EX1A-2A CHARTER

EX1A-3 HLDRS RTS

   Virtual Communication Corporation: exhibit3-1
   

EX1A-8 ESCW AGMT

   Virtual Communications Corporation: exhibit8 
   

EX1A-2B BYLAWS

   Virtual Communication Corporation: Exhibit 2.2 Bylaws
   

EX1A-11 CONSENT

   Virtual Communications Corporation: Exhibit 11 Auditor's Consent 
   

EX1A-12 OPN CNSL

Virtual Communications Corporation

319 E. Warm Springs Road, Suite 100

Las Vegas, NV 89119

To the Board of Directors:

We are acting as counsel to Virtual Communications Corporation (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 10 million Units, each Unit consisting of one share of Common Stock of the Company, and two warrants to purchase Common Stock.

In connection with the opinion contained herein, we have examined the offering statement, the articles of incorporation and bylaws, the minutes of meetings of the Company’s board of directors, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the common shares being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

KHLK, LLP

/s/KHLK LLP

By Sara Hanks, Managing Partner

PART II AND III

PRELIMINARY OFFERING CIRCULAR DATED AUGUST 17, 2015

VIRTUAL COMMUNICATIONS CORPORATION

319 East Warm Springs Road, Suite 100,
Las Vegas, Nevada, 89119
www. virtualcommunicationscorp.com
up to
10,000,000 UNITS
each consisting of one share of Common Stock
and two Warrants
SEE “SECURITIES BEING OFFERED” AT PAGE 25

	Price to Public	Underwriting discount and commissions**	Proceeds to issuer	Proceeds to other persons
Per unit	$2-4*			N/A
Total Minimum	$2.5 million		$2.5 million	N/A
Total Maximum	$20.0 million		$20.0 million	N/A

* The company will provide final pricing information in a final or supplemental Offering Circular.
** The company has not determined whether to engage underwriters in connection with this offering.

The company expects that the amount of expenses of the offering that it will pay will be approximately $100,000.The company has not engaged any “finders.”

This offer will terminate on August 17, 2015. The company has engaged Provident Trust Group as escrow agent to hold any funds that are tendered by investors, and assuming it sells a minimum of $2.5 million in shares, may hold a series of closings at which the company receives the funds from the escrow agent and issues the shares to investors. In the event the company has not sold the minimum amount of shares by August 17, 2015, any money tendered by potential investors will be returned to them by the escrow agent.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

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GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 4.

Sales of these securities will commence on approximately [date].

The company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

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TABLE OF CONTENTS

In this Offering Circular, the term “VCC” or “the company” refers to Virtual Communications Corporation and its subsidiary, Wintech LLC, on a consolidated basis.

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RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

The company is a development-stage company.

VCC was formed in 2010 (as Wintech LLC) and made its first sales in 2011. Accordingly, the company has a limited history upon which an evaluation of its performance and future prospects can be made. VCC’s current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the company reacts to developments in its market, including purchasing patterns of customers and the entry of competitors into the market. VCC will only be able to pay dividends on any shares once its directors determine that it is financially able to do so.

The company depends on one primary product.

The company’s primary product is the ALICE Receptionist system. Although it is developing other products, the company’s survival in the near term depends upon being able to sell ALICE to sufficient customers to make a profit. The company’s current customer base is still small and the company will only succeed if it can attract more customers for its primary product.

If the company cannot raise sufficient funds it will not succeed.

VCC is offering stock in the amount of up to $20 million in this offering, and may close on an offering of $2.5 million. Even if the maximum amount is raised, the company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the company itself or to the broader economy, it may not survive. If the company manages to raise only the minimum amount of funds sought, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds.”

Future fundraising may affect the rights of investors.

In order to expand, the company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital-raising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the company.

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The company depends on a small management team.

The company depends on the skill and experience of four individuals, Ron Robinson, Vernon Rodriguez, Mike Yoder and Frank Yoder. Each has a different skill set. Mr. Robinson is 83 years old. If the company is not able to call upon one of these people for any reason, its operations and development could be harmed. The company intends to seek a new CEO to replace Mr. Robinson, but it cannot assure investors that it will identify suitable candidates in the near term.

The company is controlled by its officers and directors.

The company’s officers and directors currently hold all of the company’s voting stock, and at the conclusion of this offering will continue to hold a majority of the company’s common stock. Investors in this offering will not have the ability to control a vote by the shareholders or the board of directors.

New competitors may enter the market.

The company operates in a relatively new market and the competitive landscape is not yet clear. New competitors may enter the market with an expanded range of products at a lower cost, targeting the same customer base, which may force the company to cut prices.

Competitors may be able to call on more resources than the company.

While the company believes that the ALICE Receptionist system is unique, it is not the only way to address the issues of interacting with visitors to a business location, and the company has to compete with a number of other approaches, including models that are less technology-based, and with businesses making no change at all and retaining human receptionists. Additionally, competitors may replicate VCC’s business ideas and produce directly competing products. These competitors may be better capitalized than VCC, which would give them a significant advantage. This would particularly be the case if major technology companies were to enter the market.

There is no current market for the common stock or warrants.

There is no formal marketplace for the resale of the common stock. The shares may be traded on the over-the-counter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral. There is unlikely to be any secondary market for the warrants.

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DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because eachshare of the same typeis worth the same amount, and you paid more for your shares than earlier investors did for theirs.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, assuming that the Units are priced in the mid-range of the estimates. It reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

	Shares	Price per share	Pre- financing %	Post- financing %	Value	Pro forma book value
Shares issued to founders	25,000,000	$0.0109	99.50	78.64	$272,672
Shares issued for services	124,974	$0.5000	0.50	0.39	$62,491
Investors in this offering, assuming $20 million	6,666,667	$3.0000		20.97	$20,000,000
Total	31,791,641		100.00	100.00	$20,335,163	$0.64

During the last 12 months the company issued a total of 23,390 shares for services to non-affiliates at a price of $0.50 per share for a total of $11,696.

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

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If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most development stage companies such as VCC do not pay dividends for some time).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

• In June 2014 Jane invests $20,000 for shares that represent .02% of acompanyvalued at $1 million.

• In December the company is doing very well and sells $5million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 0 013% of the company but her stake is worth $200,000.

• In June 2015 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.0089% of the company and her stake is worth only $26,660.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The company may offer its securities through one or more underwriters or placement agents. The company has not yet selected any underwriter or placement agent. Any such arrangement will be on a “best efforts” basis, and the underwriter or placement agent will not be obligated to take any securities. The arrangement with any such persons will be on an agency basis.

The company will disclose the selling commission to be paid to underwriters or placement agents, if any are selected, by amendment to this Offering Circular. The company intends to pay commissions, if any, in cash. No other discounts or commissions will be paid to any other persons, including dealers.

The company intends to market the shares in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through social media and posting the company’s Offering Circular or “testing the waters” materials on an online investment platform. Offline marketing may take the form of solicitations of potential investors by brokers or the company.

The company is offering its securities in all states.

No securities are being sold for the account of securityholders; all net proceeds of this offering will go to the company.

Investors’ Tender of Funds and Return of Funds

After the Offering Statement has been qualified by the Securities and Exchange Commission, the company will accept tenders of funds to purchase the Units. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), and may accept the tender of funds before it is clear that the minimum amount sought will be raised. The funds tendered by potential investors will be held either by an escrow agent or by a registered broker-dealer, and will be transferred to the company upon closing. In the event the minimum amount the company is trying to raise is not reached, the escrow agent or broker-dealer will return the funds to investors. The company has engaged an escrow agent and the escrow agreement can be found in Exhibit X to the Offering Statement of which this Offering Circular is a part.

In the event that it takes some time for the company to raise funds in this offering, the company will rely on income from sales and cash on hand of $4,867 as of June 2015, plus a $100,000 commitment from an officer of the company, to continue its operations.

