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                     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:               March 31, 2001
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 April 16, 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 MARCH 31, 2001
                                      INDEX







                                                                            Page

PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements

      Consolidated Balance Sheets
        As of March 31, 2001 (Unaudited) and June 30, 2000.....................3
      Consolidated Statements of Operations (Unaudited)
        For the Nine and Three Months Ended March 31, 2001 and 2000............4
      Consolidated Statements of Cash Flows (Unaudited)
        For the Nine Months Ended March 31, 2001 and 2000......................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..............................................13

      Item 2 - Changes in Securities and Use of Proceeds......................13

      Item 4 - Submission of Matters to a Vote of Security Holders............13

      Item 6 - Exhibits and Reports on Form 8-K...............................13

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






                                       -2-
<PAGE>
<TABLE>
<CAPTION>
                             VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS


                                               ASSETS
                                                                           March 31,      June 30,
                                                                              2001          2000
                                                                          -------------  ------------
                                                                           (Unaudited)
<S>                                                                       <C>            <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                                               $    918,168   $   465,683
  Tuition Receivable (Net of Allowance for Doubtful Accounts
    of $191,994 and $72,000, respectively)                                   1,903,707       958,438
  Prepaid Recruiting Fees                                                      118,719        90,835
  Other Prepaid Expenses                                                         5,000        47,859
                                                                          -------------  ------------

      Total Current Assets                                                   2,945,594     1,562,815
                                                                          -------------  ------------

PROPERTY AND EQUIPMENT:
  Computer Equipment and Software                                               58,632        22,577
  Furniture, Fixtures and Office Equipment                                      33,634        35,386
  Leasehold Improvements                                                         3,051             -
                                                                          -------------  ------------
                                                                                95,317        57,963

  Less: Accumulated Depreciation                                               (27,254)      (16,033)
                                                                          -------------  ------------

      Total Property and Equipment                                              68,063        41,930
                                                                          -------------  ------------

OTHER ASSETS:
  Tuition Receivable (Net of Allowance for Doubtful Accounts
    of $74,695 and $28,000, respectively)                                      328,448       277,371
  Prepaid Recruiting Fees                                                       31,693        45,285
  Security Deposits                                                              7,032         7,032
                                                                          -------------  ------------

      Total Other Assets                                                       367,173       329,688
                                                                          -------------  ------------

      Total Assets                                                        $  3,380,830   $ 1,934,433
                                                                          =============  ============

                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts Payable                                                        $     11,737   $     9,069
  Unearned Revenues                                                          2,075,975     1,023,136
  Accrued Recruiting Fees                                                       67,103        99,406
  Other Accrued Expenses                                                       110,102       132,574
                                                                          -------------  ------------

      Total Current Liabilities                                              2,264,917     1,264,185

NON-CURRENT LIABILITIES:
  Unearned Revenues                                                            732,892       421,529
  Accrued Recruiting Fees                                                       16,891        38,977
                                                                          -------------  ------------

      Total Non-Current Liabilities                                            749,783       460,506
                                                                          -------------  ------------

      Total Liabilities                                                      3,014,700     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                                                         (437,618)     (520,881)
                                                                          -------------  ------------

      Total Stockholders' Equity                                               366,130       209,742
                                                                          -------------  ------------

      Total Liabilities and Stockholders' Equity                          $  3,380,830   $ 1,934,433
                                                                          =============  ============


        The accompanying notes are an integral part of these consolidated financial statements
                                                 -3-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                          (Unaudited)



                                                              For the Three Months                      For the Nine Months
                                                                 Ended March 31,                           Ended March 31,
                                                   ---------------------------------------   ---------------------------------------
                                                         2001                 2000                 2001                 2000
                                                   ------------------   ------------------   ------------------   ------------------

<S>                                                <C>                  <C>                  <C>                  <C>
NET REVENUES                                       $         808,031    $         339,551    $       1,899,273    $         895,861
                                                   ------------------   ------------------   ------------------   ------------------

COSTS AND EXPENSES:
    Instructional and Educational Support                    101,244               82,495              282,944              158,753
    Selling and Promotion                                    104,841               68,902              289,153              193,401
    General and Administrative                               441,488              175,227            1,270,444              412,572
                                                   ------------------   ------------------   ------------------   ------------------

        Total Operating Expenses                             647,573              326,624            1,842,541              764,726
                                                   ------------------   ------------------   ------------------   ------------------

INCOME FROM OPERATIONS                                       160,458               12,927               56,732              131,135

