UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2016

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File No. 333-174674

 

THE VIRTUAL LEARNING COMPANY, INC.

(Exact Name of Registrant As Specified In Its Charter)

 

Nevada		20-2208821
(State Or Other Jurisdiction Of Incorporation Or Organization)		(I.R.S. Employer Identification No.)

 

314 South Main Street Forked River, New Jersey 08731

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (609) 693-8881

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer [  ]

Accelerated Filer [  ]

Non-Accelerated Filer [  ]

Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

 

The number of shares outstanding of the registrant’s common stock, as of November 11, 2016, was 23,226,667.

 

 

 

THE VIRTUAL LEARNING COMPANY, INC.

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION		3
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS		3
Consolidated Balance Sheets		3
Consolidated Statements of Operations		4-5
Consolidated Statements of Cash Flows		6
Notes to Consolidated Financial Statements		7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS		21
ITEM 4. CONTROLS AND PROCEDURES		21
PART II. OTHER INFORMATION		22
ITEM 1. LEGAL PROCEEDINGS		22
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES AND CONVERTIBLE NOTES		22
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		22
ITEM 5. OTHER INFORMATION		22
ITEM 6. EXHIBITS		22
SIGNATURES		23

  

 

PART 1 - FINANCIAL INFORMATION

 

ITEM 1. Financial Statements.

 

THE VIRTUAL LEARNING COMPANY, INC.

 

CONSOLIDATED BALANCE SHEETS

 

		September 30, 2016				December 31, 2015
		Unaudited
ASSETS
CURRENT ASSETS
Cash		$	61,193			$	2,298
Accounts receivable			55,245				-
Total current assets			116,438				2,298
OTHER ASSETS
Capitalized curriculum development costs			28,234				51,334
Total assets		$	144,672			$	53,632
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	60,688			$	16,140
Billings in excess of costs and estimated earnings			56,997				-
Convertible Notes Payable, net of unamortized debt discounts of $ 0 and $ 4,166, respectively, and accrued interest			63,497				53,706
Loans payable to related parties			16,408				14,525
Total current liabilities			197,590				84,371
STOCKHOLDERS’ DEFICIENCY
Preferred stock; 5,000,000 shares authorized, $.001 par value, as of September 30, 2016 and December 31, 2015, there are no shares outstanding			-				-
Common stock; 70,000,000 shares authorized, $.001 par value, as of September 30, 2016 and December 31, 2015, there are 23,066,667 and 16,304,300 shares outstanding			23,067				16,304
Additional paid-in capital			1,321,251				1,305,513
Accumulated deficit			(1,397,236	)			(1,352,556	)
Total stockholders’ deficiency			(52,918	)			(30,739	)
Total liabilities and stockholders’ deficiency		$	144,672			$	53,632

 

The accompanying notes are an integral part of these financial statement

 

 

THE VIRTUAL LEARNING COMPANY, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

		Nine months ended September 30, 2016				Nine months ended September 30, 2015*
Revenue:
Construction contracts		$	58,977			$	-
Educational software and products			21				75
Total revenue			58,998				75
Cost of construction contracts			41,339				-
Gross profit			17,659				75
Operating Expenses:
Selling, general and administrative, including issuance of common stock for legal services of $ 2,500 and $40,000, respectively			32,006				76,437
Amortization of capitalized curriculum development costs			23,100				24,600
Total operating expenses			55,106				101,037
Loss from operations			(37,447	)			(100,962	)
Other expenses (income):
Amortization of debt discounts			4,166				36,666
Interest expense			5,625				5,038
Consulting fee income			(2,558	)			-
Total other expenses-net			7,233				41,704
Net loss		$	(44,680	)		$	(142,666	)
Basic and diluted earnings (loss) per common share		$	(.00	)		$	(.01	)
Weighted average common shares outstanding-basic and diluted			17,281,086				16,236,500

 

*As reclassified-see Note 1

 

The accompanying notes are an integral part of these financial statement

 

 

THE VIRTUAL LEARNING COMPANY, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

