SecProbe.io

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 February 5, 2026

Vincent C. Simonelli
CEO and CFO
Dream Homes & Development Corp.
314 South Main Street
Forked River, New Jersey 08731

 Re: Dream Homes & Development Corp.
 Form 10-K for the period ended December 31, 2024
 File No. 000-55445
Dear Vincent C. Simonelli:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
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    314
    Main Street

    Forked
    River, NJ 08731

    Phone
    609.693.8881

    Fax
    609.693.3802

    PO
    Box 627

    Forked
    River, NJ 08731

    www.dreamhomesltd.com

    September
    15, 2025

Division
of Corporation Finance

Office
of Real Estate & Construction

Attn:
Kellie Kim or Shannon Menjivar

    Re:

    Dream
    Homes & Development Corp.

    Form
10-K for the period ended December 31, 2024

    File
No. 000-55445

Dear
Sir/Madam:

My
name is Vincent Simonelli and I am president of Dream Homes and Development Corp. (“DREM”). I’m in receipt of your
2nd letter dated August 19, 2025 and have the following comments and requests.

Dream
Homes is a New Jersey based home builder and land developer, and is a smaller reporting company filing with the SEC. Dream helps to fulfill
a key need for housing by developing affordably priced homes. Affordable housing is a critical national priority and New Jersey has one
of the largest unmet need for affordable housing. Currently, Dream is building over 120 units in Ocean County, NJ and actively developing
other sites for future development.

Dream
only became aware that its’ prior auditor, Olayinka Oyebola & Co. (Oyebola), was barred from practicing by the SEC on August
13, 2025. Dream learned about this bar from reading the SEC website. As Oyebola had already been engaged to review DREM’s June
30, 2025 10Q and this announcement was the day before the June 30, 2025 10Q was required to be filed, DREM was forced to quickly change
auditors (incurring additional costs) and was consequently delinquent in its’ June 30, 2025 10Q filing.

On
August 14th, we received an initial letter from the SEC informing us that our auditor had been suspended to practice. A portion
of that letter stated that “…you may not include audit reports or consents from this auditor in your filings with the
Commission on or after the date of this order.”

The
letter said nothing about refiling our 2023 & 2024 K.

On
August 19th we received your 2nd letter. The first part stated that we needed to find another auditor since our
auditor had been suspended, and we have since done that.

The
second part of your August 19, 2025 comment letter stated that the opinion provided by Oyebola in our December 31, 2024 10K was incomplete,
and you are requesting that Dream amend this filing to include an acceptable audit opinion. As Oyebola cannot provide an amended opinion
due to this suspension, this request would require DREM to have the December 31, 2023 and 2024 financial statements re-audited by a new
PCAOB registered firm.

Needless
to say, as a smaller developer with limited resources, this series of events has already caused significant operational and
financial disruptions. Your requirement that we amend our 2023 and 2024 10K filings would truly create a burden on a company
of our size.

As
such, we respectfully request that the Division of Corporation Finance allow us to address this issue in our December 31, 2025 10K filing.
If that request is granted, it would only require us to re-audit our December 31, 2024 10K filing and not require the 2023 10K filing
to also be amended.

Though
we have retained a new auditor to provide the review for our June 30, 2025 10Q, we are still in the process of reviewing PCAOB auditors
to re-audit our December 31, 2024 financial statements, for inclusion in our December 31, 2025 10K.

As
it is September, requiring DREM to amend its’ December 31, 2024 10K with a new audit opinion will create an undue burden, since
we would be required to have audits for December 31, 2023 and 2024 reperformed. Due to the timing, there is no guarantee (and it is unlikely
for a company of our size to be able to) that this can be accomplished prior to our December 31, 2025 10K being due.

Again,
this requirement would definitely place an undue financial burden on DREM, and would certainly distract us from fulfilling our core mission
to provide affordable housing.

Thank
you for your consideration of my request. I look forward to speaking with you to resolve this matter.

I
can always be reached directly at 732 300 5619 or at the office at 609 693 8881.

Sincerely,

/s/
Vince Simonelli

President

Dream
Homes & Development Corp.

A
publicly traded company – Ticker: DREM

PO
Box 627

Forked
River, NJ 08731

Office:
609 693 8881 F: 609 693 3802

Cell:
732 300 5619

Email:
vince@dreamhomesltd.com

Website:
www.dreamhomesltd.com

August 19, 2025
Vincent C. Simonelli
CEO and CFO
Dream Homes & Development Corp.
314 South Main Street
Forked River, New Jersey 08731
Re:Dream Homes & Development Corp.
Form 10-K for the period ended December 31, 2024
File No. 000-55445
Dear Vincent C. Simonelli:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the period ended December 31, 2024
General
1.On August 12, 2025, the Commission entered into an order instituting settled
administrative proceedings against Olayinka Oyebola & Co. and its sole audit partner
Olayinka Temitope Oyebola (individually and together OO&Co.). Please refer to the
order on the SEC’s website at https://www.sec.gov/files/litigation/admin/2025/34-
103689.pdf. Because OO&Co. has been suspended from appearing or practicing
before the Commission, issuers that have engaged OO&Co. to audit or review
financial information to be included in any Exchange Act filings to be made on or
after the date of the Order will need to engage a new qualified, independent, PCAOB-
registered public accountant.
Report of Independent Registered Public Accounting Firm, page F-2
We note that your auditor’s report does not include the elements required under
PCAOB Auditing Standard 3101. Please amend your filing to include an auditor's
report for the years ended December 31, 2024 and 2023 that fully complies with
PCAOB standards.
 2.

