


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



For the fiscal quarter ended:               December 31, 2000
Commission file number:                     033-25900



                           VIRTUAL ACADEMICS.COM, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                              75-2228820
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)




                         6421 Congress Avenue, Suite 201
                            Boca Raton, Florida 33432
                    (Address of principal executive offices)
                                   (Zip code)

                                 (561) 994-4446
              (Registrant's telephone number, including area code)


Indicate by check mark whether  registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                     Yes X       No

                         APPLICABLE TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:

On  February  1, 2001,  the issuer had  outstanding  7,503,617  shares of common
stock, $.001 par value per share.


<PAGE>

                  VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED DECEMBER 31, 2000
                                      INDEX



                                                                            Page

PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements

      Consolidated Balance Sheets
        As of December 31, 2000 (Unaudited) and June 30, 2000..................3
      Consolidated Statements of Operations (Unaudited)
        For the Six and Three Months Ended December 31, 2000 and 1999..........4
      Consolidated Statements of Cash Flows (Unaudited)
        For the Six and Three Months Ended December 31, 2000 and 1999..........5

      Condensed Notes to Consolidated Financial Statements...................6-7

      Item 2 - Management's Discussion and Analysis  of
               Financial Condition and Results of Operations................8-12


PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings..............................................12

      Item 2 - Changes in Securities and Use of Proceeds......................12

      Item 4 - Submission of Matters to a Vote of Security Holders............12

      Item 6 - Exhibits and Reports on Form 8-K...............................12

      Signatures..............................................................13






                                       -2-


<PAGE>
<TABLE>
<CAPTION>

                     VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET


                                 ASSETS
                                                                          December 31,   June 30,
                                                                              2000         2000
                                                                          -------------  -----------
                                                                          (Unaudited)
<S>                                                                       <C>            <C>
CURRENT ASSETS:
    Cash and Cash Equivalents                                             $    778,100   $  465,683
    Tuition Receivable (Net of Allowance for Doubtful Accounts
     of $154,102 and $72,000, respectively)                                  1,736,011      958,438
    Prepaid Recruiting Fees                                                    115,257       90,835
    Other Prepaid Expenses                                                       5,000       47,859
                                                                          -------------  -----------

        Total Current Assets                                                 2,634,368    1,562,815
                                                                          -------------  -----------

PROPERTY AND EQUIPMENT:
    Computer Equipment and Software                                             46,215       22,577
    Furniture, Fixtures and Office Equipment                                    33,634       35,386
    Leasehold Improvements                                                       3,051            -
                                                                          -------------  -----------
                                                                                82,900       57,963

    Less: Accumulated Depreciation                                             (21,878)     (16,033)
                                                                          -------------  -----------

        Total Property and Equipment                                            61,022       41,930
                                                                          -------------  -----------

OTHER ASSETS:
    Tuition Receivable (Net of Allowance for Doubtful Accounts
      of $72,017 and $28,000, respectively)                                    276,731      277,371
    Prepaid Recruiting Fees                                                     37,157       45,285
    Security Deposits                                                            7,032        7,032
                                                                          -------------  -----------

        Total Other Assets                                                     320,920      329,688
                                                                          -------------  -----------

        Total Assets                                                      $  3,016,310   $1,934,433
                                                                          =============  ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts Payable                                                      $     50,623   $    9,069
    Unearned Revenues                                                        1,854,019    1,023,136
    Accrued Recruiting Fees                                                     73,115       99,406
    Other Accrued Expenses                                                      74,665      132,574
                                                                          -------------  -----------

        Total Current Liabilities                                            2,052,422    1,264,185

NON-CURRENT LIABILITIES:
    Unearned Revenues                                                          757,111      421,529
    Accrued Recruiting Fees                                                     10,358       38,977
                                                                          -------------  -----------

        Total Non-Current Liabilities                                          767,469      460,506
                                                                          -------------  -----------

        Total Liabilities                                                    2,819,891    1,724,691
                                                                          -------------  -----------