OTHER INCOME:
    Interest Income                                            9,253                1,562               26,531                1,562
                                                   ------------------   ------------------   ------------------   ------------------

INCOME BEFORE INCOME TAXES                                   169,711               14,489               83,263              132,697

PROVISION FOR INCOME TAXES                                         -                4,947                    -               10,816
                                                   ------------------   ------------------   ------------------   ------------------

NET INCOME                                         $         169,711    $            9,542   $          83,263    $         121,881
                                                   ==================   ==================   ==================   ==================

BASIC AND DILUTED:
      Net Income Per Common Share:                 $            0.02    $            0.00    $            0.01    $            0.02
                                                   ==================   ==================   ==================   ==================

      Weighted Common Shares Outstanding                   7,503,617            6,951,129            7,500,847            6,548,939
                                                   ==================   ==================   ==================   ==================


 PROFORMA NET INCOME (Unaudited):
     Income before Provision for Income Taxes                169,711               14,489               83,263              132,697

     Provision for Income Taxes                                    -                4,947                    -               45,307
                                                   ------------------   ------------------   ------------------   ------------------

     Net Income                                    $         169,711    $           9,542    $          83,263    $          87,390
                                                   ==================   ==================   ==================   ==================

     Proforma Net Income per Share - Basic
       and Diluted                                 $            0.02    $            0.00    $            0.01    $            0.01
                                                   ==================   ==================   ==================   ==================




                          The accompanying notes are an integral part of these consolidated financial statements
                                                                -4-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   VIRTUAL ACADEMICS.COM, INC.
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (Unaudited)


                                                                                       For the Nine Months Ended March 31,
                                                                                -----------------------------------------------
                                                                                       2001                     2000
                                                                                -------------------    ------------------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                                                  $           83,263                   $ 121,881
    Adjustments to Reconcile Net Income to Net Cash Flows
        Provided by Operating Activities:
           Depreciation                                                                     11,221                       6,566
           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                                                           (996,346)                   (368,902)
             Prepaid Recruiting Fees                                                       (14,292)                    (31,559)
             Other Prepaid Expenses                                                         42,859                      (2,493)
             Deferred Income Taxes                                                               -                     (11,629)
             Security Deposits                                                                   -                         298

           Increase (Decrease) in:
              Accounts Payable                                                               2,668                      12,007
              Unearned Revenues                                                          1,364,202                     378,214
              Accrued Recruiting Fees                                                      (54,389)                     39,882
              Income Taxes Payable                                                               -                      14,133
              Other Accrued Expenses                                                       (22,472)                      2,337
              Deferred Income Taxes                                                              -                       2,233
                                                                                -------------------    ------------------------

Net Cash Flows Provided by Operating Activities                                            489,839                     162,968
                                                                                -------------------    ------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of Property and Equipment                                                  (37,354)                    (41,002)
                                                                                -------------------    ------------------------

Net Cash Flows Used in Investing Activities                                                (37,354)                    (41,002)
                                                                                -------------------    ------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Issuance of Common Stock                                                       -                     440,000
    Distribution to Members prior to Merger                                                      -                     (88,189)
                                                                                -------------------    ------------------------

Net Cash Flows Provided by Financing Activities                                                  -                     351,811
                                                                                -------------------    ------------------------

Net Increase in Cash and Cash Equivalents                                                  452,485                     473,777

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

Cash and Cash Equivalents - End of Period                                       $          918,168     $               483,499
                                                                                ===================    ========================

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
                                                              -5-
</TABLE>
<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 nine months ended March 31, 2001 are not
necessarily indicative of the results for the full fiscal year ending June 30,
2001.

Certain reclassifications have been made to the prior period's consolidated
statements of operation to conform to the current periods presentation.

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 - 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. During March 2001,
the Company decided it would not need the line of credit and therefore cancelled
the line of credit agreement. The Company did not utilize this line of credit.



                                       -6-

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


NOTE 4 - 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
nine-month period ended March 31, 2001, 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.

NOTE 5 - 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 ended December 31, 2000. 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 during the quarter ended December 31, 2000.

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 April 16, 2001, no shares have been repurchased.


                                       -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 nine and three-month periods ended March 31, 2001 and
2000, respectively.

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 over 50 countries and in multiple languages.
The programs are virtual in their delivery format and can be completed from a
laptop, home computer or through a wireless device.

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
in Spanish to market to the global Hispanic community. In addition to degree
completion programs, we are focusing on training corporate personnel, continuing
education (CE) courses and wireless technology for education, which we believe
is a major growth area.

