AAO Private Placement


A Private Placement

One hundred thousand Shares of Common Stock at five dollars ($5.00) per Share

American Academy Online
June 25, 2020

Dr. Richard Bishirjian, President
American Academy of Distance Learning
Post Office Box 14278
Norfolk, VA 23518
E-mail: academydl@gmail.com

Executive Summary
American Academy Online (the Company) is a for profit subsidiary of American Academy of Distance Learning, a 501(c)(3) non-profit organization, domiciled in Virginia.

The Company incorporated in Virginia as a for-profit Corporation and is in process of soliciting investments from accredited investors. This for-profit business enterprise will market college level courses designed for dissemination via the Internet, market an Internet course delivery system and train college instructors to develop college courses for online instruction.

A demand for this training by colleges and universities is compelled by the recent shutting down of classroom instruction by the Covid-19 Pandemic.

This Private Placement seeks start-up financing in the amount of five hundred thousand dollars (500,000) through the sale of one hundred thousand (100,000) shares of common stock at five dollars ($5.00) each.

Two hundred thousand shares are authorized. One hundred thousand shares in this private placement is fifty percent (50%) of all shares authorized by the Company

The minimum investment in the Company is five thousand dollars ($5,000) for
One thousand (1,000) shares at five dollars ($5.00) per share.

Two hundred thousand shares of the Company’s common stock are authorized.

Common Stock Authorized 200,000
Common Stock Offered this Private Placement 100,000
Common Stock sold previously 20,000
Shares reserved for management at $1 per share 20,000
Remaining Authorized Shares held by the Academy 60,000
An investment in the Company involves a high degree of risk. You should consider
carefully the following information about these risks, together with the other information
contained in this Private Placement Memorandum, before you decide to purchase common
stock. What follows is an enumeration of potential risk factors.

We expect to generate operating losses and negative cash flow for the foreseeable future.
The Company is being founded as a for-profit subsidiary of American Academy of
Distance Learning as a response to cancellation of classroom instruction at universities and
colleges as a result of the Covid-19 infectious pandemic. Many institutions will strive to
remain open by offering Internet delivered courses. The Company may not achieve
profitability before a vaccine for Covid-19 infections is developed and tested.
Participation in U.S. Department of Education Title IV programs is not available to
students enrolled in non-accredited courses.

The Company’s course delivery system does not convey student access to U.S. Department of Education Title IV loan and grant programs.

We may not be able to attract the number of clients needed to generate sufficient revenues
to sustain the Company.

Marketing results of the Company’s course delivery system and training cannot be
predicted, nor can we be certain that colleges and universities seeking to offer online
courses will enroll in the Company’s programs sufficient to earn a profit.

Our computer servers may be vulnerable to security risks that could disrupt our

The Company’s products require hosting at a commercial server and may be vulnerable to unauthorized access, computer hackers, computer viruses, and other security problems. A user who circumvents security measures could cause interruptions or
malfunctions in our operations. Measures taken to protect leased servers may be

We may incur liability for the unauthorized distribution of copyrighted materials posted
online for class discussions.

The Company has an official Copyright Policy, however, we may, incur liability for the unauthorized distribution of copyrighted material by Company clients. Official policies against copyright infringement may not protect the Company from potential claims of this type and we may be required to pay financial damages, if copyright violations occur.

Our failure to maintain our domain names could negatively impact our business and
jeopardize your investment.

We have registered ”EDUcourses.net” as the domain for the Company’s course delivery system. “EDUcourses.net” is a registered domain of American Academy of Distance Learning. Third parties may attempt to acquire substantially similar or conceptually similar domain names that decrease the value of our domain name when chosen and may hurt our business.

Regulations governing registration of domain names may change. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional
domain name registrars or modify the requirements for holding domain names. The
relationship between regulations governing domain names and laws protecting trademarks
and similar proprietary rights is unclear. As a result, we may not acquire or maintain
exclusive rights to our domain name in other countries in which we conduct business. The
success of our business may depend, in part, on our ability to acquire or maintain exclusive
rights to our domain name in the United States or elsewhere.