		Three months ended September 30, 2016				Three months ended September 30, 2015*
Revenue:
Construction contracts		$	58,977			$	-
Educational software and products			-				20
Total revenue			58,977				20
Cost of construction contracts			41,339				-
Gross profit			17,638				20
Operating Expenses:
Selling, general and administrative, including issuance of common stock for legal services of $ 2,500 and $0, respectively			21,507				9,265
Amortization of capitalized curriculum development costs			7,700				8,200
Total operating expenses			29,207				17,465
Loss from operations			(11,569	)			(17,445	)
Other expenses:
Amortization of debt discounts			-				12,500
Interest expense			1,875				1,878
Total other expenses			1,875				14,378
Net loss		$	(13,444	)		$	(31,823	)
Basic and diluted earnings (loss) per common share		$	(.00	)		$	(.00	)
Weighted average common shares outstanding-basic and diluted			19,234,659				16,304,250

 

*As reclassified-see Note 1

 

The accompanying notes are an integral part of these financial statement

 

 

THE VIRTUAL LEARNING COMPANY, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

 

		For the Nine months ended September 30, 2016				For the Nine months ended September 30, 2015*
OPERATING ACTIVITIES
Net loss		$	(44,680	)		$	(142,666	)
Adjustments to reconcile net loss to net cash provided (used) in operating activities:
Amortization of capitalized curriculum development costs			23,100				24,600
Amortization of debt discounts			4,166				36,666
Issuance of common stock for legal services			2,500				40,000
Changes in operating assets and liabilities:
Accounts receivable			(55,245)				-
Accounts payable and accrued expenses, including accrued interest relating to convertible notes payable of $5,625 and $5,038, Respectively			50,174				13,038
Billings in excess of costs and estimated earnings			56,997				-
Net cash provided (used) in operating activities			37,012				(28,362	)
INVESTING ACTIVITIES
Property and equipment			-				-
FINANCING ACTIVITIES
Proceeds from Convertible notes payable			-				10,000
Proceeds from sale of common stock			-				1,100
Proceeds from loans payable to related parties			24,883				-
Repayments of loans payable to former chief executive officer who  died in April 2016-net			(3,000	)			(6,668	)
Net cash provided by financing activities			21,883				4,432
NET INCREASE (DECREASE) IN CASH			58,895				(23,930	)
CASH BALANCE, BEGINNING OF PERIOD			2,298				26,773
CASH BALANCE, END OF PERIOD		$	61,193			$	2,843
Supplemental Disclosures of Cash Flow Information:
Interest expense paid		$	-			$	-
Income taxes paid		$	-			$	-
Non-Cash Investing and Financing Activities:
Newly Acquired Construction Business (Note 1):
Issuance of 2,225,000 restricted shares of common stock for investment in Dream Homes Ltd.		$				$
Issuance of 2,287,367 restricted shares of common stock for rights to 6 construction contracts of Dream Homes Ltd.		$	-			$	-
Issuance of 2,000,000 restricted shares of common stock in satisfaction of loans  payable to General Property Investments LLC (see Note-6)		$	20,000			$	-
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	)

 

*As reclassified-see Note 1

 

The accompanying notes are an integral part of these financial statements

 

 

THE VIRTUAL LEARNING COMPANY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2016

Unaudited

 

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 management’s 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 Company’s Annual Report filed on Form 10-K for the year ended December 31, 2015, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the year ended December 31, 2015.

 

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 has been 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 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 have been offered for sale through Barnes and Noble’s Nook and Amazon’s Kindle since 2012.

 

Newly Acquired Construction Business

 

On August 19, 2016, Virtual Learning acquired 4.5% of Dream Homes,Ltd. (“DHL”), 100% of Dream Building, LLC (“DBL”) , a wholly owned subsidiary of DHL, and use of all construction licensing and registrations held by Atlantic Northeast Construction LLC (“ANCL”), a wholly owned subsidiary of DHL, in exchange for the issuance of 2,225,000 restricted shares of Virtual Learning common stock to DHL at an agreed price of $.05 per common share.

 

 

The majority stockholder and chief executive officer of DHL is also the controlling stockholder and chief executive officer of Virtual Learning. As Virtual Learning and DHL were entities under common control, the acquired assets were reflected by Virtual Learning at DHL’s $0 carrying amount on the date of transfer pursuant to Accounting Standards Codification (“ASC”) 805-50-30-5.