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

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USE OF PROCEEDS TO ISSUER

The net proceeds of this offering to the issuer, after the expenses of the offering (payment to any placement agent(s) for their services, professional fees and printing) will be approximately $19.9 million. VCC plans to use these proceeds as follows:

• Approximately $4.8 million to pay off the following indebtedness:

o $4.73million in principal amount and $38,004in interest owed under Unsecured Term Notes from various lenders not affiliated with the company issue during the course of2012- 2013. The monies borrowed were used for software development, and to meet payroll and other company expenses. The loan under these Notes carries an interest rate of 9% per annum and is unsecured.

• Approximately $1 million for infrastructure, including cloud communications servers and network equipment to expand the capacity, reliability and quality of communications services and add cloud communications infrastructure in international markets including South America, Europe and Asia.

• Approximately $ 2 million for marketing and sales, includingdevelopment of global reseller and distribution channels as well as strategic partnerships with major telecom corporations. These activities will include direct marketing efforts, joint marketing efforts, brand awareness campaigns and other public relations activities including event sponsorships, incentive campaigns and exhibiting at conventions.

• Approximately $2.5 million for international expansion, including employee recruitment for management, sales, network and telecom support, fulfilment, software development and distribution channel executives.

• Approximately $2.0 million for operations, including an increase in staffing in all areas of operations including human relations and legal, increased office space and infrastructure.

Approximately $7.5 million, or 37.5% of the net proceeds assuming the maximum amount offered is raised, has not been allocated for any particular purpose.

Because the offering is a “best efforts” offering with a minimum offering size of $2.5 million, VCC may close the offering without sufficient funds for all the intended purposes set out above. If the offering size is $2.5 millionthen the company estimates that the net proceeds to the issuer will be $2.4 millionand VCC will make the following adjustments to the above uses of proceeds:

• $3.8 million in debt repayment will be deferred.

• The remaining approximately $1.4 million will be used as follows; 13% for infrastructure, 27% for marketing and sales, 335 for international expansion and 275 for operations.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

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THE COMPANY’S BUSINESS

Overview

The company’s management founded Wintech LLC, now a wholly-owned subsidiary of the company, in 2010 in order to develop and market technology that assists businesses to interact with visitors to their physical premises. In 2012 VCC was incorporated and all the assets/ownership interests of Wintech were transferred to VCC. Wintech is the only subsidiary of VCC and all VCC’s current operations are conducted through Wintech. The company is currently operational, and producing revenues, but has not yet realized any profits.

The company currently sells its product to businesses and government entities in the United States, Australia, Azerbaijan, Belgium, Bermuda, Brazil, Canada, China and New Zealand.

Principal Products and Services

The company’s primary product is the ALICE (“A Live Interactive Communication Experience”) Receptionist software. The ALICE system, provided as a software subscription model, permits businesses to control many aspects of handling visitors to their physical premises without the need for a designated member of staff to be located in the entity’s reception area. A single staff member may remotely interact with visitors to a number of physical locations.

The company believes that the interactive ALICE system has a number of advantages over both traditional signage (paper and vinyl) and digital signage that offers only self-service (for example, touch-screens or kiosks with company directories and maps that require the visitor to navigate through multiple options to get the information required). While self-service screens and kiosks save money and resources, often a visitor is unable or unwilling to complete a transaction through a self-service system, and an on-demand, virtual, assisted screen or kiosk enables a back office employee or remote contact center to greet and assist the visitor immediately, improving customer service and satisfaction. Moreover, the ALICE system improves building security by augmenting door admittance technology, permitting the business to keep doors locked while still greeting visitors in a face-to-face manner.

The ALICE Receptionist software can run on desktop, wall-mounted and kiosk flat screens, and as discussed below, can run on a business’s existing hardware or on new equipment purchased from VCC. The system is activated either through motion sensors or when the visitor touches a screen to start the process. An automated, customized video greeting in one of number of different languages prompts the visitor to start using the screen. An employee of the business being visited, either in the same building or at a remote location, can interact by video (one- or two-way) with the visitor, connect the visitor to the person he or she wants to visit (even if that person is off-premises), buzz the visitor in, answer questions and give directions. The interaction is not limited to a connection between the employee’s office and the lobby, but can be operated from any desktop or mobile device. The system includes a company directory and office maps. It also provides the option for the visitor to leave a video or voice message for business employees.

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The software can be hosted through the internet on the cloud, or, for enterprises with security concerns such as government entities, hosted in the enterprise’s own computer systems.

The software service is currently offered at three subscription levels:

• The “Basic” subscription includes video and audio calls, cloud communications service, cloud content and user administration, company and department directories, employee directories, motion detection, visitor video preview and web pages. It is customizable in the business’s corporate branding. It costs from $299 a month for a one-year contract to $239 a month for a five-year contract.

• The “Premium” subscription, which includes all the Basic functions and permits expanded content including images, video and widgets. It also includes VoIP phone support, Microsoft Lync support, operator mode, maps, ring groups and call management, Microsoft Active Directory support, remote watch, usage logs, and visitor badge printing. It is available in Englis, Spanish, French, German, Dutch, Japanese, Chinese and Portuguese. The Premium subscription costs from $399 a month for a one-year contract to $ 319 a month for a five-year contract.

• The “Enterprise” subscription, which includes all the functions described above, also includes the ability to check in and check out visitors, provide a building events listing, log visitor images and permit local administration of users and content. It is available in [list languages]. The Enterprise subscription costs from $499 a month for a one-year contract to $399 a month for a five-year contract.

In addition to selling software and services, the company sells packages of hardware on which the ALICE system can run, together with the software. The hardware, consisting of interactive screens, can range from simple desktop units to standalone kiosks. These range in price from $2,000to over $8,000. The company currently sources the hardware from EloTouchSystems GmbH,OleaKiosks Inc. and ZIVELO INC. (USA) and ZIVELO Gmbh. The company purchases the hardware from the original equipment manufacturers and resells at a markup of approximately 10-20%. The company only orders hardware from the manufacturers in response to a customer order, and thus does not hold any inventory.

The company is currently developing additional products. The “ALICE Live!” personal receptionist service is intended as an add-on to the ALICE Receptionist software package. This service would essentially be an outsourcing of the functions that would otherwise be carried out by an employee of the business to a third-party contact center, which will communicate with visitors, forward messages etc. from a remote location in one of several different languages. The company has not yet established a pricing model for this service.A service for hotels, the ALICE Concierge service, is in the conceptual phase.

Market

The market for the company’s products is all businesses or other enterprises that have visitors to their physical premises, but do not wish to allocate their resources to having a dedicated receptionist.

According to the U.S. Energy Information Administration, there were 5,557,000 commercial buildings in the United States in 2012. Excluding buildings such as houses of worship, 4,316,000 of these buildings are potential ALICE customers, and many of these buildings are occupied by multiple tenants each with their own reception area.

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According to the U.S. Bureau of Labor Statistics, 1,006,700 people were employed as receptionists in 2012, accounting for total aggregate salaries in excess of $26 billion.

The discrepancy between the number of buildings and the number of employed receptionists shows that less than a quarter of buildings have a full-time receptionist. The remainder use legacy lobby management systems, or have no lobby management system in place. ALICE Receptionist offers the opportunity to reduce salary expenses for businesses that employ receptionists and provide an affordable option to businesses without any receptionist.

If 12% of the commercial buildings in the United States were to adopt the ALICE system, at an average revenue of $5,000 per customer, the potential market size would be in excess of $2.5 billion.

The company has attracted customers from eight foreign countries without any marketing efforts outside the United States. The sales pipeline and reseller program includes potential customers from a broader range of countries, and the company plans to use part of the proceeds of this Offering for international marketing efforts.

Marketing/Distribution Channels

The ALICE Reseller Program is the primary method of marketing ALICE throughout the United States and abroad. Resellers are responsible for installation of the ALICE system and providing training and support to the customer. They pay VCC a program fee of $2,000 and receive a 25% discount from the manufacturer’s suggested retail price (“MSRP”) for ALICE services (not including hardware). VCC collects payments from the customers and pays the reseller either monthly or annually depending on the payment terms of the contract with the customer. The company currently has 21 resellers of its products.