STOCKHOLDERS' EQUITY:
    Preferred Stock ($.001 Par Value; 1,000,000 Shares Authorized)
      No Shares Issued and Outstanding)                                              -            -
    Common Stock ($.001 Par Value; 11,000,000 Shares Authorized;
      7,503,617 and 7,483,233 Shares Issued and Outstanding,
      respectively)                                                              7,503        7,483
    Additional Paid-in Capital                                               1,346,245    1,273,140
    Note Receivable from Subscription                                         (550,000)    (550,000)
    Accumulated Deficit                                                       (607,329)    (520,881)
                                                                          -------------  -----------

        Total Stockholders' Equity                                             196,419      209,742
                                                                          -------------  -----------

        Total Liabilities and Stockholders' Equity                        $  3,016,310   $1,934,433
                                                                          =============  ===========


        The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                                   -3-
<PAGE>
<TABLE>
<CAPTION>

                                       VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        (Unaudited)



                                                                      For the Three Months                For the Six Months
                                                                       Ended December 31,                 Ended December 31,
                                                                ---------------------------------  ---------------------------------
                                                                     2000              1999             2000              1999
                                                                ----------------  ---------------  ----------------  ---------------


<S>                                                             <C>               <C>              <C>               <C>
NET REVENUES                                                    $       613,378   $      290,998   $     1,091,242   $      556,309
                                                                ----------------  ---------------  ----------------  ---------------

COSTS AND EXPENSES:
    Instructional and Educational Support                               125,526           25,075           181,700           43,806
    Selling and Promotion                                               107,046           69,906           184,312          115,967
    General and Administrative                                          451,905          136,898           828,956          278,332
                                                                ----------------  ---------------  ----------------  ---------------

        Total Operating Expenses                                        684,477          231,879         1,194,968          438,105
                                                                ----------------  ---------------  ----------------  ---------------

INCOME (LOSS) FROM OPERATIONS                                           (71,099)          59,119          (103,726)         118,204

OTHER INCOME:
    Interest Income                                                       9,221                -            17,278                -
                                                                ----------------  ---------------  ----------------  ---------------

INCOME (LOSS) BEFORE INCOME TAXES                                       (61,878)          59,119           (86,448)         118,204

PROVISION FOR INCOME TAXES                                                    -            5,869                 -            5,869
                                                                ----------------  ---------------  ----------------  ---------------

NET INCOME (LOSS)                                               $       (61,878)  $       53,250   $       (86,448)  $      112,335
                                                                ================  ===============  ================  ===============

BASIC AND DILUTED:
      Net Income (Loss) Per Common Share:                       $         (0.01)  $         0.01   $         (0.01)  $         0.03
                                                                ================  ===============  ================  ===============

      Weighted Common Shares Outstanding                              7,503,617        4,736,683         7,500,847        4,468,000
                                                                ================  ===============  ================  ===============


 PROFORMA NET INCOME (Unaudited):
     (Loss) Income before Provision for Income Taxes                    (61,878)          59,119           (86,448)         118,204

     Provision for Income Taxes                                               -           17,700                 -           35,400
                                                                ----------------  ---------------  ----------------  ---------------

     Net Income (Loss)                                          $       (61,878)  $       41,419   $       (86,448)  $       82,804
                                                                ================  ===============  ================  ===============

     Proforma Net Income (Loss) per Share - Basic and Diluted   $         (0.01)  $         0.01   $         (0.01)  $         0.02
                                                                ================  ===============  ================  ===============


                     The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>
                                                                 -4-
<PAGE>
<TABLE>
<CAPTION>

                           VIRTUAL ACADEMICS.COM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                                         For the Six Months Ended December 31,
                                                                                      --------------------------------------------
                                                                                            2000                    1999
                                                                                      ------------------    ----------------------
<S>                                                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (Loss)                                                                 $         (86,448)    $             112,335
    Adjustments to Reconcile Net Income (Loss) to Net Cash Flows
        Provided by Operating Activities:
           Depreciation                                                                           5,845                     2,631
           Consulting Expense on Common Stock Issued to Non-employees                            55,305                         -
           Consulting Expense on Stock Options Issued to Non-employees                           17,820

