Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document And Entity Information | |
Entity Registrant Name | Virtual Learning Company, Inc. |
Entity Central Index Key | 1,518,336 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 16,304,200 |
Trading symbol | VLCI |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 14,594 | $ 26,773 |
OTHER ASSETS | ||
Capitalized curriculum development costs | 66,734 | 87,467 |
Total assets | 81,328 | 114,240 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 18,500 | 10,000 |
Corporate State taxes payable | 640 | 1,140 |
Officer loan payable | 15,253 | 19,366 |
Convertible Notes payable (net of debt discounts of $ 25,833 and $-0-, respectively) and accrued interest | 28,283 | 40,956 |
Total current liabilities | $ 62,676 | $ 71,462 |
STOCKHOLDERS' EQUITY | ||
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of June 30, 2015 and December 31, 2014, there are no shares outstanding | ||
Common stock; 70,000,000 shares authorized, $.001 par value, as of June 30, 2015 and December 31, 2014, there are 16,304,200 and 15,902,100 shares outstanding, respectively | $ 16,304 | $ 15,902 |
Additional paid-in capital | 1,305,463 | 1,219,148 |
Accumulated deficit | (1,303,115) | (1,192,272) |
Net stockholders' equity | 18,652 | 42,778 |
Total liabilities and stockholders' equity | $ 81,328 | $ 114,240 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible Notes payable and accrued interest | $ 25,833 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 16,304,200 | 15,902,100 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 15 | $ 126 | $ 55 | $ 210 |
Operating Expenses | ||||
Selling, general and administrative | $ 2,286 | $ 390 | 27,171 | $ 834 |
Issuance of common stock for legal services | 40,000 | |||
Depreciation and amortization | $ 8,200 | $ 8,200 | 16,400 | $ 16,400 |
Total operating expenses | 10,486 | 8,590 | 83,571 | 17,234 |
Loss from operations | (10,471) | $ (8,464) | (83,516) | $ (17,024) |
Other income (expense) | ||||
Amortization of debt discounts | (10,834) | (24,167) | ||
Interest expense | (1,660) | (3,160) | ||
Total other income (expense) | (12,494) | (27,327) | ||
Net loss | $ (22,965) | $ (8,464) | $ (110,843) | $ (17,024) |
Basic and diluted loss per common share | $ (.00) | $ (.00) | $ (.01) | $ (.00) |
Weighted average shares outstanding | 16,303,150 | 15,902,100 | 16,202,625 | 15,902,100 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES | ||||
Net loss | $ (22,965) | $ (8,464) | $ (110,843) | $ (17,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | $ 8,200 | $ 8,200 | 16,400 | $ 16,400 |
Issuance of common stock for legal services | 40,000 | |||
Amortization of debt discounts | $ (10,834) | (24,167) | ||
Changes in operating assets and liabilities: | ||||
Accounts payable and accrued liabilities | 8,500 | |||
Accrued interest on convertible notes payable | 3,160 | |||
Corporate State taxes payable | (500) | |||
Net cash used in operating activities | $ (19,116) | $ (624) | ||
INVESTING ACTIVITIES | ||||
Property and equipment | ||||
FINANCING ACTIVITIES | ||||
Proceeds from sale of shares of common stock | $ 1,050 | |||
Proceeds from Convertible notes payable | 10,000 | |||
Proceeds from officer loan payable | 10,438 | $ 834 | ||
Repayments of officer loan payable | (14,551) | (300) | ||
Net cash provided by financing activities | 6,937 | 534 | ||
NET INCREASE (DECREASE) IN CASH | (12,179) | (90) | ||
CASH BALANCE, BEGINNING OF PERIOD | 26,773 | 177 | ||
CASH BALANCE, END OF PERIOD | $ 14,594 | $ 87 | $ 14,594 | $ 87 |
Supplemental Disclosures of Cash Flow Information: | ||||
Interest expense | ||||
Income taxes | ||||
Non-Cash Investing and Financing Activities: | ||||
Issuance of common stock in connection with the sale of Convertible Notes Payable charged to debt discounts | $ 50,000 | |||
Cancellation of common stock issued in 2009 for capitalized curriculum development costs | $ (4,333) |
Significant Accounting Policies
Significant Accounting Policies and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Basis of Presentation | Note 1 - Significant Accounting Policies and Basis of Presentation Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is managements opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited interim financial statements should be read in conjunction with the Companys Annual Report filed on Form 10-K for the year ended December 31, 2014, which contains the audited financial statements and notes thereto, together with Managements Discussion and Analysis of Financial Condition and Results of Operations, for the year ended December 31, 2014. 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 standards-based 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 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. 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 June 30, 2015, Virtual Learning had $14,594 cash and negative working capital of $48,082. For the six months ended June 30, 2015 and 2014, Virtual Learning had revenues of $55 and $210, respectively, and sustained net losses of $110,843 and $17,024, respectively. These factors raise substantial doubt about Virtual Learnings ability to continue as a going concern. Virtual Learning has also unamortized capitalized stock-based and contributed curriculum development costs of $66,734 as of June 30, 2015. The recovery of these asset costs and continuation of future operations are dependent upon Virtual Learnings 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 Learnings 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. 