UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): January 1, 2007

Date of Report (Date of earliest event reported): January 23, 2007

VCampus Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-21421		54-1290319
(Commission File Number)		(IRS Employer ID Number)

1850 Centennial Park Drive, Suite 200, Reston, Virginia 20191

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (703) 893-7800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.02. ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 1, 2007, VCampus ~~sold~~Corporation ~~the~~(“VCampus”) ~~following~~adopted ~~equity~~an ~~securities~~Incentive inCompensation Plan ~~transactions~~(the ~~that~~“Plan”) ~~were~~which ~~not~~was ~~registered~~designed ~~under~~to, among other things, outline how the commission ~~Securities~~portion ~~Act~~of the salary of ~~1933~~Ronald onE. ~~the~~Freedman, its Senior Vice ~~dates~~President ~~indicated:~~of e-Learning Solutions, is earned and administered.

1The Plan provides that the structure of Mr. On ~~October~~Freedman’s commission payments will vary based upon the 1,type ~~2006~~of account, ~~VCampus~~type ~~issued~~of 25customer,~~000~~ ~~shares~~or type of ~~common~~service ~~stock~~provided toand awill ~~consultant for~~be ~~services~~based ~~rendered. The~~upon ~~consulting~~a ~~fee~~percentage ~~was~~of ~~paid~~gross inmargin, ~~common~~net ~~stock~~bookings, ~~valued~~or ~~at $0.30~~gross ~~per~~bookings ~~share~~from accounts ~~per~~generated ~~agreement~~by ofMr. ~~the parties~~Freedman.

2. On ~~December 31~~June 4, ~~2006~~2007, VCampus entered ~~issued~~into 62an employment agreement with Mr. Freedman. The effective date of the agreement was June 1,~~500~~ ~~shares~~2007. Under the employment agreement, Mr. Freedman’s annual base salary is $192,000, representing an increase of $32,000 ~~common~~from ~~stock~~his prior annual salary. Mr. Freedman will continue to aearn ~~consultant~~commissions on certain sales, which for all new contracts received on or after June 1, 2007 that are covered by the ~~services~~Plan, ~~rendered~~will be paid based on the estimated gross margin on such sales at the time the contract is received. Additionally, VCampus has agreed to pay Mr. Freedman an advance of approximately $25,000, to be paid in five equal installments over five pay periods commencing on June 15, 2007, which represents commissions payable to Mr. Freedman based on VCampus’ contract with the Department of Veterans Affairs (“VA Contract”). The ~~consulting~~advance ~~fee~~is ~~was~~subject to ~~paid~~repayment by Mr. Freedman in ~~common~~the ~~stock~~event ~~valued~~of atearly termination of the VA $0Contract.30 In ~~per~~the ~~share~~event ~~per~~Mr. Freedman is terminated without cause, VCampus is obligated under his employment agreement to continue paying him his base salary for a term of ~~the~~six ~~parties~~months.

3. On January 23, 2007, VCampus issued 33,333 shares of common stock to an investor upon the voluntary conversion of 10 shares of Series A-1 Preferred Stock at a conversion price of $0.30 per share. The investor’s shares of Series A-1 Preferred Stock were issued at a price of $1,000 per share.2

4. On January 31, 2007, VCampus issued 333,333 shares of common stock to an investor upon the voluntary conversion of 100 shares of Series A-1 Preferred Stock at a conversion price of $0.30 per share. The investor’s shares of Series A-1 Preferred Stock were issued at a price of $1,000 per share.SIGNATURE

~~All~~Pursuant ofto the ~~foregoing~~requirements ~~convertible~~of ~~shares~~the ~~were~~Securities ~~originally~~Exchange ~~issued~~Act byof ~~VCampus~~1934, inthe ~~connection~~Registrant ~~with~~has ~~its~~duly ~~December 2005~~caused ~~private placement~~this ~~financing,~~Report asto ~~disclosed~~be insigned on ~~the~~its ~~VCampus~~behalf ~~Form 8-K~~by ~~filed with~~ the ~~SEC~~ onundersigned ~~December 14,~~thereunto ~~2005~~duly authorized.

The sales of the above securities were deemed to be exempt from registration under the Act in reliance upon section 4(2) of the Securities Act of 1933, as amended (the “Act”), or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Recipients of the securities in each such transaction represented their intentions to acquire such securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the instruments issued in such transactions. All recipients had adequate access to information about VCampus.

		VCAMPUS CORPORATION

Date: June 13, 2007
		/s/ Christopher L. Nelson
		Christopher L. Nelson
		Chief Financial Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

				VCAMPUS CORPORATION
Date: February 1, 2007
				/s/ Christopher L. Nelson
				Christopher L. Nelson
				Chief Financial Officer

Filing Compare · VCAMPUS CORP