The company also has ten distribution agents, who receive a 15% discount from the MSRP. The agents are not responsible for installation and support. In the company’s experience, it is not uncommon for companies to first sign up as distribution agents and later become resellers under the Reseller Program.

VCC intends to form strategic partnerships with companies that can expand the markets. Distribution and white labelling opportunities (the ability for the partners to sell the ALICE system under their own brands) may result in ALICE being marketed and sold by organizations with larger sales forces, extensive customer lists or networks of resellers. Strategic partnerships with international companies will allow ALICE to be marketed, branded and sold by companies who already operate in and understand international markets.The company also sells its products directly. The company augments its distribution programs with the ALICE website, internet ad campaigns, and marketing on social media.

Competition

COMPETITIVE POSITIONING MAP

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The following chart sets out the factors that VCC believes distinguish the ALICE system from the products of the company’s competitors.

A growing number of companies have entered the visitor management market over the last few years. Most of these have emulated components of the ALICE Receptionist technology and approach to visitor management, but the company believes that none are able to compete with ALICE across the board.

ALICE Receptionist remains competitively priced, while not striving to be the least expensive product in this space. The company’s priority is to offer the most advanced, feature-rich, innovative product designed to manage multiple buildings for an organization as well as single office locations.

The company believes that that the ALICE Receptionist system has competitive advantages which resultfrom the following factors:

• Communications – ALICE Receptionist was developed using technology that the telecommunication industry has standardized on for VoIP communications. As a result ALICE integrates with products from telecommunications industry leaders such as Cisco, Avaya, Microsoft Lync, Polycomm, and many others.

• Cloud Infrastructure – ALICE Receptionist offers a complete cloud communications platform which enables customers around the globe to quickly come on-line with ALICE Receptionist services.

• Extensive Features – ALICE Receptionist has a list of mature features that exceeds any other product on the market for virtual receptionist technology and services.

• Enterprise Ready – ALICE Receptionist is designed to work in an enterprise environment. As a results ALICE easily integrates with technology that large organizations are already using, such as Active Directory, VoIP Phone systems, Microsoft Outlook and Google apps.

• Ease of Use – ALICE Receptionist was designed with a “one-touch” philosophy which dictates that a visitor who may have never used an ALICE system before can be connected with a live person with a single touch. Alice also offers a no-touch option which requires no action by the visitor to be connected with a live person. This approach helps accelerate consumer adoption of this technology.

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• Industry Leader – ALICE Receptionist leads not only from a competitive product comparison, but also in a rapidly growing market share which includes an expanding list of industry partners and resellers around the globe.

Research and Development

The company has spent $103,711 to date on the development of softwaresince inception.

Employees

The company currently employs seven people, of whom five are employed full-time, including the four people employed as the company’s executive officers, and two are employed part-time . Additionally, the company engages one consultant.

Technology and Intellectual Property

The company generally provides the ALICE system via the “cloud” using third-party servers, hosted by CyberLynk and Microsoft. Clients with security concerns or policies that prevent external hosting can host the ALICE system completely within their corporate IT infrastructure.

ALICE currently operates on the Microsoft Windows platform.

ALICE voice and video communication is developed on the Session Initiation Protocol (“SIP”) communication protocol, which is widely used for controlling communications sessions such as voice and video calls over Internet Protocol (“IP”). By standardizing on the SIP protocol, the company is able to take advantage of the many inherent features of that protocol, such as user mobility, flexibility with respect to media type, encryption ability, and the ability to communicate via voice, video, chat and instant messaging. Since SIP is used by most Voice over IP (“VoIP”) providers, ALICE can communicate with a wide range of third party end points including VCC’s own SIP-based ALICE Softphone, and smartphones with VOIP applications. ALICE can also integrate with Microsoft Lync devices and end points; so Microsoft Lync users are potential customers for the ALICE system.

ALICE video communication is currently developed using CounterPath’s Software Development Kit (“SDK”). CounterPath is a technology leader in SIP communications and its technology is widely used by prominent technology companies. VCC licenses the SDK from CounterPath. By integrating CounterPath’s technology, the company believes it will be able to leverage CounterPath’s continued development of new features and benefit from easy integration with other CounterPath strategic partner products such as SIP Softphones developed by other companies.

The company is currently developing the next advancement in ALICE on WebRTC, an emerging technology which enables web browsers to implement real-time communications (“RTC”) by means of simple JavaScript application programming interfaces (“APIs”), and which the company expects to replace the CounterPath SDK in the future. WebRTC is an open project (meaning that anyone can use the code being developed and no licenses are required) supported by Google. The company anticipates that this technology will enable VCC to extend ALICE beyond Microsoft Windows to Android, iOS and Linux based operating systems. The company anticipates that this development will result in lower system hardware cost for the ALICE systems , allowing VCC to pursue more aggressive pricing and reach a wider range of potential customers.

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VCC has applied for a patent for the ALICE Receptionist process, which is pending.

Litigation

A complaint has been filed in the District Court of Clark County against the company and its CEO by one of its noteholder with respect to the notes that were issued in 2013. The company has answered the complaint and intends to pursue a defense or settlement.

The company’s property

The company does not own any material physical property. It currently leases its premises, although under its lease agreement it has the option to buy its office building.

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MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

As of the end of the second quarter of 2015, sales of ALICE Receptionist solutions have matched 2014 year end totals.

The company has switched to a reoccurring revenue subscription pricing model which is intended to increase revenue from each new customer. Until July 2015, the company sold the ALICE system as a perpetual license with additional charges for maintenance and support contracts if the customer chose to contract for support.Revenue from the sales of such licenses was recognized when services were rendered and revenue from maintenance and support contracts was recognized over the service period covered by the contract (more detail about the conditions for recognition appears in Note 2 to the Company’s financial statements). Starting July 1, 2015, the ALICE Receptionist product will only be available as a software subscription, which may be billed on a monthly or annual basis. Those subscriptions paid monthly will be recognized as revenue in the month in which they are received whereas annual subscriptions will recognized ratably over the subscription term. This change means that revenues for periods before 2015 and for periods within 2015 may not be readily comparable.

The company’s net revenues for the year ended December 31, 2014 were $450,634,a 72% increase from $262,154 in 2013. Net revenues consist of all sales, less discounts and returns. The company’s revenues were primarily derived from the sale of the ALICE system, which is composed of three primary components: hardware sales, software sales and support and maintenance contracts. For the year ended December 31, 2014, the company recorded $116,388 in hardware sales, $293,061 in software sales and $49, 102 in support and maintenance fees. All other income is from miscellaneous fees such as shipping and delivery. The primary driver of changes from the year ending December 31, 2013 was the increase in the company’s customer base, although the proportion of sales from software also increased over this period.

Cost of goods primarily consists of computer equipment, video displays, component parts and shipping supplies. Software development costs were capitalized through March 2013, when the technological feasibility of the software was achieved, and from that point software development costs were expensed as costs of goods sold or general and administrative expenses. Cost of goods sold in 2014 was $208,604, a 34% increase from 2013, primarily due to the greater volume of sales. Gross profit (revenues less the cost of producing those revenues) in 2014 was $242,030, an increase over 2013 of 128%. Gross margins in 2014 were 54%, compared to 40% in 2013, primarily due to the change in product mix, as hardware includes a cost of goods components, unlike software.

The company’s operating expenses consist of rent, payroll, professional services, marketing and advertising, utilities and general and administrative costs. Operating expenses in 2014 amounted to $1,570,792, a51% increase from $1,041,891 in 2013. The primary components of this increase were due to:

• A351% increase in legal and professional costs to $586,619, due to audit and accounting fees and the preparation of private placement documentation for an offering that was not pursuedand to the forgiveness of loans to three of the company’s officers made in 2012. Those loans were made during the early stages of the company, before the company made any payroll payments to those officers.