 

From August 19, 2016 to August 23, 2016, Virtual Learning acquired the rights to complete 6 in process construction contracts of ANCL in exchange for the issuance of 2,287,367 restricted shares of Virtual Learning common stock to DHL at an agreed price of $.05 per common share for those ANCL contracts. As Virtual Learning and DHL were entities under common control, the acquired rights were reflected at DHL’s $0 carrying amount on the date of transfer pursuant to ASC 805-50-30-5.

 

Going Concern Uncertainty

 

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 September 30, 2016, Virtual Learning had $61,193 cash and negative working capital of $81,152. For the nine months ended September 30, 2016 and 2015, Virtual Learning had revenues of $58,998 and $75, respectively, and sustained net losses of $44,680 and $142,666, 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 of $28,234 as of September 30, 2016. The recovery of these asset costs and continuation of future operations will be dependent upon Virtual Learning’s ability to obtain additional debt or equity capital and its ability to generate revenues sufficient to continue pursuit of its business purposes. Virtual Learning is actively seeking 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.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Virtual Learning and its wholly owned subsidiary DBL (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

 

 

Property and Equipment

 

Property and equipment is stated at cost less accumulated depreciation. 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.

 

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.

 

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, receivables, accounts payable and accrued expenses and convertible notes payable and accrued interest. The carrying amount of cash and cash equivalents, receivables and accounts payable and accrued expenses 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 nine months ended September 30, 2016 and 2015.

 

Construction Contracts

 

Revenue recognition:

 

The Company and its affiliated entities recognize construction contract revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. Cost of revenue includes an allocation of depreciation, amortization and general overhead cost. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined.

 

The Company generally provides limited warranties for work performed under its construction contracts with periods typically extending for a limited duration following substantial completion of the Company’s work on a

project.

 

 

The Company classifies construction-related receivables and payables that may be settled in periods exceeding one year from the balance sheet date, if any, as current assets and liabilities consistent with the length of time of its project operating cycle. For example:

 

	●	Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset.
	●	Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date and are classified as a current liability.

 

Costs and estimated earnings in excess of billings result when either: 1) costs are incurred related to certain claims and unapproved change orders, or 2) the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when there is a dispute regarding only the price associated with a change in scope of work. For both claims and unapproved change orders, the Company recognizes revenue, but not profit, when it is determined that recovery of incurred cost is probable and the amounts can be reliably estimated.

 

Change in Estimates:

 

The Company’s estimates of contract revenue and cost are highly detailed and many factors change during a contract performance period that result in a change to contract profitability. These factors include, but are not limited to, differing site conditions: availability of skilled contract labor: performance of major material suppliers and subcontractors: on-going subcontractor negotiations and buyout provisions: unusual weather conditions: changes in the timing of scheduled work: change orders: accuracy of the original bid estimate: changes in estimated labor productivity and costs based on experience to date: achievement of incentive-based income targets: and the expected, or actual, resolution terms for claims. The factors that cause changes in estimates vary depending on the maturation of the project within its lifecycle. For example, in the ramp-up phase, these factors typically consist of revisions in anticipated project costs and during the peak and close-out phases, these fators include the impact of change orders and claims as well as additional revisions in remaining anticipated project costs. Generally, if the contract is at an early stage of completion, the current period impact is smaller than if the same change in estimate is made to the contract at a later stage of completion. Management focuses on evaluating the performance of contracts individually and uses the cumulative catch-up method to account for revisions in estimates. Material changes in estimates are disclosed in the notes to the consolidated financial statements.

 

Educational Software and Products

 

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 is reasonably assured, and the amount to be paid by the customer is fixed or determinable.

 

Revenue generated from the Company’s subscription based learning service 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 is reasonably assured, and the amount to be paid by the customer is fixed or determinable.

 

Revenue from customer subscriptions is 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 their 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.

 

Capitalized Curriculum Development Costs

 

Virtual Learning has internally developed curriculum, which is primarily offered as web content and accessed via the Internet. Virtual Learning also creates textbooks and other offline materials.

