SecProbe.io

June 23, 2011
 Via E-mail Mr. Thomas P. Monahan Chief Executive Officer The Virtual Learning Company, Inc. 60 Knolls Crescent, Suit 9M Bronx, New York 10463
Re: The Virtual Learning Company, Inc.
Registration Statement on Form S-1 Filed June 2, 2011 File No. 333-174674

Dear Mr. Monahan:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 Registration Statement Cover Page

1. Please check the box which indicates that you are offering securities on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933.
 General

2. Please review your entire document for gr ammatical errors that can make the
disclosure unclear.  For example, we note your statement on page 18:  “the market for

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 2
 products sold through the Internet has not begun to develop and will rapidly
evolving.”

3. Furnish the information required by Item 505 of Regulation S-K, determination of
offering price.  See Item 5 of Form S-1.
4. We note reference to third party informa tion throughout the filing.  For example, you
cite information from the Association of  American Publishers on page 6.  Please
provide us with marked copies of any ma terials that support third party statements,
clearly cross-referencing a statement with the underlyi ng factual support.

5. On page 16 and elsewhere you state that  you have not commenced operations.
Revise
your disclosure to accurately describe your business as currently constituted and make
clear aspects that are not yet operational.  As an example, on page 6 you refer to a “visible recurring revenue stream and high profit margins.”  As another example, a page
10 Risk Factor heading reads “If we fail to develop new or expand existing subscriber
relationships…”  But, on page 35 you disclose that as of March 31, 2011 you had not
“begun to accept subscribers.”  As a third ex ample, the page 13 Risk Factor titled “Our
future growth and profitability will depend in large part upon the effectiveness and efficiency…” contains several inappropriate characterizations including reference to
retaining your most productive sales managers and staff.  We note that you have one full-
time employee.  These are just examples of disclosures that do not address the company’s
current lack of operations, that indicate that proposed operations are either currently
happening or are possible in the near future and that do not address the time, costs and risks involved with becoming operational. Please revise throughout.

6. We note several favorable statements re garding, among other topics, your product,
accomplishments-to-date and market opportunities.  To the extent you retain favorable statements provide objective suppor t for your assertions and ensure that you
make clear upon what standard or measure you base your claims. For example, revise
to include the basis for you assertion on pa ge 6 that your “online products are easily,
automatically, and frequently updated with new or more current content, additional
features and enhancements and can provide students with instant feedback, positive reinforcement and remediation when proficie ncy levels are not met.” To the extent
that you do not have independent support fo r your statements, please characterize
them as your beliefs and disclose the bases for these beliefs.
 Prospectus Summary, page 5

7. The Prospectus Summary is intended to provi de a brief overview of  the most salient
aspects of the offering and the company’s business.  Your summary provides mostly

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 3
 marketing information about the company that  is largely repeated elsewhere in your
prospectus.  Revise to incl ude only a brief overview of your offering and business and
make sure the presentation is balanced.

8. If retained, revise to make clear that none of the key attributes of your business model
have been materialized as of yet.  For example, your statement that your “business
model is characterized by a visible recurr ing revenue stream and high profit margins”
should be balanced by accompanying disclo sure that you have not yet generated
revenues and have never generated a profit.

Our Company, page 5

9. Your websites, as disclosed on page 5, feature television and movie programs.
Explain whether you have negotiated the right  to broadcast thes e programs.  If you
have not, add a risk factor to disclo se the possibility that you are infringing
intellectual property rights and hi ghlight the potential repercussions.
 10. It appears that three out of the four websites referen ced contain identical content.
Revise to accurately characterize your web ba sed offerings.  In particular, we note the
statement “[t]he Company provides standa rds-based instructi on…through one of our
several websites on the World Wide Web.”

Summary Financial Information, page
9

11. Tell us how your total operating expenses  for the three months ended March 31, 2010
can be more than your total operating e xpenses for the year ended December 31,
2010.

Risk Factors, page 10

12. Revise this section to make sure that each  risk factor relates to risks the company
faces as currently constituted.  For example, on page 15 under the risk factor “Protection of our intellect ual property is limited…” you st ate “[d]espite enforcement
efforts against software piracy, we lose si gnificant revenue due to  illegal use of our
software.”  We note, howev er, that you have generated no revenue to date.  As
another example, the risk factor titled “If securities or industry analysts do not publish
research or reports about our business…” is inapplicable given your status as a
development stage company.  These are just examples.
 We may be subject to liability for inform ation retrieved from the Internet…, page 21

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 4

13. The subject matter of this risk factor and how it relates to the company is unclear.
Revise to clarify.
 Future sales of restricted shares could decrease the price a willing buyer…, page 21

14. Revise the disclosures here and under Shar es Eligible For Future Sale on pages 54
and 55 to accurately describe Rule 144 of the Securities Act.  For example, on page
54 you state that “only the shares held by Thomas P. Monahan and Dr. John Swift
will be subject to the volume selling requi rements of Rule 144.  But, on page 22 you
state that if certain requirements are met non- affiliates may sell their securities “in an
amount equal to not less than one percen t of [your] outstanding common stock every
three months.”  As another example, you i ndicate that the hold ing period applicable
to non-affiliates is six months on page 22 and one year on page 55.
 Plan Of Distribution, page 25

15. Reconcile your disclosure here, stating that  the offering will be completed ninety days
after the effective date, with the disclosure  on page 52 stating th at the offering will
terminate no later than 12 months afte r the effective date of the prospectus.