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 Learnings 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 Learnings 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, accounts payable and accrued liabilities, and convertible notes payable and accrued interest. The carrying amount of cash and cash equivalents and accounts payable and accrued liabilities approximates fair value because of their short maturities. The carrying value of the convertible notes payable and accrued interest approximates fair value based on the value of comparable financial instruments with similar terms. 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 for the six months ended June 30, 2015 and 2014. 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 are 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 Companys 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 CDs or DVDs 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 on 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 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. For the six months ended June 30, 2015, the 270,580 shares of common stock underlying the $54,116 in convertible notes payable and accrued interest were excluded from the calculation of diluted shares outstanding as their inclusion would be anti-dilutive. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new standard will be effective for us on January 1, 2016. The adoption of this standard is not expected to have an impact on our financial position or results of operations. In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. Under this standard, if a cloud computing arrangement includes a software license, the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. The new standard will be effective for us on January 1, 2016. The adoption of this standard is not expected to have an impact on our financial position or results of operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2 - Property and Equipment Property and equipment is summarized as follows: June 30, 2015 December 31, 2014 Office equipment $ 4,155 $ 4,155 Less: Accumulated depreciation (4,155 ) (4,155 ) Property and Equipment- net $ - $ - Depreciation expense for the three months ended June 30, 2015 and 2014 was $-0- and $-0-, respectively. |
Capitalized Curriculum Developm
Capitalized Curriculum Development Costs | 6 Months Ended |
Jun. 30, 2015 | |
Capitalized Curriculum Development Costs | |
Capitalized Curriculum Development Costs | 3 - Capitalized Curriculum Development Costs Capitalized curriculum development costs is summarized as follows: June 30, 2015 December 31, 2014 Common stock issued to individuals for services relating to curriculum development $ 110,000 $ 120,000 Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development 44,000 44,000 Total costs 154,000 164,000 Less accumulated amortization (87,266 ) (76,533 ) Net $ 66,734 $ 87,467 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 June 30, 2015 and December 31, 2014, the Companys estimates of future undiscounted cash flows from the courses exceeded the carrying amounts of the capitalized curriculum development costs ($66,734 and $87,467, respectively) and therefore no impairment was recognized. For the six months ended June 30, 2015 and 2014, additions to Capitalized Curriculum Development Costs were $-0- and $-0-, respectively. For the six months ended June 30, 2015 and 2014, amortization of Capitalized Curriculum Development Costs were $16,400 and $16,400, respectively. In June 2015, Virtual Learning cancelled 50,000 shares of its common stock previously issued to a consultant in 2009 for curriculum development (which was then capitalized at the $10,000 estimated fair value of the 50,000 shares) due to non-performance by such consultant. Virtual Learning recorded the cancellation of the 50,000 shares as a $4,333 reduction of the net carrying value of Capitalized Curriculum Development Costs at June 30, 2015 and a $4,333 decrease in common stock and Additional paid in capital. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4 - Related Party Transactions At June 30, 2015 and December 31, 2014, 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 $15,253 and $19,366 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. |
Convertible Notes Payable Net
Convertible Notes Payable Net | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable-Net | 5 - Convertible Notes Payable-Net Convertible Notes Payable-net is summarized as follows: June 30, 2015 December 31, 2014 Notes issued in October and November 2014 to three individuals and one entity, interest at 15% per annum, due one year from date of receipt, principal and accrued interest convertible into Virtual Learning common stock at $.20 per share. $ 40,000 $ 40,000 Notes issued in May 2015 to two individuals, interest at 15% per annum, due one year from date of receipt, Principal and accrued interest convertible into Virtual Learning common stock at $.20 per share. 10,000 - Accrued interest 4,116 956 Total 54,116 40,956 Less unamortized debt discounts (25,833 ) - Net $ 28,283 $ 40,956 As further consideration for making the loans, Virtual Learning issued an aggregate of 250,000 shares of common stock to the six lenders. The $50,000 estimated fair value of the 250,000 shares has been recorded as debt discounts and is being amortized over the one year term of the respective notes. |