 

Virtual Learning has capitalized 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 has capitalized curriculum development costs when the projects under development have reached technological feasibility. Many of our 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 have qualified 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 have been amortized is five years. This is consistent with the capitalization period used by others in our industry and corresponds with our product development lifecycle.

 

Virtual Learning tests for impairment annually. At September 30, 2016 and December 31, 2015, the Company’s estimates of future undiscounted cash flows from the courses exceeded the carrying amounts of the capitalized curriculum development costs ($28,234 and $51,334, respectively) and therefore no impairment was recognized.

 

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 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. For the nine months ended September 30, 2016 and 2015, the 317,485 and 279,970 shares of common stock underlying the $63,497 and $55,994 balances of convertible notes payable and accrued interest at September 30, 2016 and 2015, respectively, were excluded from the calculation of diluted shares outstanding as their inclusion would be antidilutive.

 

Reclassifications

 

The statements of operations for the three and nine months ended September 30, 2015 and the statement of cash flows for the nine months ended September 30, 2015 have been reclassified to conform with current period presentation.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification “ASC” Topic 606). The purpose of this ASU is to converge revenue recognition requirements per GAAP and International Financial

 

Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU are effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted by the FASB; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date after public comment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We are currently evaluating the impact of this ASU on our financial position, results of operations and cash flows.

 

In September 2015, the FASB issued ASU 2015-16, “Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments,” which requires acquirers to recognize adjustments to provisional amounts identified during the reporting period in which the adjustment amounts are determined. Acquirers should record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Application of the standard, which should be applied prospectively, is required for the annual and interim periods beginning after December 15, 2015. We do not believe that adoption has had or will have a material impact on our results of operations or financial position.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The core principle of the standard is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in its statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We will be required to adopt the new standard in the first quarter of 2019. We are currently evaluating the impact this new standard will have on our financial statements.

 

 

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

 

2 - Property and Equipment

 

Property and equipment is summarized as follows:

 

		September 30, 2016				December 31, 2015
			(unaudited)
Office equipment		$	4,155			$	4,155
Less: Accumulated depreciation			(4,155	)			(4,155	)
Property and Equipment- net		$	-			$	-

 

Depreciation expense for the nine months ended September 30, 2016 and 2015 was $-0- and $-0-, respectively.

 

3 – Capitalized Curriculum Development Costs

 

Capitalized curriculum development costs is summarized as follows:

 

		September 30, 2016				December 31, 2015
		(unaudited)
Common stock issued to individuals for services relating to curriculum development		$	110,000			$	110,000
Contributed services of Thomas Monahan, President of Virtual Learning, relating to curriculum development			44,000				44,000
Total costs			154,000				154,000
Less accumulated amortization			(125,766	)			(102,666	)
Net		$	28,234			$	51,334

 

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 September 30, 2016 and December 31, 2015, the Company’s estimates of future undiscounted cash flows from the courses exceeded the carrying amounts of the capitalized curriculum development costs ($28,234 and $51,334, respectively) and therefore no impairment was recognized.

 

For the nine months ended September 30, 2016 and 2015, amortization of Capitalized Curriculum Development Costs were $23,100 and $24,600, respectively.

 

 

At September 30, 2016, expected future amortization expense of Capitalized Curriculum Development Costs follows:

 

Period ending September 30,		Amount
		(unaudited)
2017		$	28,234
Total		$	28,234

 

4 - Convertible Promissory Notes-Net

 

Convertible Notes Payable-net is summarized as follows:

 

		September 30, 2016				December 31, 2015
		(unaudited)
Unsecured 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
Unsecured 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				10,000
Accrued interest			13,497				7,872
Total			63,497				57,872
Less unamortized debt discounts			-				(4,166	)
Net		$	63,497			$	53,706

 

Included in the $40,000 notes issued in October and November 2014 above is a $25,000 note payable to General Property Investments LLC (“GPIL”). GPIL is controlled by the current (since July 20, 2016) chief executive officer of Virtual Learning. GPIL is also an owner of 2,125,000 shares, of which 2,000,000 shares are restricted, of Virtual Learning common stock at September 30, 2016.

 

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 restricted shares was recorded as debt discounts and was amortized over the one year term of the respective notes.