August 19, 2025
Page 2

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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VIRTUAL LEARNING COMPANY LTD

VIRTUAL LEARNING COMPANY LTD.

60 Knolls Crescent

Suite 9M

Bronx, New York 10463

(973) 768-4181

August 10, 2011

Larry Spirgel, Esq.

Assistant Director

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

The Virtual Learning Company, Inc.

File No. 333-174674

Dear Mr. Spirgel:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, The Virtual Learning Company, Inc. (the “Company”) hereby requests acceleration of effectiveness of its Registration Statement on Form S-1 (File No. 333-174674), as amended, to August 10, 2011 at 5:00 p.m. Eastern Time, or as soon as possible thereafter.

The Virtual Learning Company, Ltd. hereby acknowledges the following:

1)

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;

2)

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relive the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3)

The Company may not assert staff comments and 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.

If any questions arise please contact Roger L. Fidler, counsel to the Company, at (973) 949-4193.

Respectfully requested,

__/s/ Thomas P. Monahan___

Thomas P. Monahan

President

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

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

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ROGER L

ROGER L. FIDLER

Attorney at Law

145 Highview Terrace

Hawthorne, N.J. 07506

(973) 949-4193

(973) 949-4196 (Fax)

rfidler0099@aol.com

July 20, 2011

Larry Spirgel, Esq.

Assistant Director

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

The Virtual Learning Company, Inc.

Registration Statement on Form S-1

Filed June 2, 2011

File No. 333-174674

Dear Mr. Spirgel:

We have reviewed the Staff’s comments and have amended the registration statement as follows:

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.

We have checked the box.

General

2. Please review your entire document for grammatical errors that can make the

disclosure unclear. For example, we note your statement on page 18: “the market for

products sold through the Internet has not begun to develop and will rapidly

evolving.

The revision of the statement now to be found on page 17 of the marked copy clarifies the meaning.  We have revised the registration statement throughout in numerous locations to eliminate grammatical errors.

3. Furnish the information required by Item 505 of Regulation S-K, determination of offering price. See Item 5 of Form S-1.

Our Page 26 we have added the section “Determination of the Offering Price” wherein we discuss the factors considered in pricing this issue as required by Item 505.

4. We note reference to third party information 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 materials that support third party statements,

clearly cross-referencing a statement with the underlying factual support.

The requested materials have been scanned and are provided as an Appendix at the end of this letter with the requested cross references.

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 example, 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 fulltime 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.

We have made numerous revisions to correct not only the cited examples but many others to make clear that the company has not yet become revenue producing.

6. We note several favorable statements regarding, among other topics, your product,

accomplishments-to-date and market opportunities. To the extent you retain favorable statements provide objective support 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 page 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 proficiency levels are not met.” To the extent that you do not have independent support for your statements, please characterize them as your beliefs and disclose the bases for these beliefs.

We have removed the favorable statements cited and have attempted to make it clear through the registration statement that such assertions are our beliefs. However, we have refrained from supplying the main reason for these beliefs which are that we continuously updated the modules as teachers and teachers assistants in the relevant grades commented upon the modules, rapidly increased the number of modules within each title to meet changing curriculum assessments made by teachers and their assistants since these statements raise only more questions that could go on ad infinitum, e.g. which teachers and assistants, their qualifications, why are they chosen and how. As for reinforcement and remediation, these are inherent properties of the method used in each title wherein the student can go back after missing a question and try again. We have also recently begun to make numerous examples of certain questions, e.g. addition or multiplication, with answers available for students to do more examples without the sophistication of the interactive titles.  These question sheets more closely resemble what we consider to be inferior products manufactured by our quite successful competition. In order to maintain a balance we have omitted this more accurate but more promotional approach so as not to make our products seem too good to be true, which if you compare them with the competition, they are.  Since these quality factors are less important than marketing, at least in immediate future, we have decided not to stress those superior qualities more than are necessary to accurately describe them.

Prospectus Summary, page 5

7. The Prospectus Summary is intended to provide a brief overview of the most salient aspects of the offering and the company’s business. Your summary provides mostly marketing information about the company that is largely repeated elsewhere in your prospectus. Revise to include only a brief overview of your offering and business and make sure the presentation is balanced.

We have completely rewritten the Summary in response to the comment.

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 recurring revenue stream and high profit margins” should be balanced by accompanying disclosure that you have not yet generated revenues and have never generated a profit.

In response to Comment 8, we have made several revisions to make clear that none of the key attributes as yet exist.

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 these programs. If you have not, add a risk factor to disclose the possibility that you are infringing intellectual property rights and highlight the potential repercussions.