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• A 40% increase in payroll expenses to $523,859, due to the hiring of additional personnel in 2014 and the fact that the company only started paying its personnel in March of 2013 and thus 2013 included only nine months of payroll expenses.

• A 44% increase in general and administrative costs to $148,685due to increased operations.

The increases in operating expenses were offset by:

• A 33% decrease in rental expenses to $229,359, as a result of the expiration of the formal rental period on September 1, 2014 and the forbearance of rent by the related party lessor.

As a result of the foregoing factors, the company’s net loss from operations was $1,328,762 in 2014, a 42% increase from losses of $935,724 in 2013.

Other expenses primarily consist of depreciation and amortization, bad debt expense, interest payments and debt capital finance charges. Other expenses amounted to $672,870in 2014, a 30% increase from $518,750 in 2013. The primary reasons for this change were:

• A 2,017% increase in bad debts, to $33,349, due to an increase in the volume of sales and number of customers.

• A 65% increase to $405,491 in interest expense, due to the incurrence of additional debt in 2014.

As a result of the foregoing factors, the company’s net loss for 2014 was $2,001,632, an increase of 38% from a net loss of $1,454,474 in 2013.

The company’s net revenues for 2013 were $262,154. The company’s revenues were primarily derived from the sale of the ALICE system, comprising $82,608 in hardware sales, $80,442 in software sales and $48,873 in support and maintenance fees. Most of the company's customers purchase all three components when subscribing to the ALICE system.

Cost of goods sold in 2013 was $155,987. Gross profit in 2013 was $106,167.

Operating expenses in 2013were $1,041,891. The primary elements of this cost were:

• $343,098 in rent expenses.

• Legal and professional fees.

• Payroll expenses of $373,492, as the company paid salaries beginning March, 2013.

Other expenses amounted to $518,750in 2013. The primary components of this cost were:

• Interest expense of $246,418 under of which $54,843 was a result of interest accrued on past due rent payable to a related party and $191,575 resulting from $2,875,750 in notes payable

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• Debt capital finance charges of $254,785 paid in the course of debt financing as a result of commissions paid on funds raised by an independent third party.

• Depreciation and amortization, related to initial software development, in the amount of $16,797.

As a result of the foregoing factors, the company’s net loss for 2013 was $1,454,474.

Liquidity and Capital Resources

To date, the company has not made any profits and is still a “development stage company.” While some financial resources have come from sales, sales only provide a fraction of the money needed to operate the company, and profits are not likely for some time. The company has recorded losses from the time of inception in the total amount of $5,058,166.

The company was initially capitalized by equity investments from its shareholders in the amount of $271,672and loans from the issuance of notes. The principal amount of notes outstanding as of December 31, 2014 was $4,735,750. The company additionally owed $457,179 in rent to a related party. While the company intends to pay off the notes with the proceeds of this offering, management will continue to seek additional contributions from its current owners. Management has also begun negotiations to open an operating line of credit. The company had cash on hand in the amount of $424,243 at December 31, 2014.

The company has not committed to make any capital expenditures, and in the event it does not raise sufficient funds from this offering, it will defer the capital expenditures it has planned. Since the company orders hardware as the need for it is incurred on a particular project, it does not need or keep any significant inventory.

Trend Information

Initially ALICE Receptionist was targeted to small and medium sized businesses and single office installations. Starting in 2014, the company introduced enterprise class features into the product and VCC’s target market shifted upstream to larger corporations and government agencies with multiple locations. With these product enhancements,the company began seeing an increase of interest from larger companies. In 2015 the company has experienced a continuing increase in interest from large organizations looking to purchase multiple or many ALICE systems to deploy in office across states.

This market shift from smaller entities to enterprise and government customers, and the greatly-expanded functionality of the product led to the changes in pricing models that went into effect on July 1, 2015. The company believes that this pricing more accurately reflects the value VCC’s current product offers to its current target market.

Customer demand in 2015 has been increasing and by the close of the second quarter 2015 the company matched total sales for all of 2014. VCC’s sales pipeline has increased quarter over quarter while maintaining a small backlog on orders.

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Backlog is generally driven by the supply of hardware manufacture on hand supply.Delivery of an ALICE system for software-only purchase is typically completed in a few days. Once an order is placed and funds received, the fulfillment team contacts the customer and schedules a day for remote installation, configuration and training of the software.For hardware orders, the system delivery can take between one and eight weeks depending on the hardware selected and any customized features.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets out the company’s officers and directors. All work with the company on a full-time basis.

Name	Position	Age	Term of Office
Executive Officers:
Ron J. Robinson	CEO	83	Appointed to indefinite term of office, December 31, 2012
S. Vernon Rodriguez	CFO	67	Appointed to indefinite term of office, December 31, 2012
Michael T. Yoder	EVP and Chief technology Officer	47	Appointed to indefinite term of office, December 31, 2012
Frank T. Yoder, Jr.	President	55	Appointed to indefinite term of office, December 31, 2012
Directors:
Ron J. Robinson	Chairman		Appointed to indefinite term of office, December 31, 2012
S. Vernon Rodrigues	Director		Appointed to indefinite term of office, December 31, 2012
Frank T. Yoder, Jr.	Director		Appointed to indefinite term of office, December 31, 2012

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Michael T. Yoder Director Appointed to indefinite term of office, December 31, 2012

Frank Yoder and Mike Yoder are brothers.

Ron J. Robinson, CEO and Chairman of the Board

Ron Robinson is the company’s CEO and Chairman of the Board. He has held this position since 2012 and is in charge of all policy and operations of the company. From 1997 to the present, he was Managing Member of National Commercial Properties, LLC and concurrently Director of Oasis Residential REIT. From 2010 onwards, he was Managing Member of Wintech, LLC, which is now a subsidiary of the company. Previously, Mr. Robinson served as President and CEO of CEC Industries, Inc. and President of and CEO of Crowne Ventures, Inc. He holds a BA/LLB degree from LaSalle Extension University. Mr. Robinson is a veteran of the US Air Force.

Simon Vernon Rodriguez, Chief Financial Officer

Vernon Rodriguez is the company’s Chief Financial Officer. He has a background in sales, marketing and accounting strategies and systems for financial services firms. He has held this position since 2012and is in charge of financial policy and financial records of the company. Previously (from 2004 to present) he was a commercial real estate agent at National Commercial Properties, Inc., where his responsibilities were commercial real estate, leasing and management, and prior to that he was Vice President of Crowne Ventures, Inc., where he was National Sales and Marketing Director. He holds a degree in business and political science from the University of New Mexico.

Mike Yoder, EVP and Chief Technology Officer

Mike Yoder serves as the company’s Executive Vice President and Chief Technology Officer. He is responsible for product vision and development, and the development of the company’s global distribution channel partner program. He has held this position since 2010Previously, Mr. Yoder served as Chief Operating Officer of Advanced Information Systems (AIS), from 2001 to 2011. In this position, he was responsible for the development of AIS products.

Frank Yoder, Vice President Marketing

Frank Yoder serves as the company’s President, in which position he oversees the communications platform and sales and support teams. He has held that position since 2011. From 1987 to 2011, Frank founded and served as President of Advanced Information Systems (AIS). At AIS, Frank led AIS’s Voice and Data department, which established contact centers throughout North America and Europe. Frank sits on the Computer Science Advisory Council for the College of Engineering at the University of Nevada Las Vegas, and is a board member of Nevada’s Center for Entrepreneurship and Technology.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2014 the company compensated itsfour highest-paid directors and executive officers as follows:

Name	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)	Total compensation ($)
Ron J. Robinson	Chief Executive Officer and Chairman	100,000	N/A	100,000
S. Vernon Rodriguez	Chief Financial Officer	85,000	N/A	85,000
Mike Yoder	EVP and Chief Technology Officer	85,000	N/A	85,000
Frank Yoder	Vice President, Marketing	85,000	N/A	85,000

For the fiscal year ended December 31, 2014, the company paidits directors as a group $255,000. There are four directors in this group. Directors do not receive directors’ fees.