This Private Placement will be registered with the U.S. Securities and Exchange
Commission under regulation Form D 506(c) that permits general solicitation of accredited
investors. That opens the Company to the scrutiny of the Enforcement Division of the U.S.
Securities and Exchange Commission and thus is an additional regulatory aspect to the
conduct of Company operations.

Our management maintains broad discretion with respect to the use of offering proceeds,
and may apply proceeds to expenditures you do not endorse.

Our management will make all decisions with respect to allocation of the offering proceeds.
Investors may disagree with some of the expenditures our management makes or feel that
the expenditures are imprudent. Investor limitations imposed on Management will adversely affect the ability of our management to determine the best uses for the of the Company’s assets.

We are dependent on executive management.

We believe that our success depends on our management team. If one or more members of
our executive management team were unable or unwilling to continue in their present
positions, our business could be materially adversely affected.

Dr. Richard J. Bishirjian, is founding president and chief executive officer. He plays an
instrumental role in the strategic direction and day-to-day business decisions of the
Company. If Dr. Bishirjian were to die or suffer a disability before that a person capable of
replacing him is in place and trained–about three months–it is likely that our business will
experience serious setbacks.

Federal laws governing taxation of Internet transactions may change. Currently, taxes on sales by companies are taxable in the State in which they are domiciled.

Sales taxes are not applicable for professional services, but this could change.

We may be unable to attract clients as a result of the highly competitive marketplace in
which the Company operates;

We may experience adverse financial, legal or regulatory events that affect our ability
to operate at a profit;

We may be unable to attract and retain key personnel needed to sustain and grow our

Proceeds from this Private Placement in the amount of five hundred thousand dollars ($500,000) through the sale of one hundred thousand shares (100,000) of the Company’s common stock at five dollars ($5.00) each will be used to develop and market the company’s course delivery system, provide instructor training, offer pre-programmed courses to the Company’s clients and offer courses for self-study to the general public.

Income may be derived from

  1. Sale of services to Colleges and Universities
  2. Training for Course Development
  3. Per Enrollment User Fees for use of the Company’s Course Delivery System
  4. Fees from Sales of Online Courses.

Financing from this Private Placement will be used to:

  1. Develop and test the Company’s Course Delivery System for Commerce;
  2. Development and Maintenance of the Company’s Website;
  3. Comply with All Government Regulations;
  4. Market the Company’s Course Delivery System;
  5. Market the Company’s Common Stock to Accredited Investors;
  6. Market the Company’s courses to the General Public for Self-study;
  7. Train Instructors to design their classroom courses for Internet delivery and
  8. Maintain and sustain all Company operations.

The Company believes there is immediacy for all institutions with training or educational
programs to reevaluate their current status in light of the Covid-19 pandemic, taking into
consideration the probable future impact of Covid-19 on the education, training and
advertising marketplace. If these institutions begin now to develop an effective strategy for
Internet delivery of courses for degree credit and training, they will be able to prevent
becoming fatalities of Covid-19.

The Company’s business model is built around providing Internet-delivered education
expertise in instructional design to facilitate training and education programs by
businesses, entrepreneurs, individuals and educational institutions.

The Company offers new opportunities for entrepreneurs and individuals, non-profit
institutions and for-profit companies to improve their business models by providing:

  1. Delivery of information, education and training content via the Internet;
  2. Increase brand awareness and image;
  3. Deliver competitive advantage;
  4. Reduce the risk of disintermediation by more nimble competitors.

We trace the first Internet education company to the year 1987 when an early form of the
Internet was developed and called DARPANET. Regionally accredited colleges and
universities are required to offer course in classrooms thus interest in Internet delivered
courses found in Regionally Accredited institutions was usually not a priority. In non-accredited and nationally accredited training programs that were not required to offer
courses in physical classrooms, however, the Internet became a preferred means of
delivering education “products.”

In 2008 Massive Open Online Courses (MOOCs) claiming to enroll 2,200 were introduced
in the innovative online programs of Athabasca, an Internet extension of the University of
Manitoba in Canada. In the United States in 2011 and 2012, Udacity’s Sebastian Thrun, and Coursera’s Daphne Koeller and Andrew Ng, created a second generation of commercial MOOCs. All MOOCs marketed in the United States were designed by computer programmers who taught in traditional college classrooms and suffered from the affliction of “Geekness.”

