Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 30, 2015 | Jun. 30, 2013 | |
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-13 | ||
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 | 15,902,100 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2013 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ||
Cash and cash equivalents | $177 | $210 |
PROPERTY AND EQUIPMENT, net | 779 | |
OTHER ASSETS | ||
Capitalized curriculum development costs | 120,267 | 153,067 |
Total assets | 120,444 | 154,056 |
CURRENT LIABILITIES | ||
Accrued liabilities | 20,000 | 20,000 |
Corporate State taxes payable | 1,140 | 480 |
Officer loan payable | 6,701 | 6,333 |
Total current liabilities | 27,841 | 26,813 |
STOCKHOLDERS' EQUITY | ||
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of December 31, 2013 and 2012, there are no shares outstanding | ||
Common stock; 70,000,000 shares authorized, $.001 par value, as of December 31, 2013 and 2012, there are 15,902,100 and 15,352,100 shares outstanding, respectively | 15,902 | 15,352 |
Additional paid-in capital | 1,219,148 | 1,109,698 |
Accumulated deficit | -1,142,447 | -997,807 |
Net stockholders' equity | 92,603 | 127,243 |
Total liabilities and stockholders' equity | $120,444 | $154,056 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
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 | 15,902,100 | 15,352,100 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ||
Revenue | $1,155 | $132 |
Operating Expenses | ||
Selling, general and administrative | 2,216 | 4,172 |
Write down of Capitalized Curriculum Development Costs | 90,000 | |
Common stock issued for consulting services | 110,000 | |
Depreciation and amortization | 33,579 | 12,333 |
Total operating expenses | 145,795 | 106,505 |
Loss from operations | -144,640 | -106,373 |
Other income/deductions | ||
Net loss | ($144,640) | ($106,373) |
Basic and diluted loss per common share | ($0.01) | ($0.01) |
Weighted average shares outstanding | 15,627,100 | 15,350,000 |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2011 | $15,350 | $1,100,650 | ($891,434) | $224,566 |
Balance, shares at Dec. 31, 2011 | 15,350,000 | |||
Issuance of common stock for cash | 2 | 1,048 | 1,050 | |
Issuance of common stock for cash, shares | 2,100 | 2,100 | ||
Issuance of common stock for consulting fees | 8,000 | 8,000 | ||
Issuance of common stock for Consulting services | ||||
Net loss for the year ended | -106,373 | -106,373 | ||
Balance at Dec. 31, 2012 | 15,352 | 1,109,698 | -997,807 | 127,243 |
Balance, shares at Dec. 31, 2012 | 15,352,100 | |||
Issuance of common stock for Consulting services | 550 | 109,450 | -110,000 | |
Issuance of common stock for Consulting services, shares | 550,000 | |||
Net loss for the year ended | -144,640 | -144,640 | ||
Balance at Dec. 31, 2013 | $15,902 | $1,219,148 | ($1,142,447) | $92,603 |
Balance, shares at Dec. 31, 2013 | 15,902,100 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
OPERATING ACTIVITIES | ||
Net loss | ($144,640) | ($106,373) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 33,579 | 12,333 |
Write down of Capitalized Curriculum Development Costs | 90,000 | |
Issuance of common stock for consulting services | 110,000 | |
Changes in operating assets and liabilities: | ||
Corporate State taxes payable | 660 | -180 |
Net cash used in operating activities | -401 | -4,220 |
INVESTING ACTIVITIES | ||
Property and equipment | ||
FINANCING ACTIVITIES | ||
Proceeds from officer loan payable | 1,517 | 5,548 |
Repayments of officer loan payable | -1,149 | -2,250 |
Issuance of common stock for cash | 1,050 | |
Net cash provided by financing activities | 368 | 4,348 |
NET INCREASE (DECREASE) IN CASH | -33 | 128 |
CASH BALANCE, BEGINNING OF PERIOD | 210 | 82 |
CASH BALANCE, END OF PERIOD | 177 | 210 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest expense | ||
Income taxes | ||
Non Cash investing and financing activities: | ||
Contributed services for capitalized curriculum development costs | $0 | $8,000 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | 1 - Summary of Significant Accounting Policies | ||
Nature of Operations | |||
The Virtual Learning Company, Inc. (“Virtual Learning”) was incorporated on January 6, 2009 as a Nevada corporation with 75,000,000 shares of capital stock authorized, of which 70,000,000 shares are common shares ($.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, 2013, Virtual Learning had cash of $177 and negative working capital of $27,664. For the years ended December 31, 2013 and 2012, Virtual Learning had revenues of $1,155 and $132, respectively, and sustained net losses of $144,640 and $106,373, respectively. These factors raise substantial doubt about Virtual Learning’s ability to continue as a going concern. Virtual Learning has also unamortized capitalized stock-based and contributed curriculum development costs as of December 31, 2013 and 2012 of $120,267 and $153,067, 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. | |||