No accrued compensation is due to any member of management. The company has not paid Mr. Robinson the salary he is owed and he does not intend to accept that salary. The company does not have an option plan.

During 2012, the company advanced loans of $56,000 each to Vernon Rodriguez, Mike Yoder and Frank Yoder. The company’s board of directors (on which each of these people serve) voted to forgive this debt during 2014, and a total of $168,000 was expensed as legal and professional fees.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of August 10, 2015, the voting securities of the company that are owned by executive officers and directors, and other persons holding more than 10% of the company’s voting securities, or having the right to acquire those securities. The company has only issued common stock to date.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class
Common Stock	Daughters of Ron Robinson 3785 Mesa Linda Drive, Las Vegas, NV 89120	11,000,000 Owned via Scotsman Trust, an irrevocable trust of which Mr. Robinson is the trustee	N/A	43.78%
Common Stock	Mike Yoder 1901 Empoli, Las Vegas, NV 89134	5,500,000 directly owned	N/A	21.89
Common Stock	Frank Yoder 11784 Bella Luna Street, Las Vegas, NV 89183	5,500,000 directly owned	N/A	21.89
	S.Vernon Rodriguez 1253 Vietti Street Henderson, Nevada 89012	3,000,000 directly owned	N/A	11.94

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INTEREST OF MANGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Loans to Management

During 2012, the company advanced loans of $56,000 each to Vernon Rodriguez, Mike Yoder and Frank Yoder. The company’s board of directors (on which each of these people serve) voted to forgive this debt during 2014, and a total of $168,000 was expensed as legal and professional fees.

Rental from Related Party

On August 11, 2011 the company entered into a lease agreement with Warm Springs/Placid, LLC, a company controlled by Mr. Robinson, the CEO, for the lease of part of an office building. On August 1, 2011 the lease was assigned to the company by AIS, which is an entity previously operated by members of management. At the date of assignment, the lease had accrued rent payable of $561,213. The company has moved offices to 319 E. Warm Springs Road Suite 100, Las Vegas, NV 89119 which is a building owned by a related party. The company is currently leasing the office rent free.

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SECURITIES BEING OFFERED

General

The company is offering Units that comprise one share of common stock and two warrants to purchase common stock.

The following description summarizes the most important terms of the company’s capital stock. VCC has adopted an amended and restated certificate of incorporation and this description summarizes the provisions of that document. This summary does not purport to be complete and is qualified in its entirety by the provisions of VCC’s amended and restated certificate of incorporation and amended and bylaws, copies of which have been filed as exhibits to the offering statement of which this Offering Circular is a part. For a complete description of VCC’s capital stock, you should refer to the amended and restated certificate of incorporationand bylaws and to the applicable provisions of Nevada law.

Immediately following the completion of this offering, VCC’s authorized capital stock will consist of 100,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of Series A Preferred Stock, $0.001 par value per share.

As of June 30, 2015 there were 25,156,475 shares of VCC’scommon stock outstanding, held by approximately 6stockholders of record. No Preferred Stock was outstanding. The company’s board of directors is authorized, without stockholder approval, to issue additional shares of capital stock.

Common Stock

Dividend Rights

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of VCC’s common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. The company has never declared or paid cash dividends on any of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

Each holder of VCC’s common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. VCC’s stockholders have cumulative voting rights in the election of directors.

Right to Receive Liquidation Distributions

In the event of VCC’s liquidation, dissolution or winding up, holders of its common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of VCC’s common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to the company’s common stock. The rights, preferences and privileges of the holders of the company’s common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of VCC’s preferred stock that the company may designate in the future.

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Preferred Stock

VCC’s board of directors will have the authority, without further action by its stockholders, to issue up to 5,000,000 shares of Series A Preferred Stock, convertible into common stock. The issuance of preferred stock by VCC could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. Upon the completion of this offering, no shares of preferred stock will be outstanding, and the company has no immediateplan to issue any shares of preferred stock.

Anti-Takeover Effects of Provisions of Nevada State Law

The company may in the future become subject to the “control share” provisions of the corporation law of the State of Nevada. A corporation is subject to these provisions if it has more than 200 shareholders of record, at least 100 of whom are residents of Nevada, and if the corporation does business in Nevada, including directly or through an affiliated corporation. This control share law may have the effect of discouraging corporate takeovers. As of the date of this Offering Circular, the company had less than 10 shareholders of record and conducted business in Nevada.

The control share law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding voting shares that would be sufficient, but for the operation of the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less than one-third; (2) one-third or more but less than a majority; or (3) a majority or more. The ability to exercise this voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that an acquiring person, and those acting in association with such person, will obtain only such voting rights in the control shares as are conferred by a resolution of the shareholders of the corporation, approved at a special or annual meeting of shareholders. The control share law contemplates that voting rights will be considered only once by the other shareholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the shareholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not permanently become non-voting shares. The acquiring person is free to sell the shares to others. If the buyer or buyers of those shares themselves do not acquire a controlling interest, the shares are not governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, and shareholder of record, other than the acquiring person, who did not vote in favor of approval of voting rights, is entitled to demand fair value for such shareholder’s shares.

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In addition, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the company from doing so if it cannot obtain the approval of the company’s board of directors.

Warrants

The warrants to be issued as part of the Units each permit the holder to exercise the warrant for one share of common stock at an exercise price of $5. The warrants will be exercisable until two years from the date of their issue.

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FINANCIAL STATEMENTS

- Audit Report and Communication Letter

- VCC Financials Dec 31 2014 v5 Balance

- VCC Financials Dec 31 2014 v5 Operations

- VCC Financials Dec 31 2014 v5 Cash flow

- VCC Financials Dec 31 2014 v5 Equity

- VCC Notes Dec 31 2014 v5

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Part III

INDEX TO EXHIBITS

- Exhibit 2.1 Certificate of Incorporation and Amended Certificate of Incorporation

- Exhibit 2.2 Bylaws

- Exhibit 3.1 Certificate of Designations

- Exhibit 3.2 Warrant

- Exhibit 4 Subscription Agreement

- Exhibit 8 Escrow Agreement

- Exhibit 11 Auditors Consent

- Exhibit 12 Legal Opinion

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Orlando, State of Nevada, on August 17, 2015.

Virtual Communications Corporation

By	/s/ Ron J. Robinson
	Ron Robinson, Chief Executive Officer of
	Virtual Communications Corporation

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Ron J. Robinson
Ron J. Robinson, Chief Executive Officer
Date:     August 17, 2015

/s/ S. Vernon Rodrigues
S. Vernon Rodrigues, Chief Financial Officer and Chief Accounting Officer
Date:    August 17, 2015

/s/ Michael T. Yoder
Michael T. Yoder, Director
Date:     August 17, 2015

/s/ Frank T. Yoder, Jr.
Frank T. Yoder, Jr., Director
Date:    August 17, 2015

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PART II AND III

   Virtual Communication Corporation: Balance Sheet
   

PART II AND III

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Year			For the Year
		Ended December			Ended December
		31, 2014			31, 2013
OPERATING ACTIVITIES
Net loss	$	(2,001,632	)	$	(1,454,474	)
Adjustments to reconcile net loss from operations:
Bad debt expense		33,349			1,575
Depreciation and amortization		15,805			16,797
Common stock issued for services		25,322			37,167
Officer debt forgiven		168,000			-
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable		9,152			(79,186	)
Increase in prepaid expenses		(2,665	)		-
Increase in deferred revenue		21,949			3,648
Decrease in rent payable to a related party		(603,577	)		(171,395	)
Increase in accrued interest		1,838			-
Increase (decrease) in accounts payable and accrued expense		9,330			(4,663	)
Net cash used in operating activities		(2,323,129	)		(1,650,531	)
INVESTING ACTIVITIES
Purchase of furniture and equipment		(4,159	)		(7,695	)
Investment in software development		-			(17,568	)
Net cash used in investing activities		(4,159	)		(25,263	)
FINANCING ACTIVITIES
Contributions from officers		1,000			-
Proceeds (repayments) on line of credit		-			(292,000	)
Proceeds from notes payable		2,187,500			2,548,250
Repayment of notes payable		(327,500	)		-
Net cash provided by financing activities		1,861,000			2,256,250
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(466,288	)		580,456
CASH AND CASH EQUIVALENTS
-BEGINNING OF PERIOD		890,531			310,075.00
CASH AND CASH EQUIVALENTS
-END OF PERIOD	$	424,243		$	890,531
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	403,654		$	192,322
Cash paid for taxes	$	122,308		$	32,526
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Furniture and equipment contributed at inception	$	-		$	-

The accompanying notes are an integral part of these condensed financial statements.

