SecProbe.io

August 5, 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 #2 to Registration Statement on Form S-1 Filed August 4, 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 amending your registration statement and providing the
requested information.  If you do not believe  our comments apply 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.
 Description of Business, page 28

 Our Growth Strategy, page 34

1. We note your response to comment 9 from our  letter dated July 27, 2011.  Please add an
introductory paragraph to this section whic h addresses your ability to implement the
discussed growth initiatives in the near futu re given the time and resources the company
plans to devote to the development of additi onal software and educat ional titles.  Explain
whether you contemplate achieving any of the initiatives discussed prior to developing

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. August 5, 2011 Page 2
 the anticipated 32 educational titles.  Disc lose the material obstacles which may limit
your ability to accomplish your plans includi ng the fact that you have one current
employee and limited funds.
 Management’s Discussion And Analysis  Or Plan Of Operation, page 42

 Basis of Presentation/Going Concern, page 44

2. Per comment 11 from our letter dated July 27, 2011, disclose the expected cost for
producing the 5 additional mathematics and sc ience courses necessary to breakeven.  In
addition, make clear whether the chart provi ded at the top of page 46 accounts for both
the 5 additional titles needed to break even as well as the 16 additional titles to be completed thereafter or onl y the 16 additional titles.
 Directors And Executive Officers, Prom oters And Control Persons, page 54

3. Further revise the disclosure added in respons e to comment 12 from our letter dated July
27, 2011 to indicate that the underlying ethi cs inquiry concerned Mr. Monahan’s
involvement in the audit of Searex, Inc.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide 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 the Co mmission 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 staff comments a nd the declaration of effectiveness as a

Mr. Thomas P. Monahan
The Virtual Learning Company, Inc. August 5, 2011 Page 3
 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 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Michael Hende rson, 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 wi th any other questions.

Sincerely,
   /s/ Larry Spirgel    Larry Spirgel
Assistant Director

CC:  Roger L. Fidler, Esq.
Via E-mail