SecProbe.io

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      February 11, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (303) 592-1846

Mr. Michael Grove
Learning Wire.Com
410 17th Street, Suite 1870
Denver, CO 80202

Re:	Learningwire.com
	Amendment Number One to Form SB-2 filed February 3, 2004
	File No. 333-121072

Dear Mr. Grove:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

General

1. We note your response to comment 1.  However, please refer to
page
10 where you have cited the wrong Act and the second paragraph of
page 20 where you refer to the Securities Acts of 1933.

Risk Factors - general

2. We note your response to comment 9.  However, we believe that a
single director is an unusual situation which could have a
potentially negative effect on shareholders` interests.  Please
disclose these implications for the benefit of investors.

NTR;  See response to the above comment.  I do not think this
should
be waived.  It is unusual and could have a detrimental effect on
Shareholders.
Mark said this was OK because it was disclosed to SH and ok by
law.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations

General

3. We note your response to comment 14.  Although you have
outlined a
plan for marketing, you have not revealed how you intend to
compete
with companies enumerated in the competition risk factor on page
5.
Please explain how Learningwire intends to differentiate itself
from
these competitors or to compete with them.

NTR:  Mark said this seemed fine and that further disclosure is
not
necessary.

Transactions with Related Parties and Recent Sales of Securities -
page 14

4. We note your response to comment 16, however, you must cite the
Act to which you refer, not the Commission.

Independent Auditors` Consent

5. We note your response to prior comment 20; however, it appears
the
new consent to which you refer was not filed on Edgar.  Please
file
an amendment to include the revised, currently dated consent.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Heidi Berg at (202) 824-5463 or Donald
Walker
at (202) 942-1799 if you have questions regarding comments on the
financial statements and related matters.  Please contact Kathryn
McHale at (202) 824-5538 or me at (202) 942-1760 with any other
questions.

						Sincerely,

						Todd K. Schiffman
						Assistant Director

cc:	William T. Hart, Esq
	Hart & Trinen, LLP
	1624 Washington Street
	Denver, CO 80203

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Mr. Michael Grove
Learning Wire.Com
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