PART II AND III

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

									Deficit
									Accumulated
							Additional		During			Total
	Series A Preferred		Common Stock				Paid-in		Development			Stockholders'
	Issued	Amount	Issued		Amount		Capital		Stage			Equity (Deficit)
Balance, December 31, 2012 (audited)	- $	-	25,000,000	$	25,000	$	246,672	$	(1,602,060	)	$	(1,330,388	)
Shares issued for consulting services	-	-	5,400		5		2,695		-			2,700
Shares issued for consulting services	-	-	7,700		8		3,842		-			3,850
Shares issued for consulting services	-	-	29,330		29		14,638		-			14,667
Shares issued for consulting services	-	-	31,900		32		15,918		-			15,950
Net loss	-	-	-		-		-		(1,454,474	)		(1,454,474	)
Balance, December 31, 2013 (audited)	-	-	25,074,330		25,074		283,765		(3,056,534	)		(2,747,695	)
Shares issued for consulting services	-	-	27,254		27		13,600		-			13,627
Capital contributed by officer	-	-	-		-		1,000		-			1,000
Shares issued for consulting services	-	-	18,890		19		9,426		-			9,445
Shares issued for consulting services	-	-	4,500		5		2,245		-			2,250
Net loss	-	-	-		-		-		(2,001,632	)		(2,001,632	)
Balance, December 31, 2014 (audited)	- $	-	25,124,974	$	25,125	$	310,036	$	(5,058,166	)	$	(4,723,005	)

The accompanying notes are an integral part of these financial statements.

PART II AND III

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Virtual Communication Corporation hereinafter, (“the Company”, “Wintech”, or “VCC”) was incorporated in the State of Nevada on January 26, 2012. The Company’s wholly owned subsidiary Wintech, LLC was organized in the State of Nevada on August 13, 2010.

WinTech has produced A.L.I.C.E. A Live Interactive Communication Experience. ALICE is a technology platform to bring face to face video interactions to help revolutionize how businesses interact with customers. WinTech’s first product to market is ALICE Receptionist. ALICE Receptionist is a building visitor management solution that brings professionalism, security, face to face interaction, and substantial cost savings to any business that needs to manage building visitor traffic. The Company has developed product demonstration videos and testimonials which may be viewed on its website http://www.alicereceptionist.com.

Basis of Presentation

The Company is considered to be a development stage company and has not generated significant revenues from operations. There is no bankruptcy, receivership, or similar proceedings against our company. These statements and the term “Company” refer to the consolidated financial condition and operations of Virtual Communications Corporation and its wholly owned subsidiary Wintech, LLC since August 13, 2010.

The accompanying audited 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 annual financial information.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. Furthermore, as of December 31, 2014, the Company has accumulated losses from inception (August 13, 2010) of $5,058,166. Likewise, net cash of $4,283,535 has been used in operations during the same period. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities which may be necessary should the Company be unable to continue as a going concern. Management believes that the Company will need to obtain additional funding by borrowing funds from its directors and officers, or a private placement of common stock through various sales and public offerings.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements involves the use of estimates, which have been made using judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been prepared within the framework of the significant accounting policies summarized below:

Cash and Cash Equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company's financial instruments consist of cash, accounts payable and accrued liabilities. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Revenue Recognition

The Company recognizes revenue on an accrual basis. The Company generally earns revenue through the sale of software keys, hardware terminals, and service and maintenance contracts. Furthermore, the Company’s portions of any fees collected are non-refundable. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. For the year ended December 31, 2014 and 2013, the Company recognized revenues of $472,212 and $262,752 with net returns and discounts of $19,078 and $598, respectfully for which each of the four aforementioned criteria were satisfied.

Deferred Revenue

The Company offers maintenance and support contracts to its clients. These service contracts cover an average period of 1 year. The revenue received for these contracts is initially recorded as deferred revenue and recognized as revenue in the statement of operation in even intervals over the service period covered by the contract. Some support and maintenance contracts are paid on a monthly basis and are recorded as revenue when received. During the year ended December 31, 2014 and 2013 the Company received $63,464 and $19,401 in maintenance and support fees of which $41,515 and $15,753 was recorded as revenue, respectfully.

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Concentration of credit risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below.

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, and marketable debt securities. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector. To manage the risk exposure, the Company maintains its portfolio of cash and cash equivalents and short-term and long-term investments.

Allowance for Doubtful Accounts

Management periodically reviews accounts receivable and records a bad debt expense for accounts that are deemed less than likely to be collected. The accounts are evaluated in 30 day increments from the current balance sheet date from 90 days prior. Any accounts current to 30 days aging are weighted with a 100% probability of collection unless certain factors indicate otherwise; accounts aging 31 to 60 days are weighted 60%, accounts again 61 to 90 are weighted 50%, and those accounts 90 days or older are weighted 25% probability of collection. Any accounts subsequently collected from the date of the balance sheet are given a 100% weight.

As of December 31, 2014, the Company had $9,569 in accounts aging 31 to 60 days and $45,595 in accounts aging over 90 days which had not been subsequently collected. Accordingly, the Company recorded a bad debt expense of $33,349 for the year ended December 31, 2014. As of December 31, 2013, the Company had $1,742 in accounts aging 61 to 90 days which had not been subsequently collected and $939 in accounts again 90 days or more which had not subsequently been collected. Accordingly, the Company recorded a bad debt expense of $1,575 for the year ended December 31, 2013.

Fixed Assets

Property and equipment is recorded at cost, net depreciation. Depreciation is calculated principally on the straight-line method over the following estimated useful lives:

	Years
Equipment	5 - 7
Computers	3 - 5
Software	3

The Company generally does not capitalize asset purchases of $500 or less.

Software Development

Software development consists of costs expended in the production of the Company's flagship software package. The Company capitalizes software development costs in accordance with ASC 985-20-25. The software's technological feasibility was achieved upon the Company's inception and the general release date was March, 2013 after which all such costs are expensed as costs of goods sold or general and administrative expenses on the statement of operations. Amortization of software development costs are calculated on the straight-line method over the estimated useful life of 15 years.

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Per Share Data

In accordance with "ASC 260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2014 and 2013, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation.

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards and the issuance of common stock for services. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Accordingly, the Company recognized stock-based compensation expense of $25,322 and $37,167 during the years ended December 31, 2014 and 2013, respectively (see Note 9).

Advertising Costs

Advertising costs are to be expensed as incurred in accordance to Company policy; for the year ended December 31, 2014 and 2013 advertising expenses totaled $61,913 and $72,774, respectfully.

Cost of Goods Sold

Cost of goods sold includes computer equipment, video displays, component parts, and shipping supplies. Shipping and handling costs are not a significant portion of the cost of revenue. Materials and supplies are ordered as the need for them is incurred on a particular project. Accordingly, the Company does not hold or store any inventory.