           (Increase) Decrease in:
             Tuition Receivable                                                                (776,933)                 (128,425)
             Prepaid Recruiting Fees                                                            (16,294)                  (26,050)
             Other Prepaid Expenses                                                              42,859                         -
             Security Deposits                                                                        -                       298

           Increase (Decrease) in:
              Accounts Payable and Accrued Expenses                                              41,554                     6,098
              Unearned Revenues                                                               1,166,465                   115,161
              Accrued Recruiting Fees                                                           (54,910)                   29,045
              Other Accrued Expenses                                                            (57,909)                        -
                                                                                      ------------------    ----------------------

Net Cash Flows Provided by Operating Activities                                                 337,354                   111,093
                                                                                      ------------------    ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of Property and Equipment                                                       (24,937)                  (23,000)
                                                                                      ------------------    ----------------------

Net Cash Flows Used in Investing Activities                                                     (24,937)                  (23,000)
                                                                                      ------------------    ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Distribution to Members prior to Merger                                                           -                   (88,249)
                                                                                      ------------------    ----------------------

Net Cash Flows Used in Financing Activities                                                           -                   (88,249)
                                                                                      ------------------    ----------------------

Net Increase (Decrease) in Cash and Cash Equivalents                                            312,417                      (156)

Cash and Cash Equivalents - Beginning of Period                                                 465,683                     9,722
                                                                                      ------------------    ----------------------

Cash and Cash Equivalents - End of Period                                             $         778,100     $               9,566
                                                                                      ==================    ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
   Interest                                                                           $               -     $                   -
                                                                                      ==================    ======================
   Income Taxes                                                                       $               -     $                   -
                                                                                      ==================    ======================


                      The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</TABLE>
                                                                 -5-
<PAGE>

                           VIRTUAL ACADEMICS.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

Virtual  Academics.com,  Inc.  ("VADC" or the "Company") is a distance  learning
company that provides Internet  education to students  throughout the world. The
business  is  conducted  under the names of  Barrington  University  and Virtual
Academics.com, Inc.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and  Exchange  Commission  ("SEC").  The  accompanying  consolidated
financial  statements  for the  interim  periods are  unaudited  and reflect all
adjustments  (consisting only of normal recurring adjustments) which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
position  and  operating  results for the periods  presented.  The  consolidated
financial  statements  include the accounts of the Company and its subsidiaries.
All significant  intercompany  accounts and  transactions  have been eliminated.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in  the  United  States  of  America  have  been  condensed  or  omitted.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  for the year ended June 30,  2000 and notes
thereto  contained in the Company's  Report on Form 10-KSB and the September 30,
2000 Form  10-QSB as filed with the  Securities  and  Exchange  Commission.  The
results  of  operations  for the six  months  ended  December  31,  2000 are not
necessarily  indicative  of the results for the full fiscal year ending June 30,
2001.

NOTE 2 - REVENUE RECOGNITION

Through  September 30, 2000,  the Company  recognized  tuition and  registration
revenue evenly over an estimated 24-month  instructional period. The Company has
developed a new database of student activity, which will allow it to more easily
and   accurately   track   student  data   including   student   progress  on  a
course-by-course  basis.   Accordingly,   the  Company  changed  its  method  of
calculating revenue to be recognized each quarter.  For students  registering on
or after October 1, 2000,  the Company will recognize  tuition and  registration
revenue  based on the number of courses  actually  completed  in each  student's
course of study.  For  example,  if a  student  completes  three out of his nine
required  courses,  the Company will recognize 33% of the tuition  regardless of
the amount of time that the student has taken to fulfill these requirements. The
Company will utilize the previous  method for all students  registered  prior to
October 1, 2000. The change in accounting  method did not have a material effect
on the consolidated financial statements.