Common Stock Issuances
Common Stock Issuances | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Common Stock Issuances | 6 - Common Stock Issuances In January 2015, Virtual Learning issued a total of 200,000 shares of common stock to four noteholders in connection with their loans totaling $40,000 (see Note 5). The 200,000 shares were valued at $40,000 (or $.20 per share), which amount was charged to debt discounts in the three months ended March 31, 2015. 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), which amount was expensed in the three months ended March 31, 2015. In June 2015 Virtual Learning sold a total of 2,100 shares of common stock to three individuals at a price of $.50 per share for proceeds of $1,050. In June 2015, Virtual Learning issued a total of 50,000 shares of common stock to two individuals in connection with their loans totaling $10,000 (see Note 5). The 50,000 shares were valued at $10,000 (see Note 5). The 50,000 shares were valued at $10,000 (or $.20 per share), which amount was charged to debt discounts in the three months ended June 30 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7 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: Six months ended Six months ended June 30, 2015 June 30, 2014 Expected tax at 35% $ (38,795 ) $ (5,958 ) Non-deductible stock-based compensation 14,000 - Non-deductible amortization of debt discounts 8,458 - Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs 5,740 5,740 Change in valuation allowance 10,597 218 Provision for (benefit from) income taxes $ - $ - The significant components of Virtual Learnings deferred tax asset as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Deferred tax assets: Net operating loss carry forward $ 37,105 $ 26,509 Valuation allowance (37,105 ) (26,509 ) Net deferred tax asset $ - $ - Based on managements present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $37,105 attributable to the future utilization of $106,015 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 June 30, 2015 and December 31, 2014. 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, $1,840 in year 2033, $17,025 in year 2034, and $30,276 in year 2035. 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 enterprises 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. |
Trademark Cancelled
Trademark Cancelled | 6 Months Ended |
Jun. 30, 2015 | |
Trademark Cancelled | |
Trademark Cancelled | 8 - Trademark Cancelled In March 2014, the Companys 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 URLs that the Company owns such as Math is Basic, Science is Basic and Reading is Basic to identify its educational software products. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 - 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 $1,000,000 on projects in which he directly participated and has made material contributions. In May 2010, the agreement with this individual was superseded by an updated agreement under similar terms and conditions. |
Significant Accounting Polici15
Significant Accounting Policies and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is managements opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited interim financial statements should be read in conjunction with the Companys Annual Report filed on Form 10-K for the year ended December 31, 2014, which contains the audited financial statements and notes thereto, together with Managements Discussion and Analysis of Financial Condition and Results of Operations, for the year ended December 31, 2014. |
Nature of Operations | Nature of Operations The Virtual Learning Company, Inc. (Virtual Learning) was incorporated on January 6, 2009 as a Nevada corporation with 75,000,000 shares of capital stock authorized, of which 70,000,000 shares are common shares ($.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 standards-based 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 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. |
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 June 30, 2015, Virtual Learning had $14,594 cash and negative working capital of $48,082. For the six months ended June 30, 2015 and 2014, Virtual Learning had revenues of $55 and $210, respectively, and sustained net losses of $110,843 and $17,024, respectively. These factors raise substantial doubt about Virtual Learnings ability to continue as a going concern. Virtual Learning has also unamortized capitalized stock-based and contributed curriculum development costs of $66,734 as of June 30, 2015. The recovery of these asset costs and continuation of future operations are dependent upon Virtual Learnings 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 Learnings 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. |
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 Learnings 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 Learnings 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, accounts payable and accrued liabilities, and convertible notes payable and accrued interest. The carrying amount of cash and cash equivalents and accounts payable and accrued liabilities approximates fair value because of their short maturities. The carrying value of the convertible notes payable and accrued interest approximates fair value based on the value of comparable financial instruments with similar terms. 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 for the six months ended June 30, 2015 and 2014. |