In announcing its first MOOCs, Coursera proclaimed its commitment to making education
a “right” by partnering “with the top universities and organizations in the world to offer courses online for anyone to take, for free.” What Coursera did not understand was that traditional campus-based colleges and universities carry overhead costs to all courses offered for academic credit, including online courses.
Udacity, founded by Sebastian Thrun, proclaimed: “Our mission is to bring accessible, affordable, engaging, and highly effective higher education to the world. We believe that higher education is a basic human right, and we seek to empower our students to advance their education and careers.”

Thrun’s first MOOC in artificial intelligence, offered in 2011 at Stanford University,
enrolled more than 150,000 students and encouraged him to create Udacity and collaborate
with California Governor Jerry Brown who was seeking ways to finance California’s financially strapped state college system. The high cost per student in the Cal State system foiled Governor Brown’s introduction of Udacity-designed MOOCs at California State-San Jose.

In May 2012, Harvard and MIT announced its “edX” collaboration located at
https://www.edx.org to “provide interactive classes from both Harvard and MIT—for
free—to anyone in the world with an Internet connection.” When edX MOOCs were
proposed for academic credit at Arizona State, they were modified to comply with the
higher education regulatory environment and priced at $600 or $200 per academic credit.

These early course Learning Management Systems, though well-designed by computer
programming standards, manifested little experience in effective instructional design for
distance learning. As a result, early MOOCs ignored general principles of distance
learning. These missteps opened them to severe criticism for low completion rates, time
consuming “home movies” of instructors, or recorded lectures, and worthless and
incoherent discussion fora.

Indeed, retention rates in early MOOC courses were low–somewhere between 2% and
3%–relative to retention rates in “Legacy” Internet programs offered by distance learning providers participating in Title IV programs. And when Udacity first tested its MOOCs at California’s San Jose State University where admission standards are not as high as Stanford University, Udacity courses were found to be ill-designed for use by students with limited learning skills and little distance learning experience.

Google “Course Builder” was a transitional attempt designed by Google’s “Geeks” offering a computer program for building courses by other “Geeks” who had mastered the science of computer programming. Google, too, paid no attention to instructional design and ultimately decided that it did not want to learn how to design an effective course management system, but would join Harvard/MIT’s “edX” in a joint venture to develop open source software marketed under the name “MOOC.org.” “MOOC.org” was never launched.

The application of MOOC technology for academic credit was, and still is, hampered by federal and state regulations designed for classroom instruction. Thus, when Gov. Jerry Brown of California attempted to introduce lower cost MOOCs at the University of California, his efforts failed.

Until significant reforms in U. S. Department of Education regulations, state authorization
requirement and accreditation “Standards” are modified to accommodate new
instructional technologies, there is little opportunity to utilize MOOCs for delivery of
programs and courses for degree credit.

The first solely Internet-based “university” known as “ISIM” was started in 1987, eighteen years after the first version of the Internet was launched in 1969. Using what then was called DARPANET, ISIM created distance learning courses in business management, attained accreditation by the Distance Education and Training Council (DETC), and was sold to Michael Milken when he sought an accredited institution to enter the Internet education business. That effort failed.

During the following twenty-five years, the successors to this first Internet “university” gained valuable experience. They learned that distance learning attracts non-traditional students, often working adults, who are not wealthy and whose access to the Internet is limited by equipment, web access and employment limitations. These students require free or very inexpensive reading assignments and do not have great amounts of leisure time.

Course design was tailored to their circumstances by limiting time spent online. Online
access focused on delivery of content for review off-line, not online. And the optimal length
of a distance learning course was found to be not more than five or six modules per course,
if students were expected to complete coursework on schedule. The Company’s manager learned that courses in the Liberal Arts required limitation of course content, modification of instructional design, if students were expected to complete coursework within seven weeks.