This option in the website has been deleted. It was originally thought to add these videos as a marketing enhancement for the benefit of the adults and to enhance sales from the adults who would be paying the bill. No analysis was made with respect to infringement and many of the titles were outside the copyright term. No complaints or contacts from copyright owners had been received to date.

10. It appears that three out of the four websites referenced contain identical content. Revise to accurately characterize your web based offerings. In particular, we note the statement “[t]he Company provides standards-based instruction…through one of our several websites on the World Wide Web.”

Actually only one website is in use www.learningisbasic.com. The other websites www.eschoolroom.com, www.mathisbasic.com are simply redirected to www.learningisbasic.com.  We have revised our disclosure to note that fact at pages 5 and 6 and elsewhere throughout the registration statement.

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 expenses for the year ended December 31, 2010.

This happened because a journal entry capitalizing $110,000 in  consulting fees was posted in December 31, 2010. This entry should have been posted as of March 31, 2010 where the initial entry was booked in error.

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 intellectual property is limited…” you state “[d]espite enforcement efforts against software piracy, we lose significant revenue due to illegal use of our software.” We note, however, 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 have revised the risk factors at numerous places and eliminated some risk factors in response to this comment.

We note though that we may be subject to liability for information retrieved from the Internet…, page 21

13. The subject matter of this risk factor and how it relates to the company is unclear. Revise to clarify.

The risk factor has been deleted.

Future sales of restricted shares could decrease the price a willing buyer…, page 21

14. Revise the disclosures here and under Shares 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 requirements 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 percent of [your] outstanding common stock every three months.” As another example, you indicate that the holding period applicable to non-affiliates is six months on page 22 and one year on page 55.

The disclosure has been revised both in the risk factor and at former pages 54 and 55, now page 57, for consistency and accuracy.

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 that the offering will

terminate no later than 12 months after the effective date of the prospectus.

The disclosure of the termination date in the Plan of Distribution, page 26 has been reconciled with the disclosure on former page 52, now page 54 to note a 12 month termination date.

Description Of Business, page 27

History of the Company, page 27

16. Revise to more fully describe the transaction between Mr. Thomas Monahan and

Terra Media, LTD. Your disclosure should clarify the background between the

parties, explain the statement “to be returned to Mr. Thomas Monahan Terra’s

subsidiary Ding Dong School, Ltd” and reconcile the consideration disclosed as

compared to the consideration identified in Exhibit 10.1.

The Description of the Business has been revised at Page 29 to more fully describe the transaction between Mr. Monahan and Terra Media Ltd., now Terra Energy resources, Ltd. including describing the purchase by Mr. Monahan.  The consideration has been reconciled with Exhibit 10.1.  The numbers disclosed reflect the accounting entry made by the accountant for Terra Media on its books and this has been described.  The Separation Agreement stated a simple buy back price and the payment of that price has also been described.

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 into the prospective growth of your business. Substantially revise to make clear how each topic discussed relates to your business. Your disclosure should explain how each topic is relevant to growth, steps taken to date in furtherance of your various strategies and steps that must be implemented to successfully operate and grow. Similarly revise the disclosure on pages 8 and 9.

The section “Our Growth Strategy” has been revised to link the disclosure to the Issuer’s growth strategy.  The redundant disclosure at pages 8 and 9 has been deleted.

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 distribute. 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.

At page 33, we have clarified that the software to be used on the website is one and the same with the software to be available for sale and distribution, albeit in different formats.

19. Disclose whether you have had any contact with potential distributors of your

products to date.

At page 36, we have revised the disclosure to state that there have been only preliminary discussions with a limited number of potential distributors.

Marketing, Sales and Subscriber Support, page 37

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

We have revised the disclosure to note that all marketing activities will occur in the future.

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 protection does not apply to your offering

because your common stock is considered a penny stock.

We have deleted the reference to the sections of the Securities Act that relate to the  PSLRA.

Plan Of Operation, page 41

Overview, page 41

22. Note 6 to your financial statements on page 79 discloses agreements for curriculum

development pursuant to which you are obligated to pay royalties on revenues earned.

Discuss those arrangements as well as the contractual arrangement filed as Exhibit

10.2 within MD&A, providing the aggregate royalties due and the effect you expect

the respective obligations to have on your financial condition going forward. If the

agreements referenced under Note 6 constitute material contracts, file them as

exhibits. See Item 601(b)(10) of Regulation S-K.

The agreement with  Lawrence William Kazmierczak has been disclosed in the third paragraph of the “Plan of Operation”. This agreement was previously filed as an exhibit.

One other agreement that existed was rescinded subsequent to the date of the financial statements and  the stock certificate for  200,000 shares was returned to Virtual Learning and canceled. This information has been added as a subsequent event to the Notes to the Financial Statements.

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 development of 36 titles, implementing the

contemplated marketing program and generally, commercializing your website.

Provide a time line for achieving each milestone and the associated costs. Explain

how you intend to fund these costs, taking into account the various levels of proceeds

from the offering, the offering costs, the costs 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 requireme

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