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 are 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 Companys 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 CDs or DVDs 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 on 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 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. For the six months ended June 30, 2015, the 270,580 shares of common stock underlying the $54,116 in convertible notes payable and accrued interest were excluded from the calculation of diluted shares outstanding as their inclusion would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new standard will be effective for us on January 1, 2016. The adoption of this standard is not expected to have an impact on our financial position or results of operations. In April 2015, the FASB issued ASU No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. Under this standard, if a cloud computing arrangement includes a software license, the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. The new standard will be effective for us on January 1, 2016. The adoption of this standard is not expected to have an impact on our financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment is summarized as follows: June 30, 2015 December 31, 2014 Office equipment $ 4,155 $ 4,155 Less: Accumulated depreciation (4,155 ) (4,155 ) Property and Equipment- net $ - $ - |
Capitalized Curriculum Develo17
Capitalized Curriculum Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Capitalized Curriculum Development Costs | |
Schedule of Capitalized Curriculum Development Costs | Capitalized curriculum development costs is summarized as follows: June 30, 2015 December 31, 2014 Common stock issued to individuals for services relating to curriculum development $ 110,000 $ 120,000 Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development 44,000 44,000 Total costs 154,000 164,000 Less accumulated amortization (87,266 ) (76,533 ) Net $ 66,734 $ 87,467 |
Convertible Notes Payable-Net (
Convertible Notes Payable-Net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible Notes Payable-net is summarized as follows: June 30, 2015 December 31, 2014 Notes issued in October and November 2014 to three individuals and one entity, interest at 15% per annum, due one year from date of receipt, principal and accrued interest convertible into Virtual Learning common stock at $.20 per share. $ 40,000 $ 40,000 Notes issued in May 2015 to two individuals, interest at 15% per annum, due one year from date of receipt, Principal and accrued interest convertible into Virtual Learning common stock at $.20 per share. 10,000 - Accrued interest 4,116 956 Total 54,116 40,956 Less unamortized debt discounts (25,833 ) - Net $ 28,283 $ 40,956 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes | The sources of the difference follow: Six months ended Six months ended June 30, 2015 June 30, 2014 Expected tax at 35% $ (38,795 ) $ (5,958 ) Non-deductible stock-based compensation 14,000 - Non-deductible amortization of debt discounts 8,458 - Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs 5,740 5,740 Change in valuation allowance 10,597 218 Provision for (benefit from) income taxes $ - $ - |
Schedule of Deferred Tax Assets | The significant components of Virtual Learnings deferred tax asset as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Deferred tax assets: Net operating loss carry forward $ 37,105 $ 26,509 Valuation allowance (37,105 ) (26,509 ) Net deferred tax asset $ - $ - |
Significant Accounting Polici20
Significant Accounting Policies and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||||
Capital stock authorized | 75,000,000 | 75,000,000 | |||
Common stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Cash | $ 14,594 | $ 14,594 | $ 26,773 | ||
Working capital negative | 48,082 | 48,082 | |||
Revenue | 15 | $ 126 | 55 | $ 210 | |
Net losses | 22,965 | $ 8,464 | 110,843 | $ 17,024 | |
Capitalized curriculum development costs | $ 66,734 | $ 66,734 | $ 87,467 | ||
Property and equipment, estimated useful life | 5 years | ||||
Average subscription term | 12 months | ||||
Stock issued during period convertible notes payable and accrued interest, shares | 270,580 | ||||
Stock issued during period convertible notes payable and accrued interest | $ 54,116 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 4,155 | $ 4,155 |
Less: Accumulated depreciation | (4,155) | (4,155) |
Property and Equipment- net | $ 0 | $ 0 |
Capitalized Curriculum Develo23
Capitalized Curriculum Development Costs (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Capitalized curriculum development costs | $ 66,734 | $ 66,734 | $ 87,467 | |
Additions to capitalized curriculum development costs | 0 | $ 0 | ||
Amortization of capitalized curriculum development costs | 16,400 | $ 16,400 | ||
Shares cancelled | 50,000 | |||
Consultant [Member] | ||||
Capitalized curriculum development costs | $ 4,333 | 4,333 | ||
Shares cancelled | 50,000 | |||
Capitalized curriculum development costs estimated fair value | $ 10,000 | 10,000 | ||
