning tests for impairment annually. At December 31, 2011 and 2010, the Company’s estimates of future undiscounted cash flows from the courses exceeded the carrying amounts of the capitalized curriculum development costs ($246,000 and $274,000, respectively) and therefore no impairment was recognized. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2011 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4 - Related Party Transactions |
On February 17, 2009, Virtual Learning issued an aggregate of 10,000,000 shares of common stock valued at $.001 per share to Thomas P. Monahan, President, in consideration for cash of $10,000. | |
At December 31, 2011 and 2010, Virtual Learning was obligated to its president Thomas P. Monahan for cash advances and credit card payments on behalf of the Company, net of amounts repaid, in the amounts of $3,036 and $1,640 respectively. The liability is non-interest bearing and due on demand. | |
Virtual Learning occupies office space rent free from its president on a month to month basis at 60 Knolls Crescent, Apartment 9M, Bronx, New York 10463. | |
Thomas P. Monahan, President of Virtual Learning, provides services relating to curriculum development at no cost to the Company. The imputed cost of these services ($12,000, $12,000 and $12,000 for the years ended December 31, 2011 and 2010 and for the period from inception (January 6, 2009) to December 31, 2009, respectively) were charged to Capitalized Curriculum Development Costs and credited to Additional Paid-in Capital. |
Deferred_Income_Taxes
Deferred Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2011 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Deferred Income Taxes | 5 - Deferred Income Taxes | ||||||||
For the years ended December 31, 2011 and 2010 and for the period from inception (January 6, 2009) to December 31, 2009, Virtual Learning incurred net operating losses for income tax reporting purposes of $41,526, $9,236 and $672, respectively. These net operating losses expire in years 2031, 2030 and 2029, respectively. The significant components of Virtual Learning’s deferred tax asset as of December 31, 2011 and 2010 are as follows: | |||||||||
December 31, | |||||||||
2011 | 2010 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 18,002 | $ | 3,468 | |||||
Valuation allowance | (18,002 | ) | (3,468 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax asset will not be realized. At December 31, 2011 and 2010, a valuation allowance for the full amount of the net deferred tax asset was maintained. | |||||||||
The Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). This Interpretation clarifies accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. FIN 48 establishes guidelines for recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has not made any adjustments, and there is no impact, as a result of the adoption of this interpretation. The Company reports interest and penalties associated with its tax positions, if any, as interest expense. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2011 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6 - Commitments and Contingencies |
In March 2009, Virtual Learning entered into certain agreements for curriculum development with three individuals for services in video production and the design of high school and college level math courses. The agreements provide for the payment of 5% royalties each on net revenues up to $1,000,000 and a 5% royalty on net revenues in excess of $1,000,000 on projects in which they directly participated and have made material contributions. | |
In May 2010, the agreement with one individual was rescinded for non-performance. The stock certificate for 200,000 shares was returned to Virtual Learning in 2011 and canceled. In addition, the parties signed mutual releases. | |
In May 2010, the agreement with another individual was superseded by an updated agreement under similar terms and conditions. |
Common_Stock_Issuances
Common Stock Issuances | 12 Months Ended |
Dec. 31, 2011 | |
Equity [Abstract] | |
Common Stock Issuances | 7 - Common Stock Issuances |
On February 17, 2009, Virtual Learning issued 10,000,000 shares of common stock at par value ($.001 per share) to Thomas P. Monahan, President, in exchange for cash of $10,000. | |
On March 31, 2009, Virtual Learning issued an aggregate of 700,000 shares of common stock to four individuals for services relating to curriculum development. The 700,000 shares were valued at $140,000 (or $.20 per share), which amount was charged to “Capitalized Curriculum Development Costs” (See Note 3) in 2009. | |
On March 31, 2009, Virtual Learning issued 3,000,000 shares of common stock to Dr. John Swint for services. The 3,000,000 shares were valued at $600,000 (or $.20 per share), which amount was expensed and included in “Common Stock issued for consulting fees” in the accompanying Statements of Operations in 2009. | |
On March 31, 2009, Virtual Learning issued 400,000 shares of common stock to Mr. Roger Fidler for legal services. The 400,000 shares were valued at $80,000 (or $.20 per share), which amount was expensed and included in “Common stock issued for legal fees” in the accompanying Statements of Operations in 2009. | |
In March 2010, Virtual Learning issued 100,000 shares of common stock for a cash price of $20,000 at $.20 per share to one individual. | |
In June 2010, Mr. Roger Fidler received an additional 600,000 shares of common stock for legal services. The 600,000 shares were valued at $120,000 (or $.20 per share), which amount was expensed and included in “Common stock issued for legal fees” in the accompanying Statements of Operations in 2010. | |
In June 2010, Virtual Learning issued an aggregate of 550,000 shares of common stock to four individuals for services relating to curriculum development. The 550,000 shares were valued at $110,000 (or $.20 per share), which amount was charged to “Capitalized Curriculum Development Costs” (See Note 3) in 2010. | |
In October 2011, an agreement with one individual was rescinded for non-performance. The stock certificate for 200,000 shares was returned to Virtual Learning and canceled. The 200,000 shares were valued at $40,000 (or $.20 per share), which amount was credited to “Capitalized Curriculum Costs” (See Note 3) in 2011. | |
In December 2011, Virtual Learning issued an additional 200,000 shares of common stock to Mr. Roger Fidler for legal services. The 200,000 shares were valued at $40,000 (or $.20 per share), which amount was expensed and included in “Common stock issued for legal fees” in the accompanying Statements of Operations in 2011. | |
Virtual Learning’s management (board of directors) determines the value assigned to shares of common stock issued in non-cash transactions in the absence of a public market for these shares. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2011 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8 - Subsequent Events |
Public Offering | |
In December 2012, Virtual Learning’s public offering of up to 1,000,000 shares of common stock at $.50 per share (See Note 1) terminated. An aggregate of 2,100 shares of stock were sold for $1,050. | |
Write off of Capitalized Curriculum Development Costs | |
In December 2012, Virtual Learning recorded an expense of $90,000 to reduce the balance of Capitalized Curriculum Development Costs from $254,000 to $164,000. The writeoff relates to work performed by three consultants (who had received a total of 450,000 shares of common stock valued at $90,000 for their services) on programs that the Company decided to stop supporting. | |
Issuance of Common Stock for Consulting Services | |
In June 2013, Virtual Learning issued an aggregate of 550,000 shares of common stock to five individuals for consulting and other services. The 550,000 shares were valued at $110,000 (or $.20 per share), which amount will be expensed in the three months ended June 30, 2013. | |
Trademark Abandoned | |
In March 2014, the Company’s Learning is Basic trademark was cancelled by the United States Patent and Trademark Office. The Company continues to use its Shapeville USA trademark and other URL’s that the Company owns such as Math is Basic, Science is Basic and Reading is Basic to identify its educational software products. | |
Convertible Promissory Notes | |
In October and November, 2014, Virtual Learning received cash loans from three individuals and one entity totaling $40,000. The loans bear interest at 15% per annum and are due one year from the date of receipt. The lenders have the right to convert all or part of the principal and interest into Virtual Learning common stock at a price of $.20 per share. | |
As an inducement to make the loans, Virtual Learning promised to issue the lenders an aggregate of 200,000 shares of Virtual Learning common stock (which were issued and delivered to the lenders in January 2015). | |
Issuance of Common Stock for Legal Services | |
In February 2015, Virtual Learning issued 200,000 shares of common stock to Mr. Roger Fidler for legal services. The 200,000 shares were valued at $40,000 (or $.20 per share). |