NOTE 3 - SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL USE

In March 1998, the American Institute of Certified Public Accountants  ("AICPA")
issued  Statement of Position  98-1 ("SOP 98-1"),  "Accounting  for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires the
capitalization of certain costs, including payroll costs, incurred in connection
with the  development  or purchase  of software  for  internal  use.  During the
three-month  period ended  December 31, 2000, the Company  capitalized  software
development costs amounting to $12,000.  Computer software costs are recorded at
cost and are being amortized using the straight-line method over five years.

                                       -6-

<PAGE>

                           VIRTUAL ACADEMICS.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



NOTE 4 - STOCKHOLDERS' EQUITY

On July  25,  2000,  the  Company  issued  20,834  shares  of  common  stock  as
compensation to consultants. $55,305 of expense was recorded based upon the fair
value of the stock at issuance and paid-in capital was correspondingly credited.

On  February  1,  2000,  the  Company  adopted a stock  option  plan (the  "2000
Performance  Equity Plan").  The purpose of the plan is to advance the interests
of the  Company by  providing  an  additional  incentive  to attract  and retain
qualified  and  competent   persons  as  employees,   officers,   directors  and
consultants  upon whose  efforts  and  judgment  the  success of the  Company is
largely  dependent.  The plan was  effective as of February 1, 2000 and,  unless
sooner  terminated by the Board of Directors of the Company in  accordance  with
the terms  thereof,  shall  terminate on February 1, 2010. The plan provides for
both  incentive  stock  options and  nonqualified  stock  options to be granted.
Options to purchase a maximum of 1,000,000  shares may be may be granted and the
exercise price of the options  granted  pursuant to this plan is determined by a
committee  but may not be less than 100% of the fair market  value on the day of
grant. For holders of 10% or more of the combined voting power of all classes of
the  Company's  stock,  options may not be granted at less than 110% of the fair
value of the  common  stock at the date of grant and the option may not exceed 5
years.  On November 20, 2000,  the Company  issued 20,000 options at an exercise
price of $2.12 under this plan. On December 31, 2000, the Company issued 336,000
options at an exercise  price of $.55 under this plan.  Of the  336,000  options
granted, 66,000 were granted to consultants. Additionally, the Company cancelled
30,000 options during the quarter.  There were no options  exercised  during the
period.

The exercise price of all options granted by the Company equals the market price
at the date of grant.  Accordingly,  no compensation expense has been recognized
on  options  granted  to  employees.  The  Company  granted  66,000  options  to
consultants. These options were valued using the Black-Scholes pricing method at
a fair value of $.27 per option.  Accordingly,  the Company recorded  consulting
expense of $17,820.

On  December  26,  2000,  the  board of  directors  authorized  the  Company  to
repurchase,  in the open market, up to 200,000 shares of the common stock of the
Corporation, to demonstrate its belief that the per share price of the Company's
common stock is significantly  undervalued and to indicate to outside  investors
its confidence in the current and future business  prospects of the Company.  As
of February 11, 2001, no shares have been repurchased.

NOTE 5 - LINE OF CREDIT

During January 2001, The Company entered into a line of credit  agreement with a
financial institution for a line of credit of up to $375,000. The line of credit
bears an interest rate that  approximates the prime rate and fluctuates based on
the amount of principal  outstanding.  As of February 10, 2001,  the Company has
not utilized this line of credit.






                                       -7-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

GENERAL

The following  discussion and analysis  should be read in  conjunction  with the
financial  statements  appearing  in this  report.  These  financial  statements
reflect the consolidated  operations of Virtual  Academics.com,  Inc. ("VADC" or
the "Company") for the six and  three-month  periods ended December 31, 2000 and
1999.

This report on Form 10-QSB contains forward-looking statements. These statements
consist of any statement  other than a recitation of historical  fact and can be
identified by the use of  forward-looking  terminology  such as "may," "expect,"
"anticipate,"  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations thereon or comparable  terminology.  The reader is cautioned that all
forward-looking  statements are  necessarily  speculative  and there are certain
risks and  uncertainties  that could  cause  actual  events or results to differ
materially from those referred to in such forward-looking  statements. We do not
have a policy of updating  forward-looking  statements and thus it should not be
assumed that  silence  over time means that actual  events are bearing out as we
estimated in such forward-looking statements.