Decrease in common stock and additional paid in capital | $ 4,333 | $ 4,333 |
Capitalized Curriculum Develo24
Capitalized Curriculum Development Costs - Schedule of Capitalized Curriculum Development Costs (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Capitalized Curriculum Development Costs - Schedule Of Capitalized Curriculum Development Costs Details | ||
Common stock issued to individuals for services relating to curriculum development | $ 110,000 | $ 120,000 |
Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development | 44,000 | 44,000 |
Total costs | 154,000 | 164,000 |
Less accumulated amortization | (87,266) | (76,533) |
Net | $ 66,734 | $ 87,467 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Cash advances and credit card payments net of amounts repaid | $ 15,253 | $ 19,366 |
Thomas P. Monahan [Member] | ||
Cash advances and credit card payments net of amounts repaid | $ 15,253 |
Convertible Notes Payable-Net26
Convertible Notes Payable-Net (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Jan. 31, 2015 | Jun. 30, 2015 | |
Issuance of common stock, shares | 200,000 | |
Issuance of common stock | $ 40,000 | |
Convertible Notes Payable [Member] | Six Lenders [Member] | ||
Issuance of common stock, shares | 250,000 | |
Issuance of common stock | $ 50,000 | |
Convertible notes payable amortized over period | 1 year |
Convertible Notes Payable-Net -
Convertible Notes Payable-Net - Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Convertible notes payable | $ 54,116 | $ 40,956 |
Accrued interest | 4,116 | $ 956 |
Less unamortized debt discounts | (25,833) | |
Convertible notes payable, current | 28,283 | $ 40,956 |
Convertible Notes Payable One [Member] | ||
Convertible notes payable | 40,000 | $ 40,000 |
Convertible Notes Payable Two [Member] | ||
Convertible notes payable | $ 10,000 |
Convertible Notes Payable-Net28
Convertible Notes Payable-Net - Schedule of Convertible Notes Payable (Details) (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jan. 31, 2015 | |
Common stock per share | $ 0.20 | |
Three Individual And One Entity [Member] | Convertible Notes Payable One [Member] | ||
Interest rate | 15.00% | |
Common stock per share | $ 0.20 | |
Convertible notes payable due | one year | |
Two Individuals [Member] | ||
Common stock per share | $ 0.20 | |
Two Individuals [Member] | Convertible Notes Payable Two [Member] | ||
Interest rate | 15.00% | |
Common stock per share | $ 0.20 | |
Convertible notes payable due | one year |
Common Stock Issuances (Details
Common Stock Issuances (Details Narrative) - USD ($) | 1 Months Ended | ||
Jun. 30, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | |
Issuance of common stock, shares | 200,000 | ||
Issuance of common stock | $ 40,000 | ||
Common stock per share | $ 0.20 | ||
Four Noteholders [Member] | |||
Issuance of common stock, shares | 200,000 | ||
Issuance of common stock | $ 40,000 | ||
Mr. Roger Fidler [Member] | |||
Issuance of common stock, shares | 200,000 | ||
Issuance of common stock | $ 40,000 | ||
Common stock per share | $ 0.20 | ||
Three Individuals [Member] | |||
Issuance of common stock, shares | 2,100 | ||
Issuance of common stock | $ 1,050 | ||
Common stock per share | $ 0.50 | ||
Two Individuals [Member] | |||
Issuance of common stock, shares | 50,000 | ||
Issuance of common stock | $ 10,000 | ||
Common stock per share | $ 0.20 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Federal income tax rate | 35.00% | ||
Deferred tax asset | $ 37,105 | $ 26,509 | |
Operating loss carryforwards | $ 106,015 | ||
Percentage of allowance against deferred tax asset | 100.00% | ||
Expire 2029 [Member] | |||
Operating loss carryforwards | $ 672 | ||
Operating loss carryforwards expire year | 2,029 | ||
Expire 2030 [Member] | |||
Operating loss carryforwards | $ 9,236 | ||
Operating loss carryforwards expire year | 2,030 | ||
Expire 2031 [Member] | |||
Operating loss carryforwards | $ 41,526 | ||
Operating loss carryforwards expire year | 2,031 | ||
Expire 2032 [Member] | |||
Operating loss carryforwards | $ 5,440 | ||
Operating loss carryforwards expire year | 2,032 | ||
Expire 2033 [Member] | |||
Operating loss carryforwards | $ 1,840 | ||
Operating loss carryforwards expire year | 2,033 | ||
Expire 2034 [Member] | |||
Operating loss carryforwards | $ 17,025 | ||
Operating loss carryforwards expire year | 2,034 | ||
Expire 2035 [Member] | |||
Operating loss carryforwards | $ 30,276 | ||
Operating loss carryforwards expire year | 2,035 |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of States Federal Income Tax Rate Income Loss Before Income Taxes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Expected tax at 35% | $ (38,795) | $ (5,958) |
Non-deductible stock-based compensation | 14,000 | |
Non-deductible amortization of debt discounts | 8,458 | |
Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs | 5,740 | $ 5,740 |
Change in valuation allowance | $ 10,597 | $ 218 |
Provision for (benefit from) income taxes |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 37,105 | $ 26,509 |
Valuation allowance | $ (37,105) | $ (26,509) |
Net deferred tax asset |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - 1 months ended Jun. 30, 2009 - One Individuals [Member] - USD ($) | Total |
Percentage of royalty on net revenues | 5.00% |
Net revenue | $ 1,000,000 |
Maximum [Member] | |
Percentage of royalty on net revenues | 5.00% |
Net revenue | $ 1,000,000 |