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, 2013 and 2012. | |||
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. | |||
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 is 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 is 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 July 2012, the FASB issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which provides authoritative guidance on application of the impairment model for indefinite-lived intangible assets. This accounting updated permits an entity to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that indefinite-lived intangible assets are impaired as part of its annual assessment. This guidance becomes effective for the Company beginning on July 1, 2012. The Company does not expect the guidance to impact its financial statements. | |||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, Income Taxes (Topic 740). The objective of this guidance is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective for reporting periods beginning after December 15, 2013, with early adoption permitted. The Company adopted this guidance during the three months ended September 30, 2013. The adoption of this guidance did not result in any material impact to the Company’s financial statements. | |||
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220). The objective of this guidance is to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. This guidance became effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted this guidance on January 1, 2013. The adoption of this guidance did not result in any material impact to the Company’s financial statements. | |||
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. The Company has adopted this standard on January 1, 2012. 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 has not materially affected its financial statements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 2 - Property and Equipment | ||||||||
Property and equipment is summarized as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Office equipment | $ | 4,155 | $ | 4,155 | |||||
Less: Accumulated depreciation | (4,155 | ) | (3,376 | ) | |||||
Property and Equipment - net | $ | -0- | $ | 779 | |||||
Depreciation expense for the years ended December 31, 2013 and 2012 was $779 and $1,400, respectively. |
Capitalized_Curriculum_Develop
Capitalized Curriculum Development Costs | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Capitalized Curriculum Development Costs | |||||||||
Capitalized Curriculum Development Costs | 3 - Capitalized Curriculum Development Costs | ||||||||
Capitalized curriculum development costs is summarized as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Common stock issued to individuals for services relating to curriculum development | $ | 120,000 | $ | 120,000 | |||||
Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development | 44,000 | 44,000 | |||||||
Total costs | 164,000 | 164,000 | |||||||
Less accumulated amortization | (43,733 | ) | (10,933 | ) | |||||
Net | $ | 120,267 | $ | 153,067 | |||||
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, 2013 and 2012, the Company’s estimates of future undiscounted cash flows from the courses exceeded the carrying amounts of the capitalized curriculum development costs ($120,267 and $153,067, respectively) and therefore no impairment was recognized. | |||||||||
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 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. | |||||||||
For the years ended December 31, 2013 and 2012, additions to Capitalized Curriculum Development Costs were $-0- and $8,000, respectively. | |||||||||
For the years ended December 31, 2013 and 2012, amortization of Capitalized Curriculum Development Costs were $32,800 and $10,933, respectively. | |||||||||
At December 31, 2013, expected future amortization expense of Capitalized Curriculum Development Costs Follows: | |||||||||
Year ended | Amount | ||||||||
December 31, | |||||||||
2014 | $ | 32,800 | |||||||
2015 | $ | 32,800 | |||||||
2016 | $ | 32,800 | |||||||
2017 | $ | 21,867 | |||||||
Total | $ | 120,267 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4 - Related Party Transactions |
At December 31, 2013 and 2012, 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 $6,701 and $6,333 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 of $-0- and $8,000, respectively, were charged to Capitalized Curriculum Development Costs and credited to Additional Paid-in Capital. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 5 - Income Taxes | ||||||||
The provisions for (benefit from) income taxes differ from the amounts computed by applying the statutory United States Federal income tax rate of 35% to income (loss) before income taxes. | |||||||||