Through  our  subsidiaries,  we are  engaged  in the  online  distance  learning
industry with a focus on the  international,  second-career  adult and corporate
training markets. We currently operate our main school,  Barrington  University,
from Mobile,  Alabama, where the State of Alabama Department of Education,  Code
of Alabama,  Title 16-46-1 through 10, licenses the school. We offer degrees and
training  programs to students in 43 countries and in eight languages  (English,
Spanish,  Chinese,  Japanese,  Korean,  Portuguese,  Russian  and  Arabic).  The
programs are virtual in their delivery format and can be completed from a laptop
or home  computer,  worldwide.  Many of these  programs  are offered as distance
learning  (correspondence)  as well. We are recognized by the  provincially  run
education   agencies  of  China,  and  Canada  and  offer  these  same  programs
internationally.

Our branch school in China, Wuhan Barrington College,  was approved by the Hubei
Province Education Department on November 3, 2000 - File [2000]#115.  This Wuhan
Barrington  College is licensed in cooperation with the Hubei Union  University,
which now has 2,300  students.  We also have  established a dual degree  program
with the Universidad  Yacambu of Lara Venezuela to offer Spanish language degree
programs. With this agreement, we will now have governmental approved curriculum
is Spanish,  to market to the global Hispanic  community.  In addition to degree
completion programs,  we are focusing on training corporate personnel,  which is
considered a major growth area.

Additionally,  we are  currently  developing  affordable  wireless  platforms to
provide companies with quality training services for their employee's. Our staff
will work directly  with Human  Resource  departments  to ensure the training is
scalable  and  applicable  to their  employee's  needs.  We will  enable our WAP
technology to provide seamless information to all employees,  regardless if they
are in the home office or out in the field.




                                       -8-
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION  AND  ANALYSIS  AND   RESULTS  OF   OPERATIONS
          (Continued)

GENERAL (Continued)

We are in the process of  complying  with the request of the Alabama  Department
Education that we apply to the state as the current parent company of Barrington
University. We have submitted our application to the state and are waiting for a
response.  Although  there can be no assurances  that this  application  will be
approved,  we  believe  that  we  meet  the  requirements  for  ownership  of an
Alabama-licensed  institution  and intend to pursue  prompt  completion  of this
process.

SEASONALITY IN RESULTS OF OPERATIONS

We experience  seasonality in our results of operations primarily as a result of
changes in the level of student  enrollments  and  course  completion.  While we
enroll students  throughout the year,  December and January average  enrollments
and  course  completion  and  related  revenues  generally  are lower than other
quarters due to seasonal breaks in December and January. Accordingly,  costs and
expenses historically increase as a percentage of tuition and other net revenues
as a result of certain  fixed costs not  significantly  affected by the seasonal
second quarter declines in net revenues.

We experience a seasonal increase in new enrollments in August of each year when
most other colleges and  universities  begin their fall semesters.  As a result,
instructional   costs  and  services  and  selling  and   promotional   expenses
historically  increase as a percentage  of tuition and other net revenues in the
fourth  quarter  due to  increased  costs in  preparation  for the  August  peak
enrollments.

We anticipate  that these seasonal trends in the second and fourth quarters will
continue in the future.

RESULTS OF OPERATIONS

Six and three  months ended  December 31, 2000  compared to six and three months
ended December 31, 1999.

For the  six-month  period ended  December  31,  2000,  we had a 96% increase in
earned revenues to $1,091,242 in 2000 from $556,309 for the comparable period in
1999.  The increase in revenues for this period is due  primarily to an increase
in the number of students  that have  registered  and  completed  our degree and
certificate programs. For the three months ended December 31, 2000, net revenues
were $613,378 compared to $290,998 for the three months ended December 31, 1999,
an increase of 110%.  Substantial  increases in revenue and profitability can be
achieved  through  modest  improvements  in  student  course  completion  rates.
Unearned  revenue  represents  the portion of tuition  revenue  invoiced but not
earned and is reflected as a liability in the accompanying  consolidated balance
sheets.  Since we will recognize  tuition and registration  revenue based on the
number of courses actually completed in each student's course of study,  student
course completion efforts, if successful,  are extremely beneficial to operating
results.



