0001144204-11-037616.txt : 20110627 0001144204-11-037616.hdr.sgml : 20110627 20110627114941 ACCESSION NUMBER: 0001144204-11-037616 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110627 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110627 DATE AS OF CHANGE: 20110627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LEARNING Corp CENTRAL INDEX KEY: 0000774517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 112601199 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14807 FILM NUMBER: 11932237 BUSINESS ADDRESS: STREET 1: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5169388000 MAIL ADDRESS: STREET 1: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CLAIMS EVALUATION INC DATE OF NAME CHANGE: 19920703 8-K 1 v226982_8k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2011

American Learning Corporation

(Exact name of registrant as specified in its charter)

New York	0-14807	11-2601199
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

One Jericho Plaza, Jericho, New York	11753
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (516) 938-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition.

On June 27, 2011, American Learning Corporation (the “Company”) issued a press release announcing its financial results for the year ended March 31, 2011. The press release is attached hereto as Exhibit 99.1. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit 99.1

Press Release of American Learning Corporation, dated June 27, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN LEARNING CORPORATION

Date: June 27, 2011	By:	/s/ Gary Gelman
		Gary Gelman
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release of American Learning Corporation, dated June 27, 2011.

EX-99.1 2 v226982_ex99-1.htm EX-99.1

EXHIBIT 99.1

AMERICAN LEARNING CORPORATION

REPORTS FOURTH QUARTER AND YEAR END RESULTS

JERICHO, NY, June 27, 2011: American Learning Corporation (the “Company”) (NASDAQ:ALRN) announced revenues of $2,984,412 and a net loss of $1,115,706 ($.23 net loss per share) for the year ended March 31, 2011. By comparison, the Company reported revenues of $1,982,943 and a net loss of $823,142 ($.17 net loss per share) for the year ended March 31, 2010.

On March 31, 2011, the Company completed the disposition of certain assets of its wholly owned subsidiary, Interactive Therapy Group Consultants, Inc. (“ITG”) in the Upstate Region of New York State (the “Upstate Region”), pursuant to an asset purchase agreement. The Company received total compensation of $650,000, consisting of $200,000 in cash and a thirty-month note receivable in the amount of $450,000. In addition, the Company released John Torrens, ITG’s former President, from his non-competition agreement for a sum of $100,000 in cash. Accordingly, all results related to the Upstate Region have been reflected as discontinued operations.

	Three Months Ended						Years Ended
	03/31/11			03/31/10			03/31/11			03/31/10
	(Unaudited)
Revenues	$	945,508		$	630,879		$	2,984,412		$	1,982,943

Operating loss from continuing operations		(835,919	)		(258,993	)		(1,578,469	)		(1,023,718	)

Loss before discontinued operations		(834,385	)		(256,256	)		(1,573,874	)		(1,014,246	)

Net loss	$	(524,869	)	$	(163,352	)	$	(1,115,706	)	$	(823,142	)

Net earnings (loss) per share:
From continuing operations – basic and diluted	$	(0.18	)	$	(0.05	)	$	(0.33	)	$	(0.21	)
From discontinued operations – basic and diluted	$	0.07		$	0.02		$	0.10		$	0.04

Weighted average shares –
basic and diluted		4,754,900			4,754,900			4,754,900			4,760,075

During the three months ended March 31, 2011 and 2010, the Company recognized stock-based compensation expense totaling $633,400 and $300, respectively, based on the fair value of stock options and warrants granted.

American Learning Corporation, through its wholly owned subsidiaries, Interactive Therapy Group Consultants, Inc. and Signature Learning Resources, Inc., offers a comprehensive range of services to children with developmental delays and disabilities.

For further information contact: Gary J. Knauer, Chief Financial Officer, American Learning Corporation, One Jericho Plaza, Jericho, NY 11753; telephone number (516) 938-8000.

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