The sources of the difference follow: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Expected tax at 35% | $ | (50,624 | ) | $ | (37,231 | ) | |||
Non-deductible stock-based compensation | 38,500 | - | |||||||
Non-deductible write down of Capitalized Curriculum Development Costs | - | 31,500 | |||||||
Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs | 11,480 | 3,827 | |||||||
Change in valuation allowance | 644 | 1,904 | |||||||
Provision for (benefit from) income taxes | $ | - | $ | - | |||||
The significant components of Virtual Learning’s deferred tax asset as of December 31, 2013 and 2012 are as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 20,550 | $ | 19,906 | |||||
Valuation allowance | (20,550 | ) | (19,906 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $20,550 attributable to the future utilization of $58,714 of net operating loss carryforwards will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred tax asset in the financial statements at December 31, 2013. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforwards expire $672 in year 2029, $9,236 in year 2030, $41,526 in year 2031, $5,440 in year 2032, and $1,840 in year 2033. | |||||||||
Current United States income tax law limits the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. | |||||||||
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, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6 - Commitments and Contingencies |
In March 2009, Virtual Learning entered into an agreement for curriculum development with one individual for services in video production and the design of high school and college level math courses. The agreement provides for the payment of 5% royalties 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 he directly participated and has made material contributions. | |
In May 2010, the agreement with this individual was superseded by an updated agreement under similar terms and conditions. |
Common_Stock_Issuances
Common Stock Issuances | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | |
Common Stock Issuances | 7 - Common Stock Issuances |
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. | |
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 was expensed in the three months ended June 30, 2013. | |
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, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8 - Subsequent Events |
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 $.20 per share). |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | |||
Nature of Operations | Nature of Operations | ||
The Virtual Learning Company, Inc. (“Virtual Learning”) was incorporated on January 6, 2009 as a Nevada corporation with 75,000,000 shares of capital stock authorized, of which 70,000,000 shares are common shares ($.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 | 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, 2013, Virtual Learning had cash of $177 and negative working capital of $27,664. For the years ended December 31, 2013 and 2012, Virtual Learning had revenues of $1,155 and $132, respectively, and sustained net losses of $144,640 and $106,373, respectively. These factors raise substantial doubt about Virtual Learning’s ability to continue as a going concern. Virtual Learning has also unamortized capitalized stock-based and contributed curriculum development costs as of December 31, 2013 and 2012 of $120,267 and $153,067, 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. | |||
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 | ||
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 | 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 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, 2013 and 2012. | |||
Capitalized Curriculum Development Costs | 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. | |||
Cash and Cash Equivalents | 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 Recognition | ||
Revenue is 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 is recognized when shipped or available to the customer in a downloadable format. | |||
Income Taxes | 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 | 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 | Recent Accounting Pronouncements | ||
In July 2012, the FASB issued ASU 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, which provides authoritative guidance on application of the impairment model for indefinite-lived intangible assets. This accounting updated permits an entity to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that indefinite-lived intangible assets are impaired as part of its annual assessment. This guidance becomes effective for the Company beginning on July 1, 2012. The Company does not expect the guidance to impact its financial statements. | |||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, Income Taxes (Topic 740). The objective of this guidance is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective for reporting periods beginning after December 15, 2013, with early adoption permitted. The Company adopted this guidance during the three months ended September 30, 2013. The adoption of this guidance did not result in any material impact to the Company’s financial statements. | |||