                                       -9-
<PAGE>


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  RESULTS  OF   OPERATIONS
          (Continued)

RESULTS OF OPERATIONS (Continued)

Six and three  months ended  December 31, 2000  compared to six and three months
ended December 31, 1999.

Our  operating  results  are  impacted  negatively  by the  registration  of new
students  because we incur costs to enroll  students but  registration  fees are
initially  deferred  and then  recognized  with tuition over the course of study
period under the guidelines of SEC Staff Bulletin 101.

We strive to improve course completion by treating students as valued customers.
We consider student course  completion the  responsibility  of the entire staff.
School personnel  typically employ an approach based upon establishing  personal
relationships with students; for example,  students may receive a telephone call
from a school counselor if they have not completed courses.

Instruction  and  educational  support  expenses  consist  primarily  of student
supplies  such as textbooks as well as postage and  shipping,  credit card fees,
computer related expenses,  and printing fees. For the six months ended December
31, 2000, instructional and educational support expenses amounted to $181,700 or
16% of net  revenues as compared  to $43,806 or 8% of net  revenues  for the six
months ended  December 31, 1999.  For the three months ended  December 31, 2000,
instructional  and educational  support expenses  amounted to $125,526 or 20% of
net  revenues as compared to $25,075 or 9% of net  revenues for the three months
ended December 31, 1999. The increase in instructional  and educational  support
expenses and the related  percentages was  attributable to the increased cost of
postage and delivery  incurred  for  shipping  books and supplies to our foreign
students  and  increased  credit  card  fees due to the fact  that we  encourage
students to join our tuition  payment  program  whereby  students pay monthly by
credit card. Additionally,  we incurred computer-related expenses related to our
website  amounting  to  approximately  $26,000,  which were nominal in the prior
year.

Selling  and  promotion  expense  consists  primarily  of  recruiting  fees  and
advertising.  For the six month  period ended  December  31,  2000,  selling and
promotion expenses increased to $184,312 from $115,967 for the comparable period
in 1999.  For the three months ended  December 31, 2000,  selling and  promotion
expenses  increased to $107,046 from $69,906 for the comparable  period in 1999.
The increase in selling and promotion  expenses is attributable to our increased
advertising efforts. We are currently running advertisements in various national
publications  and  newspapers in order to attract more  students.  We expect our
advertising budget to remain constant through the third quarter of fiscal 2001.

General and administrative expenses,  which include payroll,  professional fees,
rent, travel and entertainment,  insurance,  bad debt, and other expenses,  were
$828,956 and  $451,905  for the six and three  months  ended  December 31, 2000,
respectively,  as compared to $278,332 and $136,898 for the six and three months
ended  December  31,  1999,  respectively.  This  amounted to 75% and 73% of net
revenues for the six and three months ended December 31, 2000, respectively,  as
compared to 50% and 47% for the  comparable  period in 1999,  respectively.  The
increase was primarily due to three factors.





                                      -10-
<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  RESULTS  OF   OPERATIONS
          (Continued)

RESULTS OF OPERATIONS (Continued)

Six and three  months ended  December 31, 2000  compared to six and three months
ended December 31, 1999

First,  personnel-related costs increased by 154% to $273,347 for the six months
ended  December 31, 2000 from $107,487 for the comparable  period in 1999.  This
reflected a growth in the number of employees  from five at December 31, 1999 to
13 at December  31,  2000.  This  increase is a result of the growth that we are
experiencing.  Our staffing  increases were needed to handle student  relations,
develop new programs  and perform  administrative  tasks.  We plan on hiring two
additional administrative staff members during the third quarter of fiscal 2001.
Second,  the cost of professional  fees increased to $162,389 for the six months
ended December 31, 2000 as compared to $2,914 for the comparable period in 1999.
The increase was  attributable to the additional costs associated with operating
a public entity such as auditing fees and legal fees.  Third, the costs relating
to office operations, such as postage and delivery costs incurred to ship degree
program information,  computer-related expenses, office supplies and credit card
fees increased due to our increased operational activities.