 

As of September 30, 2016, the $50,000 of Notes issued and the $ 13,497 accrued interest thereon were past due and in default.

 

5-Loans Payable to Related Parties

 

Loans payable to related parties is summarized as follows:

 

		September 30, 2016				December 31, 2015
		(unaudited)
Loans payable to former chief executive  officer who died in April 2016		$	11,525			$	14,525
Loans payable to GPIL (see Note 6)			4,783				-
Loan payable to DHL			100				-
Total		$	16,408			$	14,525

 

All the loans above are non-interest bearing and due on demand.

 

  

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 and has been amortized as an expense in the Statements of Operations over the terms of the loans though their respective original maturity dates.

 

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 (or $.20 per share), which amount was charged to debt discounts in the three months ended June 30 2015.

 

In July 2015, Virtual Learning sold 100 shares of common stock to one individual at a price of $.50 per share for proceeds of $50.

 

On August 18, 2016, Virtual Learning issued 2,000,000 restricted shares of common stock to GPIL in satisfaction of $20,000 loans payable. (see Note 5)

 

On August 19, 2016 (see Note1), Virtual Learning issued 2,225,000 shares of common stock to Dream Homes Ltd for a 4.5% equity interest in Dream Homes Ltd, and certain other assets, at an agreed price of $.05 per share.

 

From August 19, 2016 to August 23, 2016 (see Note 1), Virtual Learning issued a total of 2,287,367 shares of common stock to Dream Homes Ltd for rights to complete 6 in process construction contracts of Atlantic Northeast Construction LLC, a wholly owned subsidiary of Dream Homes Ltd, at an agreed price of $.05 per share.

 

On August 19, 2016, Virtual Learning issued 250,000 restricted shares of common stock to Mr. Roger Fidler for legal services. The 250,000 shares were valued at $2,500 (or $.01 per share), which amount was expensed in the three months ended September 30, 2016.

 

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 differences follow:

 

		Nine months ended				Nine months ended
		September 30, 2016				September 30, 2015
		(unaudited)				(unaudited)
Expected tax at 35%		$	(15,638	)		$	(49,933	)
Non-deductible stock-based compensation			875				14,000
Non-deductible amortization of debt discounts			1,458				12,833
Non-deductible amortization of stock-based and contributed Capitalized Curriculum Development Costs			8,085				8,610
Change in valuation allowance			5,220				14,490
Provision for (benefit from) income taxes		$	-			$	-

 

The significant components of Virtual Learning’s deferred tax asset as of September 30, 2016 and December 31, 2015 are as follows:

 

		September 30, 2016				December 31, 2015
		(unaudited)
Deferred tax assets:
Net operating loss carry forward		$	46,656			$	41,436
Valuation allowance			(46,656	)			(41,436	)
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 $46,656 attributable to the future utilization of $133,303 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 September 30, 2016 and December 31, 2015. 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 the year 2033, $17,025 in the year 2034, $42,650 in the year 2035, and $14,914 in the year 2036.

 

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 taken any tax positions and thus 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.

 

8- Business Segments

 

The Company has two business segments: (1) educational software and products and
(2) residential construction. The educational software and products segment is operated through Virtual Learning. The residential construction segment is operated through Virtual Learning’s wholly owned subsidiary Dream Building, LLC (since August 19, 2016).

 

  

Summarized financial information by business segment for the three and nine months ended September 30, 2016 and 2015 follows:

 

		Three months ended September 30,								Nine months ended September 30,
		2016				2015				2016				2015
		(unaudited)								(unaudited)
Revenue:
Residential construction		$	58,977			$	-			$	58,977			$	-
Educational software and products			-				20				21				75
Total		$	58,977			$	20			$	58,988			$	75
Loss from operations
Residential construction		$	17,638			$	-			$	17,638			$	-
Educational software and products			(7,700	)			(8,180	)			(23,079	)			(24,525	)
Corporate			(21,507	)			(9,265	)			(32,006	)			(76,437	)
Total		$	(11,569	)		$	(17,445	)		$	(37,447	)		$	(100,962	)

 

Identifiable assets:

 

		September 30,				December 31,
		2016				2015
		(unaudited)
Residential construction		$	55,245			$	-
Educational software and products			28,234				51,334
Corporate			61,193				2,298
Total		$	144,672			$	53,632

 

All revenue relating to the residential construction segment was derived from construction contracts involving homeowner customers located in the State of New Jersey. These contracts involve specialized construction related to compromised home foundations and related issues caused by Super Storm Sandy damage.