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220). The objective of this guidance is to improve the reporting of reclassifications out of accumulated other comprehensive income by requiring an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. This guidance became effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted this guidance on January 1, 2013. The adoption of this guidance did not result in any material impact to the Company’s financial statements. | |||
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. The Company has adopted this standard on January 1, 2012. 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 has not materially affected its financial statements. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Summary of Property and Equipment | Property and equipment is summarized as follows: | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Office equipment | $ | 4,155 | $ | 4,155 | |||||
Less: Accumulated depreciation | (4,155 | ) | (3,376 | ) | |||||
Property and Equipment - net | $ | -0- | $ | 779 |
Capitalized_Curriculum_Develop1
Capitalized Curriculum Development Costs (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Capitalized Curriculum Development Costs | |||||||||
Schedule of Capitalized Curriculum Development Costs | Capitalized curriculum development costs is summarized as follows: | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Common stock issued to individuals for services relating to curriculum development | $ | 120,000 | $ | 120,000 | |||||
Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development | 44,000 | 44,000 | |||||||
Total costs | 164,000 | 164,000 | |||||||
Less accumulated amortization | (43,733 | ) | (10,933 | ) | |||||
Net | $ | 120,267 | $ | 153,067 | |||||
Schedule of Expected Future Amortization Expense | At December 31, 2013, expected future amortization expense of Capitalized Curriculum Development Costs Follows: | ||||||||
Year ended | Amount | ||||||||
December 31, | |||||||||
2014 | $ | 32,800 | |||||||
2015 | $ | 32,800 | |||||||
2016 | $ | 32,800 | |||||||
2017 | $ | 21,867 | |||||||
Total | $ | 120,267 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes | The sources of the difference follow: | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Expected tax at 35% | $ | (50,624 | ) | $ | (37,231 | ) | |||
Non-deductible stock-based compensation | 38,500 | - | |||||||
Non-deductible write down of Capitalized Curriculum Development Costs | - | 31,500 | |||||||
Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs | 11,480 | 3,827 | |||||||
Change in valuation allowance | 644 | 1,904 | |||||||
Provision for (benefit from) income taxes | $ | - | $ | - | |||||
Schedule of Deferred Tax Assets | The significant components of Virtual Learning’s deferred tax asset as of December 31, 2013 and 2012 are as follows: | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward | $ | 20,550 | $ | 19,906 | |||||
Valuation allowance | (20,550 | ) | (19,906 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 02, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Individual | |||
Summary Of Significant Accounting Policies Details Narrative | |||
Captial stock authorized | 75,000,000 | ||
Common stock, shares authorized | 70,000,000 | 70,000,000 | |
Common stock, par value | $0.00 | $0.00 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $0.00 | $0.00 | |
Cash | $177 | $210 | |
Working capital nagative | 27,664 | ||
Revenue | 1,155 | 132 | |
Net losses | 144,640 | 106,373 | |
Capitalized curriculum development costs | 120,267 | 153,067 | |
Stock aggregate offering number of shares | 1,000,000 | ||
Common stock pirce per share | $0.50 | $0.50 | |
Stock aggregate offering value | 500,000 | ||
Number of offering shares sale terminated | 2,100 | ||
Number of individuals | 19 | ||
Offering shares terminated value | $1,050 | ||
Property and equipment, estimated useful life | 5 years | ||
Average subscription term | 12 months |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $779 | $1,400 |
Property_and_Equipment_Summary
Property and Equipment - Summary of Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $4,155 | $4,155 |
Less: Accumulated depreciation | -4,155 | -3,376 |
Property and Equipment- net | $0 | $779 |
Capitalized_Curriculum_Develop2
Capitalized Curriculum Development Costs (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Capitalized curriculum development costs | $153,067 | $120,267 | $153,067 |
Write down of Capitalized Curriculum Development Costs | 90,000 | 90,000 | |
Issuance of common stock for services | 90,000 | -110,000 | |
Issuance of common stock for services, shares | 450,000 | ||