Income taxes

The Company records income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the information available it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

Recent Accounting Pronouncements

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. This standard has the potential to affect every entity’s day-to-day accounting and, possibly, the way business is executed through contracts with customers.

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Public entities are required to adopt the revenue recognition standards for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter (which equates to January 1, 2017 for public entities with a December 31 year-end). Early adoption of ASU 2014-09 is not permitted for public entities. Nonpublic entities are required to apply the revenue recognition standard for annual reporting periods beginning on or after December 15, 2017, and interim reporting periods within annual reporting periods beginning after December 15, 2018. Alternately, nonpublic entities can elect several variations of early adoption not earlier than public entities. FASB ASU No. 2014-09 will amend FASB Accounting Standards Codification® (ASC) by creating Topic 606, Revenue from Contracts with Customers and Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers.

Management has evaluated all other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

NOTE 3 – DUE FROM A RELATED PARTY

During 2012 the Company advanced $56,000 to 3 officers of the Company for a total of $168,000. The amounts advanced are unsecured, due on demand, and carry a 3% interest rate that may be waived by management if the amounts are repaid within 30 days of repayment demand by the Company. Interest has not been accrued on these amount since it is more than likely the amount will be repaid within 30 days of the demand by the Company. The Board of Directors voted to forgive this debt during 2014 and the $168,000 was expensed under the income statement caption 'Legal and professional fees'.

NOTE 4 – FIXED ASSETS

Property and equipment consist of the following at December 31:

	Life		2014			2013
Computers equipment	3-5	$	220,589		$	219,578
Furniture and equipment	5-7		8,621			8,621
Software	3		10,234			7,085
Less accumulated depreciation			(229,200	)		(220,309	)
Net book value, December 31		$	10,244		$	14,975

Depreciation expense for the year ended December 31, 2014 and 2013 was $8,891 and $5,692, respectfully.

NOTE 5 – SOFTWARE DEVELOPMENT

Property and equipment consist of the following at December 31:

	Life		2014			2013
Software development costs	15	$	103,711		$	103,711
Less accumulated amortization			(17,114	)		(10,200	)
Net book value, December 31		$	86,597		$	93,511

Amortization expense for the year ended December 31, 2014 and 2013 was $6,914 and $6,750, respectfully.

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 6 – LINE OF CREDIT

On September 27, 2011 the Company consummated a line of credit promissory note with a third party financial institution for $300,000. The line of credit carried an average interest rate of 6.95%, was secured by a deed of trust and the Companies assets and inventory, and was due on September 27, 2012. The Company incurred a loan fee of 1.643% or $4,930 in connection with the loan which was capitalized during 2011.

On January 17, 2013 the line of credit was paid in full and extinguished. Accordingly, the remaining capitalized loan fees of $4,355 were amortized and expensed during 2013. The Company recognized interest expense of $4,461 in connection with the line of credit.

NOTE 7 – RENT PAYABLE TO A RELATED PARTY

On August 11, 2011 the Company entered into a lease agreement with a party under common management. The lease covers office space of 11,000 square feet with a base rent of 2.15 per square foot with an annual CPI adjustment. The lease also carries an operating expense fee of $0.27 per square foot, a late fee of 5%, and interest on unpaid balances of the 2% over the Prime Interest Rate as periodically issued. The lease was assigned to the Company by an entity under common management on August 1, 2011 at which date the accrued rent was $561,213 with $97,262 in late penalties and $28,197 in interest. Unless mutually extended, the lease expired on September 1, 2014.

As of December 31, 2014 and 2013 $34,179 and $54,086 of interest expense has been charged in relation to the lease.

NOTE 8 – NOTES PAYABLE

The Company has entered into a series of notes payable with several unrelated parties; all notes containing identical terms from the date of consummation. The notes are unsecured, bearing an interest rate of 9%, and due within 18 months from the execution date with an option to extend for six months. The notes also carry a late fee of 5% after a 5-day grace period and are conditionally guaranteed by an officer of the Company.

During 2014 and 2013 the Company received proceeds of $2,187,500 and $2,548,250 and made repayments of $327,500 and $-0-, respectively from the aforementioned notes. Accordingly as a result of these notes payable, for the year ended December 31, 2014 and 2013, the Company recorded interest expense of $371,229 and $191,575, respectively.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred

The Company has authorized 5,000,000 of Series A Convertible Preferred stock with a par value of $0.001. These shares are entitled to a 7% non-cumulative dividend with liquidation preferences and are convertible into common stock at an initial 20% discount of the average closing bid price of the common stock for thirty consecutive trading days preceding the conversion date. The shares are entitled to one vote for every share of common stock that would result upon the conversion of the preferred shares to common shares. As of December 31, 2014 there was -0- shares of Series A Convertible Preferred stock issued and outstanding.

Common Stock

The Company has 100,000,000 common shares authorized at a par value of $0.001 per share.

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 9 – STOCKHOLDERS’ DEFICIT - (CONTINUED)

Common Stock Issued

During the three months ended March 31, 2013 the Company issued 5,400 shares of common stock for services at a price of $0.50 per share for a total value of $2,700.

During the three months ended June 30, 2013 the Company issued 7,700 shares of common stock for services at a price of $0.50 per share for a total value of $3,850.

During the three months ended September 30, 2013 the Company issued 29,330 shares of common stock for services at a price of $0.50 per share for a total value of $14,667.

During the three months ended December 31, 2013 the Company issued 31,900 shares of common stock for services at a price of $0.50 per share for a total value of $15,950.

During the three months ended March 31, 2014 the Company issued 27,254 shares of common stock for services at a price of $0.50 per share for a total value of $13,627.

On April 4, 2014, an officer of the Company contributed $1,000 of capital to the Company.

During the three months ended June 30, 2014 the Company issued 18,890 shares of common stock for services at a price of $0.50 per share for a total value of $9,445.

During the three months ended December 31, 2014 the Company issued 4,500 shares of common stock for services at a price of $0.50 per share for a total value of $2,250.

NOTE 10 – INCOME TAXES

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset since inception is $1,601,086 which is calculated by multiplying a 34% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

For the period ended December 31,		2014			2013
Book loss for the year	$	(2,001,632	)	$	(1,454,474	)
Adjustments:
Meals and entertainment		1,480			543
Book depreciation over tax		-			-
Stock based compensation		25,322			37,167
Bad debt expense		33,349			1,575
Deferred revenue		21,949			3,648
Tax loss for the year	$	(1,919,532	)	$	(1,411,541	)
Estimated effective tax rate		34%			34%
Deferred tax asset	$	(652,641	)	$	(479,924	)

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
December 31, 2014 & 2013
(Audited)

NOTE 10 – INCOME TAXES - (CONTINUED)

The total valuation allowance is $1,601,086. Details for the last two periods are as follows:

As of December 31,		2014			2013
Deferred tax asset	$	1,601,086		$	948,445
Valuation allowance		(1,601,086	)		(948,445	)
Net deferred tax asset		-			-
Income tax expense	$	-		$	-

Below is a chart showing the estimated corporate federal cumulative net operating loss (NOL) carry forward of $4,709,076 and the years in which it will expire.

Year		Amount	Expiration
2014	$	1,919,532	2034
2013	$	1,411,541	2033
Prior to 2013	$	1,378,004	Prior to 2033

NOTE 11 - SUBSEQUENT EVENTS

During the months following the date of these financials the Company has been unable to repay a series of notes payable as they have matured and accordingly is in default on these notes payable (see Note 8).

On February 26, 2015 the Company entered a month to month lease with and third party to rent 4,132 square feet for $5,165 per month.

The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined there are no further events that would require adjustment to, or disclosure in, the financial statements.