 

9- Commitments and Contingencies

 

Construction

 

As of September 30, 2016, Dream Building, LLC is committed under 8 construction contracts outstanding (7 assigned contracts from Atlantic Northeast Construction LLC and 1 contract executed by Dream Building, LLC) with home owners with contract prices totaling approximately $1,500,000, which are being fulfilled in the ordinary course of business. None of these construction projects are expected to take in excess of one year to complete. The Company has no significant commitments with material suppliers or subcontractors that involve any sums of substance or are of long term duration at the date of issuance of these financial statements.

 

Line of Credit

 

On September 15, 2016, Virtual Learning established a $50,000 line of credit with a nonbank lender. Advances under the line bear interest at a rate of 12% payable monthly and the outstanding principal is due and payable in 60 months. The line is secured by the personal guarantee of the Company’s Chief Executive Officer. The agreement to fund automatically renews on a yearly basis as long as interest payments are current. To date, the Company has not received any advances under the line of credit.

 

10 - Subsequent Events

 

As of November 11^th, 2016, Dream Building, LLC has signed an additional 4 construction contracts totaling $417,234, and increased the existing scope of work on an existing renovation contract by $55,000. Three of the new contracts were for elevation and renovation projects and one was for the demolition of an existing home and construction of a new home. The projects are all located within the current market area and are located in Brick, Ocean Gate and Toms River. The project in which additional items were added to the scope of work is located in Lavallette and all of the projects are in Ocean County, NJ.

 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Quarterly Report on Form 10-Q and other written reports and oral statements made from time to time by the Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “should,” “intend,” “forecast,” “project” the negative or plural of these words, and other comparable terminology. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete list of all potential risks or uncertainties.

 

Use of Terms

 

The following discussion analyzes our financial condition and results of operations for the nine months ended September 30, 2016 and 2015. Unless the context indicates or suggests otherwise, reference to “we”, “our”, “us” and the “Company” in this section refers to the operations of The Virtual Learning Company and its wholly owned subsidiary Dream Building, LLC.

 

PLAN OF OPERATION

 

In an effort to further expand the companies’ revenue potential beyond that of the information field, Virtual Learning further invested in a non-related business, through associations with several large shareholders in the Company. Virtual recognized that the effects of Super Storm Sandy, which occurred on October 29, 2012 would be far reaching and cause an almost unlimited demand for construction information, as well as specific construction services. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 30,000 homeowners along the New Jersey coastline to elevate their homes, Virtual felt that acquiring an entity in the construction field might provide a stable revenue stream for the company. Additionally, through its previous associations and long standing professional relationships with Dream Homes Ltd., Virtual felt that Dream Homes educational division was an excellent fit with the existing platform that Virtual has developed to market educational software and materials.

 

As such, Virtual Learning acquired though issuance of its common stock a business it will operate as a wholly owned subsidiary of Virtual Learning and pursue opportunities in the real estate field, specifically in new home construction and renovations. As part of this effort, Virtual acquired the rights to complete 6 single family construction projects in the central NJ region, which it will build to completion. Virtual Learning has also recently secured 2 additional home renovation and elevation contracts approximating $300,000, bringing the total number of residential construction projects to 8 and bringing the aggregate total of signed contracts under construction to approximately $1,500,000. Dream Building LLC has also provided estimates to homeowners for a potential additional $2,300,000 worth of residential construction projects and added over 100 active prospects to its data base. All of these prospects may be prime candidates for educational videos and short books on specific construction and rebuilding topics, as well as candidates for rebuilding projects to be built under the Dream Building LLC subsidiary.