All instructions, including instructions for accessing online resources, had to be specific,
clearly stated and checked regularly for broken links. “Assume nothing” became a
watchword when developing instructions for accessing e-books, purchasing online
resources, and downloading “apps.” Self-surveys were provided to assist students to
understand the capabilities of their personal computers and software and “in-course” and “end of course” surveys were utilized to assess student progress and the effectiveness of course design. None of these “Best Practices” is found in edX, Udemy, Coursera or Udacity MOOCs nor are they evident in the many Internet courses being developed by institutions no longer able to offer classroom instruction

The Company’s analysis of the design of effective online education led to compilation of a list of eleven Best Practices of instructional design:
1) Videos Don’t Work. Anyone who visits a Coursersa, Udemy, Udacity or other online course will see immediately that somebody thinks that video recordings of lectures are useful. Videos have some utility, especially for the scholars who, until the advent of Internet delivered education, lived in obscurity. Now they are hailed at airports and on the walkways of their campuses as celebrities. Students compelled to watch these recordings, however, wonder when they’ll end.  Time is a most important ingredient in the success of Web based distance learning.  So, if less time is the attraction, why add more time to by requiring students to watch videos?
2) Don’t Ask a Traditional Instructor to Design His Own Internet-delivered course. In fact, don’t ask a classroom instructor to engage in anything but instruction. So, tasking one of these specialists to design a course for one of the most difficult modes of learning–distance learning–is a recipe for disaster. Because the best Internet courses are designed by professionals who understand the principles of instructional design, the footrace for effective methods of training in the 21st century will be won by those who understand the differences between classroom learning and distance learning.
3) Oversight Is King. Most distance learning simply operates on cruise control. A content specialist develops a course, students enroll and the specialist thinks his work is done. As a result, student surveys give distance learning mixed grades, but seldom a solid “A” for excellence. And the reason is that few institutions oversee instructor/student engagement on a daily basis. For every Internet delivered course there has to be a trained person who monitors student activity.
4) Training Students and Instructors. Most Internet course management systems are simple enough to learn, if you can type and know the fundamentals of word processing and e-mail communication.  Unfortunately, the habit of checking e-mail, attaching files to messages, and saving files cannot be assumed. Even some Web browsers don’t work on all course management systems and, then, there are differences between Macs and PCs. When you add to that installation of microphones for use in Webinars, suddenly you are consuming valuable time that ought to be used in instruction. Every company offering Internet delivered courses must have a system for training students and instructors before they enter a course.
5) The Web Is a Valuable Resource–Use It!  Even today, few instructors tasked to develop a course for distance learning will surf the web for free books or other valuable resources or create exercises and drills that utilize web content. Very few will create their own online textbook. Commercial textbooks are too expensive and a majority of students will not purchase them.
6) Think “Online.”  “Thinking online” is as important as it is for film makers or television producers to think “pictures.”  The language of training is words. But distance learning is a mix of words and Web-based resources and concepts of instructional design.  Overcoming “word think” is imperative for successful distance learning.
7) Should Internet Courses Offer Discussions? A natural response to a new medium of communication is to adopt the practices of traditional communication. In education, that means class “Discussions.” One of the reasons that most distance learning courses have low completion rates is our tendency to do what we learned to do in traditional classrooms even though some of those practices clearly do not work online. One-on-one discussions work online, but not a typical discussion with many students.
Discussions and “Chats” simply do not work online. For that reason, if we follow the Best Practices of effective online learning to their logical conclusions, we must seek alternatives to class Discussions. That means that instructors must discuss assignment with each individual student on a one-on-one basis and preparing instructors for what for some is “drudge” work.  Until then, class discussions in Internet delivered courses are wasteful of students’ time and for classes with students living in different time zones, impossible to organize. And more instructors must be recruited and trained. Burn-out is the largest instructor-related issue that must be faced by having more instructors than is assumed necessary.
8) Todays Students Can’t Write. Instructors will tell you that most of their students are not adept at English composition or grammar. Unfortunately, Internet distance learning requires that students be able to write or, at least, communicate by means of grammatical sentences. The aspiration of the creators of Internet courses to provide education for everyone will quickly face the difficult truth that not everyone can write a grammatical sentence. Every Internet program should do one of two things: 1) admit only those who can write a grammatical sentence or 2) offer a course of study in grammar and composition.
9) Students Will Cheat. In any environment where there is no supervision, some students will plagiarize or cheat on quizzes. Solutions such as Iris scans, fingerprint IDs, or video surveillance come to mind as ways to assure that every student submission is verified. If tuition cost is a consideration, these technologies add to the cost of Internet delivered courses.
A solution is to accept that it takes a commitment to fraud that can be difficult to sustain over time. Sustaining fraud over a series of courses will experience less cheating than a single course. The lesson to be drawn is not to require costly anti-cheating devices, but we can minimize single event cheating  by offering “Badges” only for successful completion of a series of courses in Certificate Programs or complete degree programs of a minimum of twenty courses.
10) Age Is an Issue. Any company, high school, college or university seeking to utilize the efficiencies of the Internet to deliver education products must be aware that Internet browsers were not commercially viable until the late 1980s. An instructor who was born twenty years before the advent of Web browsers probably began to use a PC only in the last then or fifteen years.  That doesn’t prepare them to lead development of, or even participate in, online training programs. Always employ instructors between the ages of 20 and 35 who grew up using a PC.
11) Most Instructors Are Not Geeks. Any course management system that requires course developers to learn computer programming is dead as a door nail. That is why Google’s “Course Builder” bit the dust. Only course management systems with user interfaces that enable everyone to install content into a course template will survive. Some of the best have mastered this aspect of the business and deserve praise for transcending their “Geekness.”
This link provides access to the basic design of the Company’s course delivery system: http://slideshow.EDUcourses.net