PART II AND III

VIRTUAL COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(AUDITED)

		For the Year			For the Year
		Ended December			Ended December
		31, 2014			31, 2013
REVENUE, NET	$	450,634		$	262,154
Cost of goods sold		208,604			155,987
GROSS PROFIT		242,030			106,167
OPERATING EXPENSES
Rent expense		229,359			343,098
Legal and professional		586,619			130,191
Marketing and advertising		61,913			72,774
Payroll expenses		523,859			373,492
Utilities		20,357			19,135
General and administrative		148,685			103,201
Total Operating Expenses		1,570,792			1,041,891
NET LOSS FROM OPERATIONS		(1,328,762	)		(935,724	)
OTHER INCOME (EXPENSE)
Depreciation and amortization		(15,805	)		(16,797	)
Bad debt expense		(33,349	)		(1,575	)
Interest expense		(405,491	)		(246,418	)
Debt capital finance charges		(221,250	)		(254,785	)
Rental income		2,500			-
Interest income		525			825
TOTAL OTHER EXPENSE		(672,870	)		(518,750	)
NET LOSS BEFORE INCOME TAXES		(2,001,632	)		(1,454,474	)
PROVISION FOR INCOME TAX		-			-
NET LOSS FOR THE PERIOD	$	(2,001,632	)	$	(1,454,474	)
BASIC AND DILUTED (LOSS) PER COMMON SHARE	$	(0.08	)	$	(0.06	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES (Basic and Diluted)		25,105,410			25,015,343

The accompanying notes are an integral part of these condensed financial statements.

PART II AND III

EX1A-3 HLDRS RTS

WARRANT TO PURCHASE SHARES

This Warrant is issued to _________________(“Holder”) by Virtual Communications Corporation, a Nevada corporation (the “Company”), in connection with revenues received from Holder.

1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to fully paid and nonassessable shares of the Company’s Common Stock (each a “Share” and collectively the “Shares”) at an exercise price of $5per Share (such price, as adjusted from time to time, is herein referred to as the “Exercise Price”).

2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the issuance date of this Warrant and ending at 5 p.m. Nevada time on ,2017 (the “Exercise Period”).

3. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, Holder may exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(i) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and

(ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

4. Certificates for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, the Holder shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified and by Empire Stock Transfer (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A under the Securities Act of 1933, as amended (the “Securities Act”).Upon partial exercise, the Company shall promptly issue an amended Warrant representing the remaining number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical to those contained herein.

5. Issuance of Shares. The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this Warrant.

6. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

1

(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 6(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately before such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

7. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

8. Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.

9. Representations and Warranties by Holder. The representations and warranties made by Holder in the Subscription Agreement to which this Warrant was acquired (the “Subscription Agreement”) are incorporated herein by reference, and the Holder agrees that any exercise of this Warrant shall constitute a reaffirmation of such representations and warranties at the date of such exercise.

2

10. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 10, this Warrant and all rights hereunder are transferable, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant before registration of such Warrant or Shares, the holder hereof agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Securities Act as then in effect or any federal or state securities law then in effect) of this Warrant or the Shares. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company, as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 10 that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so notify the holder promptly with details thereof after such determination has been made.

12. Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

13. Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at the Holder’s address as set forth in the Subscription Agreement and (ii) if to the Company, to President, Virtual Communications Corporation,319 E. Warm Springs Road, Suite 100,Las Vegas NV 89119or at such other address as a party may designate by ten days advance written notice to the other party pursuant to the provisions above.

14. Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of Nevada, without regard to the conflicts of law provisions of Nevada or of any other state.

3

15. Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

(Signature Page Follows)

Holder

By:

Its:

4

EXHIBIT A

NOTICE OF EXERCISE

TO: Virtual Communications Corporation

319 E. Warm Springs Road, Suite 100
Las Vegas NV 89119

Attention: President

1. The undersigned hereby elects to purchase ___________  shares of Common Stock of Virtual Communications Corporation (the “Shares”) pursuant to the terms of the attached Warrant.

2. The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

3. Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

4. The undersigned hereby represents and warrants that all representations and warranties of the undersigned set forth in Section 9 of the attached Warrant are true and correct as of the date hereof.

	(Signature)
	(Name)
(Date)	(Title)

5

EXHIBIT B

FORM OF TRANSFER

(To be signed only upon transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________ the right represented by the attached Warrant to purchase __________ shares of Common Stock of Virtual Communications Corporation to which the attached Warrant relates, and appoints __________ Attorney to transfer such right on the books of Virtual Communications Corporation, with full power of substitution in the premises.

Dated: __________

(Signature must conform in all respects to
name of Holder as specified on the face
of the Warrant)

Address:

Signed in the presence of:

6

EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT.THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY [PLATFORM] (THE “PLATFORM”) OR THROUGH [BROKER] (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT. IN ADDITION, THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION XX. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOTTREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM [OR PROVIDED BY THE BROKER] (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE.THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

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TO:	Virtual Communications Corporation
	319 E. Warm Springs Road
	Suite 100
	Las Vegas, NV 89119

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase ______________ Units, each Unit comprising one share of Common Stock of the Company and two warrants to purchase Common Stock of the Company on the terms set out in the Warrant attached hereto (the “Warrants” and together the “Securities”), of Virtual Communications Corporation, a corporation incorporated in the state of Nevada (the “Company”), at a purchase price of $_____ per Unit, upon the terms and conditions set forth herein. The Common Stock being subscribed for under this Subscription Agreement and the Common Stock issuable upon exercise of the Warrants are also referred to as the “Securities.”

(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SECand any other information required by the Subscriber to make an investment decision.

(c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed ______________ (the “Maximum Offering”). The Company may accept subscriptions until _____________, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for _________ Units of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

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2. Purchase Procedure.

(a) Payment.The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “____________”, by wire transfer to an account designated by the Company, by cancellation of any indebtedness (and any notes or evidence thereof) made by the Company to the undersigned (the "Indebtedness"), or by any combination of such methods.

(b) Escrow arrangements.Payment for the Securities shall be received by Provident Trust Group (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable Closing, in the amount as set forth in on the signature page hereto. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified and by Empire Stock Transfer (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Warrant and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b)Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

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(c)Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings.Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable statesecurities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The outstanding units and securities of the Company immediately prior to the initial investment in the Securities is as set forth in “Security Ownership” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements.Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company as at December 31, 2014 and the related consolidated statements of income and cash flows for the two-year period then ended (the “Financial Statements”)have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Seale & Beers, CPAs, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g)Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to Issuer” in the Offering Circular.

(h)Litigation.Except as disclosed in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

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4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

(a)Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, the Operating Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b)Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c)Illiquidity and Continued Economic Risk.Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d)Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or

(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

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Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information.Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company’s shareholders.Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f)Company Information. The Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors.” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular.Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(h)Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i)No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

(j)Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

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5. Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6.Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of New York.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEVADA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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7.Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:	with a required copy to:
Ron Robinson	Sara Hanks
Virtual Communications Corporation	KHLK LLP
319 E. Warm Springs Road, Suite 100	721 North Overlook Drive
Las Vegas NV 89119	Alexandria VA 22305

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

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(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

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VIRTUAL COMMUNICATIONS CORPORATION

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Units consisting of one Common Share and Two Warrants of Virtual Communications Corporation, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of Units the undersigned hereby irrevocably subscribes for is:	_____________
	(print number of Securities)
(b) The aggregate purchase price (based on a purchase price of $___per Unit) for the Units the undersigned hereby irrevocably subscribes for is:	$ _____________
	(print aggregate purchase price)
(c) EITHER:	_____________

(i) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act), or otherwise suited to make this investment, because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto; OR	(print applicable number from Appendix A)
	_____________
(ii) The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income.

(d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:

___________________________________________

(print name of owner or joint owners)

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	If the Securities are to be purchased in joint names, both Subscribers must sign:
Signature	Signature
Name (Please Print)	Name (Please Print)
Email address	Email address
Address	Address
Telephone Number	Telephone Number
Social Security Number/EIN	Social Security Number
Date	Date

* * * * *

This Subscription is accepted	Virtual Communications Corporation
on _____________, 2015
	By:
		Name:
		Title:

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APPENDIX A

An accredited investor includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

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(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

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