Interest  income  was  $17,278  and $9,221  for the six and three  months  ended
December  31,  2000,  respectively,  as  compared  to $-0- for the six and three
months ended December 31, 1999. We currently  invest our excess cash balances in
an interest-bearing account with a financial institution.

As a result of the foregoing  factors,  we incurred  losses of $86,448 or ($.01)
per share for the six months  ended  December  31, 2000 as compared to income of
$112,335 or $.03 per share for the six months ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

On December 31, 2000,  we had $778,100 in cash and cash  equivalents  on hand to
meet our  obligations,  which  represented  an  increase  of  $312,417  from the
beginning of the current  fiscal year. We finance our operating  activities  and
our internal growth through cash generated from operations.

In February 2000, we consummated a private  placement to an accredited  investor
of 2,200,000  shares of common stock.  This private  placement raised a total of
$990,000.  1,100,000  of these  shares were sold and issued for $440,000 in cash
and the balance of these shares were sold for a 7% unsecured promissory note due
February 10, 2001.  The unissued  balance will be issued upon receipt of payment
of this promissory note. As of February 7, 2001, no payment has been received on
the promissory note. We have verbally agreed to extend the due date of this note
until May 14, 2001.  We currently  anticipate  payment on or before the extended
due date, although there can be no assurances that payment will be received.




                                      -11-
<PAGE>


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND  RESULTS  OF   OPERATIONS
          (Continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

In June 2000,  we entered into an agreement  with a financial  advisor to assist
with  raising  between $5 million and $20 million on a private  basis.  No funds
have been raised to date and there can be no assurance  that our efforts in this
regard will be successful.

During January 2001, we entered into a line of credit agreement with a financial
institution for a line of credit of up to $375,000.  The line of credit bears an
interest  rate that  approximates  the prime  rate and  fluctuates  based on the
amount of principal  outstanding.  As of February 10, 2001, we have not utilized
this line of credit.  We have no plans to utilize the line of credit in the near
future.

We have no significant commitments for capital expenditures and believe that our
cash on hand plus cash flow from operations will provide adequate  liquidity for
the  remainder of the fiscal year based on current  operations.  If we decide to
pursue any acquisition  opportunities,  we may need to raise additional  capital
although  there can be no assurance  such capital  raising  activities  would be
successful.

For the six months  ended  December 31,  2000,  we had  positive  cash flow from
operating  activities  of $337,354 as  compared to $111,093  for the  comparable
period in 1999. We expect that the operations will continue to provide  positive
cash flows.
























                                      -12-
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On July 25, 2000, we issued 20,834 shares of our common stock to  consultants as
compensation.  The foregoing shares were issued without registration pursuant to
the  exemption  afforded  by  Section  4(2) of the  Securities  Act of 1933,  as
amended.

Pursuant  to our 2000  Performance  Equity  Plan,  we granted  stock  options to
certain  employees,  directors  and  consultants  during the three  months ended
December 31, 2000 to purchase an aggregate of 356,000  shares of common stock at
exercise prices ranging from $.55 per share to $2.12 per share.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

              18 - Change in revenue recognition policy

          (b) Reports on Form 8-K

          There were no current  reports on Form 8-K filed by the Company during
          the quarter ended December 31, 2000



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this report to be signed on its behalf by the undersigned, duly authorized.

                                               VIRTUAL ACADEMICS.COM, INC.

                   Dated: February 7, 2001     By: /s/ Steven Bettinger
                                               ---------------------------------
                                               Steven Bettinger, President and
                                               Chief Executive Officer

                   Dated: February 7, 2001     By: /s/ Robert Bettinger
                                               ---------------------------------
                                               Robert Bettinger, Chairman of the
                                               Board, Treasurer, Principal
                                               Financial and Accounting Officer

                                      -13-