All content may be accessed using PCs, Tablets and Smart phones and includes nine
aspects of effective designs:

  1. Detailed Course Outline.
  2. Complete Syllabus.
  3. Assigned Readings, with ISBN numbers, paperback and Kindle prices.
  4. Lectures/Essays that frame the content of each session.
  5. If the original essay was recorded, a transcript or text is required.
  6. Summary of session content: “What You Should Have Learned.” (300 words)
  7. Multiple choice quizzes for each session.
  8. Comprehensive multiple-choice final quiz randomly chosen from previous quizzes.
  9. Discussion Topics {Optional when offered not for degree credit]

Most College level courses offered for degree credit use Discussion Fora. Their continued
use in Internet courses is not due to their effectiveness for learning. Rather, the first
developers of internet courses were college instructors for whom classroom instruction was
an established practice. Over sixteen years of experience administering students in Internet
courses, the Company’s manager learned that required Discussions simply don’t work.
For that reason, the Company’s course delivery system makes participation in Discussions optional for courses without instructor engagement and is designed for assessment of coursework by means of multiple-choice quizzes that are automatically graded and writing assignments.

Most university courses offered via the Internet feature video recordings of lectures. The
Company’s design can utilize video productions, but we recommend only short videos and only if transcripts are provided.

Well-designed Internet courses maximize the use of free Web resources. If recorded audio or video lectures are available, transcripts of those lectures are required. And students enrolled in courses on a not-for-credit basis without instructor engagement do not earn academic “credits.” They may earn information rich coded “Badges” that can be placed on Facebook. Badges are effective for review by friends, family, prospective employers and education institutions.

Revenue from company operations may come from three sources:

  1. Sale of Services to Colleges and Universities:
    Regional accreditation grants access to university and college degree programs throughout
    the United States. But, regional accreditation of degree programs requires offering
    classroom programs from a physical campus. That “Standard” of accreditation is now
    challenged by the closing of classroom instruction and compels a shift to online instruction.
    Where before the Covid-19 Pandemic Regional Accreditation required that one half of
    courses for degree credit be offered in classrooms, that “Standard” can no longer be
  2. Internet Courses Ready for Activation
    Having developed and accredited eleven degree and certificate programs the Company will
    revitalize some of those courses and market then to colleges struggling to convert courses for Internet instruction and for self-study. Here is a list of online courses by subject area to be offered to clients.

Foundations of Democracy Area:
Roots of American Order
Origins of the Constitution of the United States
Public Administration
European Politics
Introduction to Constitutional Law
Liberty and Power: U.S. History to 1800
The Progressive Era: 1901-1921
Frontier America

Political Economy Area:
Supply-side Economics
History of Economic Thought

Political Theory Area:
History of Political Theory: Plato & Aristotle
History of Political Theory: Machiavelli to Rousseau
The Middle Ages
Roots of Modern Ideologies
Modern Terrorism

  1. Training for Course Development
    In 2014, the Company’s manager developed a program to assist classroom instructors in the Best Practices of Effective Online Teaching. “OT301, Developing Effective Online Courses,” is a seven-part course of study to assist instructors to design effective online courses.