 

 

Management hopes for steady growth in this subsidiary of the company, since the rebuilding process will occur over the next 15-20 years. We anticipate possibly being able to efficiently address 5% - 10% of this market. The combined total number of homes affected by Storm Sandy that will need to be raised or demolished and rebuilt is in excess of 30,000 homes, of which less than 3,000 have been rebuilt. This remaining combined market for new construction and elevation projects in the Company’s market area is estimated to be in the range of $3.4 billion dollars.

 

Dream also held its bi-monthly Nearly Famous Rebuilding Seminar in September, which is a powerful educational tool for homeowners who need rebuilding or renovations. This seminar offers unlimited potential for marketing short educational videos, as well as single topic books regarding many aspects of construction and renovation. The revenue opportunities for this type of educational real estate product will be greatly enhanced by Virtual’s experience and existing software platforms.

 

RESULTS OF OPERATIONS – THE VIRTUAL LEARNING COMPANY, INC.

 

The summary below should be referenced in connection with a review of the following discussion of our results of operations for the nine months ended September 30, 2016 and 2015.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

		Nine months ended September 30, 2016				Nine months ended September 30, 2015
Revenue		$	58,998			$	75
Cost of construction contracts			41,339				-
Gross profit			17,659				75
Operating Expenses
Selling, general and administrative			32,006				76,437
Amortization of capitalized curriculum development costs			23,100				24,600
Total operating expenses			55,106				101,037
Loss from operations			(37,447	)			(100,962	)
Other expenses (income):
Amortization of debt discounts			4,166				36,666
Interest expense			5,625				5,038
Consulting fee income			(2,558	)			-
Total other expenses-net			7,233				41,704
Net loss		$	(44,680	)		$	(142,666	)

 

 

Results of Operations - Comparison for the nine months ended September 30, 2016 and 2015.

 

Revenues

 

For the nine months ended September 30, 2016 and 2015, revenues were $58,998 and $75, respectively. The $58,923 increase in revenue for the nine months ended September 30, 2016 was due to construction revenue recognized in 2016.

 

Cost of Sales

 

For the nine months ended September 30, 2016 and 2015, cost of operations were $41,339 and $0, respectively.

 

Operating Expenses

 

Operating expenses decreased $45,931 from $101,037 in 2015 to $55,106 in 2016. The decrease was primarily due to the decrease of $37,500 in the issuance of common stock for legal services.

 

Other Expenses (Income)

 

Other expenses-net decreased $34,471 from $41,704 in 2015 to $7,233 in 2016. The decrease was due primarily to the $32,500 decrease in the amortization of debt discounts.

 

Net Loss

 

Net loss decreased $97,986 from $142,666 in 2015 to $44,680 in 2016. The decrease was due to the $17,584 increase in gross profit, the $45,931 decrease in operating expenses, and the $34,471 decrease in other expenses-net.

 

Liquidity and Capital Resources

 

As of September 30, 2016 and December 31, 2015, our cash balance was $61,193 and $2,298, respectively, total assets were $144,672 and $53,632, respectively, and total current liabilities amounted to $197,590 and $84,371, respectively, including related party loans payable of $16,408 and $14,525, respectively. As of September 30, 2016, the stockholders’ deficiency was $52,918 as compared to a deficiency of $30,739 as of December 31, 2015.

 

Inflation

 

The impact of inflation on the costs of our company, and the ability to pass on cost increases to its subscribers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations since inception, and we do not anticipate that inflationary factors will have a significant impact on future operations.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s President concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President, as appropriate, to allow timely decisions regarding required disclosure.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None .

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosure

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are included with this filing:

 

3.1* Articles of Incorporation (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

3.2* By-laws (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

4.1* Specimen Stock Certificate (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

10.1* Intellectual Property Purchase Agreement (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

10.2* Consulting Agreement with William Kazmierczak 5-22-2010 (Form S-1 Registration No. 333-174674 filed June 2, 2011).

 

31.1 Sarbanes-Oxley Section 302 certification by Vincent Simonelli

 

32.2 Sarbanes-Oxley Section 906 certification by Vincent Simonelli

 

* Previously filed and Incorporated by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned; duly authorized.

 

Date: November 14, 2016	The Virtual Learning Company, Inc.
	By:	/s/ Vincent Simonelli
		Vincent Simonelli
		Chief Executive Officer and Chief Financial Officer