Additions to Capitalized Curriculum Development Costs | 8,000 | 0 | 8,000 |
Amortization of Capitalized Curriculum Development Costs | 32,800 | 10,933 | |
Minimum [Member] | |||
Reduced Capitalized Curriculum Development Costs | 164,000 | ||
Maximum [Member] | |||
Reduced Capitalized Curriculum Development Costs | $254,000 |
Capitalized_Curriculum_Develop3
Capitalized Curriculum Development Costs - Schedule of Capitalized Curriculum Development Costs (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Capitalized Curriculum Development Costs - Schedule Of Capitalized Curriculum Development Costs Details | ||
Common stock issued to individuals for services relating to curriculum development | $120,000 | $120,000 |
Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development | 44,000 | 44,000 |
Total costs | 164,000 | 164,000 |
Less accumulated amortization | -43,733 | -10,933 |
Net | $120,267 | $153,067 |
Capitalized_Curriculum_Develop4
Capitalized Curriculum Development Costs - Schedule of Expected Future Amortization Expense (Details) (USD $) | Dec. 31, 2013 |
Capitalized Curriculum Development Costs - Schedule Of Capitalized Curriculum Development Costs Details | |
2014 | $32,800 |
2015 | 32,800 |
2016 | 32,800 |
2017 | 21,867 |
Total | $120,267 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash advances and credit card payments net of amounts repaid | $6,701 | $6,333 |
Contributed services for capitalized curriculum development costs | 0 | 8,000 |
Thomas P. Monahan [Member] | ||
Cash advances and credit card payments net of amounts repaid | $6,701 | $6,333 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Federal income tax rate | 35.00% | |
Deferred tax asset | $20,550 | $19,906 |
Percentage of allowance against deferred tax asset | 100.00% | |
Operating loss carryforwards | 58,714 | |
Expire 2029 [Member] | ||
Operating loss carryforwards | 672 | |
Operating loss carryforwards expire year | 2029 | |
Expire 2030 [Member] | ||
Operating loss carryforwards | 9,236 | |
Operating loss carryforwards expire year | 2030 | |
Expire 2031 [Member] | ||
Operating loss carryforwards | 41,526 | |
Operating loss carryforwards expire year | 2031 | |
Expire 2032 [Member] | ||
Operating loss carryforwards | 5,440 | |
Operating loss carryforwards expire year | 2032 | |
Expire 2033 [Member] | ||
Operating loss carryforwards | $1,840 | |
Operating loss carryforwards expire year | 2033 |
Income_Taxes_Schedule_of_State
Income Taxes - Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 35% | ($50,624) | ($37,231) |
Non-deductible stock-based compensation | 38,500 | |
Non-deductible write down of Capitalized Curriculum development costs | 31,500 | |
Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs | 11,480 | 3,827 |
Change in valuation allowance | 644 | 1,904 |
Provision for (benefit from) income taxes |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $20,550 | $19,906 |
Valuation allowance | -20,550 | -19,906 |
Net deferred tax asset |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (One Individuals [Member], USD $) | 1 Months Ended |
Mar. 31, 2009 | |
Percentage of royalty on net revenues | 5.00% |
Maximum [Member] | |
Net revenue | 1,000,000 |
Common_Stock_Issuances_Details
Common Stock Issuances (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |
Jul. 02, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
Issuance of common stock, shares | 1,000,000 | ||||
Common stock price per share | $0.50 | $0.50 | $0.50 | ||
Aggregate of common stock shares were sold | 2,100 | ||||
Aggregate of common stock were sold, value | $1,050 | ||||
Issuance of common stock for Consulting services | 90,000 | -110,000 | |||
Issuance of common stock for Consulting services, shares | 450,000 | ||||
Five Individuals [Member] | |||||
Common stock price per share | $0.20 | ||||
Issuance of common stock for Consulting services | $110,000 | ||||
Issuance of common stock for Consulting services, shares | 550,000 | ||||
IPO [Member] | Maximum [Member] | |||||
Issuance of common stock, shares | 1,000,000 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 02, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash loan received | $1,517 | $5,548 | |
Common stock price per share | $0.50 | $0.50 | |
Issuance of common stock, shares | 1,000,000 | ||
Subsequent Event [Member] | Three Individuals And One Entity [Member] | October and November, 2014 [Member] | |||
Cash loan received | 40,000 | ||
Loans bear interest rate per annum | 15.00% | ||
Common stock price per share | $0.20 | ||
Loan term | 1 year | ||
Subsequent Event [Member] | Lenders [Member] | January 2015 [Member] | |||
Issuance of common stock, shares | 200,000 | ||
Subsequent Event [Member] | Mr. Roger Fidler [Member] | February 2015 [Member] | |||
Common stock price per share | $0.20 | ||
Issuance of common stock for legal services, shares | 200,000 | ||
Issuance of common stock for legal services | $40,000 |