SecProbe.io

July 27, 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.
Amendment #1 to Registration Statement on Form S-1 Filed July 22, 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.
 General

1. Please restore page numbers throughout the prospectus.

2. We note the revisions made in response to  comments 5 and 12 from our letter dated
June 23, 2011.  Please further revise to rem ove remaining disclosures which conflict
with your status as a development stag e company that has not commenced its
business.  For example, under the risk factor  “If we are unable to develop, maintain
and enhance our brand identity…” you refe r to a “very limited number of existing

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. July 27, 2011 Page 2
 subscribers.”  As another example, under th e risk factor “Our future growth and
profitability will depend in  large part…” you suggest that future growth and
profitability is predicated  upon your ability to “continue [your] strong ‘word-of-
mouth’ subscriber referrals.”   Please revise throughout.

3. In response to comment 9 from our letter dated June 23, 2011 you removed the
television and movie content from your websites.  Howe ver, your websites now offer
radio shows.  Explain whethe r it was necessary to negotiate the right to broadcast
these shows with the owners.  If warrante d, disclose the possibility that you are
infringing intellectual prope rty rights and highlight th e potential repercussions.

4. We note mitigating language regarding the fact that you have one “content providing
web site” only in the prospectus summary.  In accordance with comment 10 from our letter dated June 23, 2011, make clear th at you have only one operational website
under “History of the Company,” “Our Products and Services,” and “Plan Of Operation.”
 Summary of Prospectus

 General Information about Our Company

5. Please remove the statement “and $10,000 and $20,000, respectively, in cash
generated from the issuance of shares of Company common stock to our founders and
initial investors” from the th ird paragraph of this section.  We note that these figures
do not constitute current assets and are disc ussed within the fift h paragraph of this
section.
 The Offering

 Securities Issued and Registration Costs

6. The last sentence in the first paragraph of th is section appears to provide figures for if
50% or 75%  of the shares to be offered are sold.  Revise to correct.
 Summary Financial Information

7. Your response to comment 11 from our le tter dated June 23, 2011 is unclear.  Explain
how the removal of $250,000 in common stock issued for consulting fees during the period ended March 31, 2010 approp riately rectifies the appare nt error in previously
reported operating expenses for this period.

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. July 27, 2011 Page 3

Description Of Business

 Key Attributes of Our Business Model

8. We note your response to comment 8 from our letter dated June 23, 2011, but see no
changes to this section.  Revise to make cl ear 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 recurring revenue stream and high
profit margins” should be balanced by acco mpanying disclosure th at you have not yet
generated revenues and have never generated a profit.
 Our Growth Strategy

9. Many of the growth initiatives disclosed with in this section appear  highly aspirational
given your status as a development stage company.  For example, discussion of your
desire to develop and offer el ectronic books may be premature in light of the fact that
you have not yet launched your website ba sed offerings.  Consider limiting your
discussion only to those avenues of growth  which you might practicably pursue in the
foreseeable future.  For each retained topic,  comply with comment 17 from our letter
dated June 23, 2011 to explain in detail how each topic is relevant to growth, steps
taken to date in furtherance of each initiative and remaining steps to be implemented.
 Plan Of Operation

10. We note your response to comment 22 from our letter dated June 23, 2011.  Indicate
how you intend to determine the projects “in which he directly participates and has
made material contributions” and what por tion of net revenues are attributable to
those projects.
 Basis of Presentation/Going Concern

11. We note the revisions made in response to  comment 23 from our letter dated June 23,
2011, but the disclosure within  this section remains inco mplete and unclear.  Please
further revise as follows:

 We note management’s expectation that a total of 16 titles representing
mathematics and sciences will be sufficient to reach a breakeven point.  We further note that 11 mathematics based title s have been completed.  Disclose the
expected timeline and associated costs for producing the 5 additional mathematics

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. July 27, 2011 Page 4
 and sciences courses necessary to breakeven.
 Clarify whether your goal of 32 total tit les includes the 5 completed language
training titles.
 Remove duplicative disclosure regarding the steps necessary to complete 16
additional titles.
 Explain when you intend to start shipping your product and soliciting membership
for your website.
 In the “25% of Maximum Sold” column of the added table, reconcile the time
necessary for each of the four disclosed steps with the total provided.
 Address the steps and costs necessary to  implement the contemplated marketing
program.
Directors and Executive Officers, Promoters and Control Persons

12. We note your response to comment 27 from our letter dated June 23, 2011.  Revise
your discussion of the AICPA investigation to highlight that the or iginal investigation
related to Mr. Monahan’s involvement in the audit of a private co mpany, Searex, Inc.
Also revise the last sentence of this disc ussion to clarify that no further action was
taken by either the AICPA or the New Jersey  State Board of Accountancy against Mr.
Monahan because he decided not to renew his license to practice accounting in 2006.

Certain Provisions Of The Bylaws

13. Per comment 29 from our letter dated J une 23, 2011 reconcile your statement here
that your bylaws eliminate the personal liability of your di rectors for damages related
to breaches of their fiduciary duties with the exceptions under Nevada law
enumerated in the first paragraph of your Item 14 disclosure.  Remove the remaining
reference to your Certifi cate of Incorporation.
 Item 16. Exhibits and Financial Statement Schedules

14. The exhibit index continues to reference E xhibit 16 Power of Attorney, which has not
been filed.  Per comment 31 from our letter dated June 23, 2011, please either file this
exhibit or remove referen ce to it in the index.

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
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.

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. July 27, 2011 Page 5

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 the 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 Accountant at 202-551-3364 or Terry
French, Accountant Branch Chief, at 202- 551-3828 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel    Larry Spirgel
Assistant Director
CC:  Roger L. Fidler, Esq.
Via E-mail