One example may suffice to illustrate why individuals, corporations and high school and college instructors must be trained to develop effective online courses.

Canon USA wanted to prepare its sales personnel to market new Canon printers. They
commissioned a video production company to produce a series of videos on each of the
company’s new printers and those videos were placed online for access by sales personnel. Canon found that their sales personnel resisted spending time online to view videos. Canon was compelled to develop a compensation plan that remunerated their personnel for taking time to view the produced videos.

A well-designed Internet course enables students to access online content for offline study
and thus, minimizes time spent online. Thus, all required course content must be designed
for access to a Smart Phone, Tablet or other handheld devices. Students will
then study required course content offline, and go back online to complete surveys or
multiple-choice tests.

The Company proposes to charge a per course fee for training classroom instructors who will spend two and a half hours over two days online with our instructors who will lead them through a program of effective online course design.

After two weeks, our instructors return to work with trainees to refine the end product of their design work.

There are many ways that design of Internet-delivered courses can go awry.

Here are just a few:

a) course length (too long);
b) course content (too much);
c) required books and textbooks (not online or expensive);
d) required discussions with more than five students;
e) poor phrasing of topics for discussion topics;
f) broken links;
g) excessive length of time online (lengthy videos);
h) attempts to replicate the classroom experience (webinars, chat rooms).

  1. Per Enrollment User Fees for Use of the Company’s Course Delivery System
    In the first year, clients will be charged a fee to develop each course
    for installation on the Company’s delivery system. The Company will also negotiate payment of a share of tuition income and a fee of $10 per enrollment in each course offered for 7 to 8 weeks.

Use of the Company’s course delivery system is offered free of annual charges which compares favorably with most fee-based course delivery systems that charge clients substantial fees for access to their systems. And the Company’s course delivery system gives control for security of course content and access. Control of security is not available in “free” course delivery systems.

During the first six months, income is expected to be minimal as we establish a record for development of effective training for Internet delivered courses. At the end of the first year, we will assess market conditions, particularly as progress on a vaccine for prevention and treatment of Covid-19 infections occurs, the regulatory environment governing accreditation of degree programs and the status of Title IV programs and state authorization. If an effective coronavirus vaccine in not available by August 2022, the Company may enter the Internet education business by acquiring the accreditation of a college forced to close.

The Company’s Management Team is experienced in programming of software systems, design of effective online courses, marketing of Internet services and administration of corporate finance.

Richard J. Bishirjian, Ph.D., founding President, is a businessman and educator, is based
in Norfolk, Virginia. He earned a BA in Political Science from the University of Pittsburgh
and a Ph.D. in Government and International Studies from the University of Notre Dame.
After the fall of the Berlin Wall and with the assistance of associates of Solidarity leader
and President of Poland, Lech Walesa, Dr. Bishirjian engaged in development projects in

Dr. Bishirjian’s experience managing distance education programs includes three years managing the External Programs of Boston University College of Communication and creation of an online program of lectures in privatization. That led to the founding of
Yorktown University and six years of operational experience in recruiting University
faculty, managing the process by which the University obtained sate authorization in
Virginia, Colorado and Florida and conducting of a successful effort to attain national
accreditation. He oversaw the development of the University’s Websites and the licensing and administration of the course delivery systems by which the University delivered its courses.

Dr. Enrique Sanchez Acosta, Director of Software Programming, lives in Salamanca, Spain. He earned the B.S in Computer Science and a Master of Arts in Education from the
University Francisco Vitoria in Madrid and earned a Ph.D. in Information Technologies from Universidad Europea specializing in applied assessment tools and technologies for massive online courses. Dr. Acosta is a reviewer of Artificial Intelligence and online learning education in international journals. In addition to writing about AI, he developed a new chess video game called ‘Chessaria’ and optimization software called “ZoneTuner” for the petroleum industry. Dr. Acosta is employed as a R&D Software Engineer for RIB Spain where he is developing innovation manager software for BIM (Building Information Modeling).