Description Of Business, page 27
 History of the Company, page 27

16. Revise to more fully describe the tran saction between Mr. Thomas Monahan and
Terra Media, LTD.  Your disclosure should clarify the background between the
parties, explain the statement “to be re turned to Mr. Thomas Monahan Terra’s
subsidiary Ding Dong School, Ltd” and rec oncile the consideration disclosed as
compared to the considerati on identified in Exhibit 10.1.

Our Growth Strategy, page 33

17. Much of the disclosure within  this section fails to link the topic discussed with your
growth strategy.  For example, disclosures on pages 34 and 35 detail characteristics of
bilingual education, but neglect to tie that discussion in to the prospective growth of
your business.  Substantially revise to make  clear how each topic discussed relates to
your business.  Your disclosure should expl ain how each topic is relevant to growth,
steps taken to date in furtherance of your various strategies and steps that must be

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 5
 implemented to successfully operate and gr ow.  Similarly revise the disclosure on
pages 8 and 9.
 Our Products and Services, page 35

18. You refer to yourself as a “software development company” on page 32.  Describe
the software you intend to produce and distribut e.  Further revise to clarify how the
materials you plan to produce in CD and DVD format, including language training
materials, relate to your web-based offerings.  Explain whether and how these
offerings differ from those available via your websites.

19. Disclose whether you have had any contact  with potential di stributors of your
products to date.
Marketing, Sales and Subscr iber Support, page 37

20. Disclose whether you have implemented any of the marketing activities described.

Management’s Discussion And Analysis  Or Plan Of Operation, page 40

 Forward-Looking Statements, page 40

21. Please delete the reference to the safe harbor provided by the Private Securities
Litigation Reform Act of 1995 as this pr otection does not apply to your offering
because your common stock is considered a penny stock.
 Plan Of Operation, page 41

 Overview, page 41

22. Note 6 to your financial statements on pa ge 79 discloses agreements for curriculum
development pursuant to which you are obligat ed to pay royalties on revenues earned.
Discuss those arrangements as well as the contractual arrangement filed as Exhibit
10.2 within MD&A, providing th e aggregate royalties due and the effect you expect
the respective obligations to  have on your financial condi tion going forward.  If the
agreements referenced under Note 6 consti tute material contracts, file them as
exhibits.  See Item 601(b)(10) of Regulation S-K.

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 6

Basis of Presentation/Going Concern, page 41

23. Please revise this section to outline the various steps involved in completing each of
the development of 16 titles, the devel opment of 36 titles,  implementing the
contemplated marketing program and ge nerally, commercializing your website.
Provide a time line for achieving each milest one and the associat ed costs. Explain
how you intend to fund these costs, taking into  account the various levels of proceeds
from the offering, the offering costs, the co sts of being a reporting company and your
ability/inability to raise further capital .  Clarify whether you believe $500,000 will be
sufficient to meet operating expenses and capital requirements th rough the creation of
36 titles or only through the creation of 16 titles.
 Revenue Recognition, page 44

24. We note that you disclose that you do not pr ovide refunds but disc lose that a reserve
is calculated for cancellations.  Tell us why the calculation of  a reserve is necessary if
you do not provide refunds.
  Results Of Operations – Virt ual Learning Company, page 45

25. Revise your disclosures under Operating E xpenses on pages 46 and 47 to provide a
fuller discussion of the underlying causes be hind material line item shifts in total
operating expenses.  For example, you shoul d discuss the effect that common stock
issued for consulting fees and legal f ees had on period to period results.
 Liquidity and Capital Resources, page 47

26. Reconcile your statement that you had no o fficer loans payable outstanding at March
31, 2011 with the balance sheet on page 61 wh ich reflects an outstanding payable of
$2,542.
Directors And Executive Officers, Prom oters And Control Persons, page 49

 Executive Officers and Directors, page 49

27. Explain the nature of the ethics inquiry by the American Institute of Certified Public
Accountants.

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 7
 Certain Relationships And Re lated Transactions, page 50

28. Disclose all applicable related party tr ansactions including those discussed under
Note 3 to your financial statem ents.  See Regulation S-K Item 404.
 Certain Provisions Of The Certificate Of Incorporation And Bylaws…, page 56

29. You state here that your governing document s eliminate the personal liability of your
directors for damages related to breaches of  their fiduciary duties.  Reconcile this
statement with the exceptions under Nevada law discussed on page 82.  Make clear
from where your indemnification obligations stem.  We note that the filed Articles of
Incorporation does not appear to contai n provisions relate to indemnification.
 Part II Information Not Requi red In Prospectus, page 82

 Item 13. Other Expenses of I ssuance and Distribution, page 82

30. Revise the total column to reflect the $27,116.00 in estimated expenses.  Edit your
disclosure under Use Of Proceeds and elsewh ere to accurately refl ect total estimated
expenses.

  Item 16. Exhibits and Financia l Statement Schedules, page 83

31. The exhibit index fails to reference Exhi bits 4.1, 10.1 and 10.2 and references Exhibit
16, which is not filed.  Revise  to accurately reference the exhibits filed.  Make sure
that the material aspects of the exhibited co ntracts are discussed adequately within the
filing.
 Item 17. Undertakings, page 84

32. Revise to include all necessary undertaki ngs required by Item 512 of Regulation
S-K.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. June 23, 2011 Page 8
 management are in possession of all facts re lating 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 you request accelerati on of the effective
date of the pending registration statement pl ease provide a written statement from the
company acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 th e disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.

You may contact Michael He nderson, Staff Accou