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                                     UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*


                               VCampus Corporation
                  ----------------------------------------------
                                (Name of Issuer)


                                  Common Stock
                  ----------------------------------------------
                         (Title of Class of Securities)


                                   92240C 30 8
                  ----------------------------------------------
                                 (CUSIP Number)


                                December 31, 2004
                  ----------------------------------------------
             (Date of Event which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

             [ ] Rule 13d-1(b)

             [X] Rule 13d-1(c)

             [ ] Rule 13d-1(d)


- -------------

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




- -----------------------------------------------------------------------------------
CUSIP NO. 92240C 30 8                                          PAGE 2 OF 5 PAGES
- --------------------------------------------------------------------------------
1.   NAMES OF REPORTING PERSONS
     IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

              Jack Silver
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
                                                                         (b) [X]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY

- --------------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

              United States citizen
- --------------------------- ----------------------------------------------------
                   5.         SOLE VOTING POWER
                                     875,132
     NUMBER OF     ---------- --------------------------------------------------
      SHARES       6.         SHARED VOTING POWER
   BENEFICIALLY                      0
  OWNED BY EACH    ---------- --------------------------------------------------
    REPORTING      7.         SOLE DISPOSITIVE POWER
   PERSON WITH                       875,132
                   ---------- --------------------------------------------------
                   8.         SHARED DISPOSITIVE POWER
                                     0
- --------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     875,132
- --------------------------------------------------------------------------------
10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (See Instructions)                                                      [ ]

- --------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

              9.9%
- --------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON (See Instructions)

              IN
- --------------------------------------------------------------------------------







                                                               PAGE 3 OF 5 PAGES

Item 1.            (a)  Name of Issuer:

                                 VCampus Corporation

                   (b)  Address of Issuer's Principal Executive Offices:

                                 1850 Centennial Park Drive, Suite 200
                                 Reston, VA  20191

Item 2.            (a)  Name of Person Filing:

                                 Jack Silver

                   (b)  Address of Principal Business Office or, if none,
                        Residence:

                                 Jack Silver is the principal investor and
                        manager of Sherleigh Associates LLC (d/b/a SIAR
                        Capital), an independent investment fund. Mr. Silver's
                        business address is 660 Madison Avenue, New York, New
                        York 10021.

                   (c)  Citizenship:

                                 United States citizen

                   (d)  Title of Class of Securities:

                                 Common Stock

                   (e)  CUSIP Number:

                                 92240C 30 8

Item 3.            If this statement is filed pursuant to ss.ss.240.13d-1(b) or
                   240.13d-2(b) or (c), check whether the person filing is a:

            (a)    [ ] Broker or dealer registered under Section 15 of the Act.
            (b)    [ ] Bank as defined in Section 3(a)(6) of the Act.
            (c)    [ ] Insurance company as defined in Section 3(a)(19) of the
                       Act.
            (d)    [ ] Investment company registered under Section 8 of the
                       Investment Company Act of 1940.
            (e)    [ ] An investment adviser in accordance with ss.240.13d-1(b)
                       (1)(ii)(E).
            (f)    [ ] An employee benefit plan or endowment fund in accordance
                       with ss.240.13d-1(b)(1)(ii)(F).
            (g)    [ ] A parent holding company or control person in accordance
                       with ss.240.13d-1(b)(1)(ii)(G).
            (h)    [ ] A savings associations as defined in Section 3(b) of the
                       Federal Deposit Insurance Act.
            (i)    [ ] A church plan that is excluded from the definition of an
                       investment company under Section 3(c)(14) of the
                       Investment Company Act of 1940.
            (j)    [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).



                                                               Page 4 of 5 Pages

Item 4.          Ownership.

                          As of the date hereof, Jack Silver beneficially owns
                 875,132 shares of common stock of the Issuer (the "Shares"),
                 including (i) 299,080 Shares issuable to Sherleigh Associates
                 Profit Sharing Plan, a trust of which Mr. Silver is trustee
                 ("Sherleigh"), upon exercise of Series A Notes, which are
                 exercisable within 60 days, (ii) 184,047 Shares issuable to
                 Sherleigh upon exercise of Series B Notes, which are
                 exercisable within 60 days, and (iii) 783,132 Shares issuable
                 to Sherleigh upon exercise of Warrants, which are exercisable
                 within 60 days. Such Shares represent approximately 9.9% of the
                 Shares outstanding.

                          Mr. Silver has the sole voting and dispositive power
                 with respect to all 875,132 shares of Common Stock beneficially
                 owned by him.

Item 5.          Ownership of Five Percent or Less of a Class.

                          If this statement is being filed to report the fact
                 that as of the date hereof the reporting person has ceased to
                 be the beneficial owner of more than five percent of the class
                 of securities, check the following [ ].

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                          Not applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company or Control Person.

                          Not applicable.

Item 8.          Identification and Classification of Members of the Group.

                          Not applicable.

Item 9.          Notice of Dissolution of Group.

                          Not applicable.

Item 10.         Certification.

                          By signing below I certify that, to the best of my
                 knowledge and belief, the securities referred to above were not
                 acquired and are not held for the purpose of or with the effect
                 of changing or influencing the control of the issuer of the
                 securities and were not acquired and are not held in connection
                 with or as a participant in any transaction having that purpose
                 or effect.



                                                               Page 5 of 5 Pages

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                           February 14, 2005
                                       ---------------------------
                                                 (Date)

                                           /s/ Jack Silver
                                       ---------------------------
                                              (Signature)

                                               Jack Silver
                                       ---------------------------
                                              (Name/Title)

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.

Attention:  Intentional misstatements or omissions of fact constitute Federal
            criminal violations (See 18 U.S.C. 1001)