Additionally, we are currently developing affordable wireless platforms to
provide companies with quality training services for their employees. Our staff
will work directly with Human Resource departments to ensure the training is
scalable and applicable to their employees' 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. Through a pilot program, we are
currently offering a limited number of our business courses through the wireless
Palm and other WAP enabled equipment through Motorola gateway system. This
technology will provide students the means to post messages, communicate with
instructors and fellow students, complete exams, and to review syllabi and
grades.

We have received full licensure from the Alabama Department of Education for
Barrington University under the Ownership of Virtual Academics.com, Inc.



                                       -8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
        (Continued)


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

Nine and three months ended March 31, 2001 compared to nine and three months
ended March 31, 2000.

For the nine-month period ended March 31, 2001, we had a 112% increase in earned
revenues to $1,899,273 in 2001 from $895,861 for the comparable period in 2000.
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 March 31, 2001, net revenues were $808,031
compared to $339,551 for the three months ended March 31, 2000, an increase of
138%. 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. During the three months ended March 31, 2001, student course completion
rates increased due to our enhanced student mentoring efforts. 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.


Our operating results may be 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 Accounting Bulletin 101.




                                       -9-

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


RESULTS OF OPERATIONS (Continued)

Nine and three months ended March 31, 2001 compared to nine and three months
ended March 31, 2000.

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 nine months ended March
31, 2001, instructional and educational support expenses increased by 78% to
$282,944 or 15% of net revenues as compared to $158,753 or 18% of net revenues
for the nine months ended March 31, 2000. For the three months ended March 31,
2001, instructional and educational support expenses increased by 23% to
$101,244 or 13% of net revenues as compared to $82,495 or 24% of net revenues
for the three months ended March 31, 2000. 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. Instructional and educational support expenses decreased
as a percentage of net revenue due to the fact that computer-related expenses
remained relatively stable in relation to the increase in net revenues.

Selling and promotion expense consists primarily of recruiting fees and
advertising. For the nine month period ended March 31, 2001, selling and
promotion expenses increased by 49% to $289,153 or 15% of net revenues as
compared to $193,401 or 22% of net revenues for the nine months ended March 31,
2000. For the three months ended March 31, 2001, selling and promotion expenses
increased by 52% to $104,841 or 13% of net revenues as compared to $68,902 or
20% of net revenues for the three months ended March 31, 2000. The increase in
selling and promotion expenses is attributable to our increased advertising
efforts. The decrease in selling costs as a % of revenue is due to the increased
level of sales. 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 end of fiscal 2001.

General and administrative expenses, which include payroll, professional fees,
rent, travel and entertainment, insurance, bad debt, and other expenses, were
$1,270,444 and $441,488 for the nine and three months ended March 31, 2001,
respectively, as compared to $412,572 and $175,227 for the nine and three months
ended March 31, 2000, respectively. This amounted to 67% and 55% of net revenues
for the nine and three months ended March 31, 2001, respectively, as compared to
46% and 52% for the comparable period in 2000, 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)

Nine and three months ended March 31, 2001 compared to nine and three months
ended March 31, 2000.

First, personnel-related costs increased by 135% to $396,094 for the nine months
ended March 31, 2001 from $168,307 for the comparable period in 2000. This
reflected a growth in the number of employees from five at March 31, 2000 to 14
at March 31, 2001. 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 fourth quarter of fiscal
2001. Second, the cost of professional fees increased to $201,007 for the nine
months ended March 31, 2001 as compared to $26,613 for the comparable period in
2000. 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 $26,531 and $9,253 for the nine and three months ended March
31, 2001, respectively, as compared to $1,562 for the nine and three months
ended March 31, 2000. We currently invest our excess cash balances in an
interest-bearing account with a financial institution.

As a result of the foregoing factors, we recognized net income of $83,263 or
$.01 per share for the nine months ended March 31, 2001 as compared to net
income of $121,881 or $.02 per share for the nine months ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

On March 31, 2001, we had $918,168 in cash and cash equivalents on hand to meet
our obligations, which represented an increase of $452,485 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 shares will be issued upon receipt of payment of
this promissory note. As of April 25, 2001, no payment has been received on the
promissory note. We have agreed to extend the due date of this note until June
5, 2001. While we have had discussions with the investors and have extended the
payment of the note to June 5, 2001, 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)

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 agreement
was cancelled during March 2001 since we had 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 nine months ended March 31, 2001, we had positive cash flow from
operating activities of $489,839 as compared to $162,968 for the comparable
period in 2000. 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

              None

         (b) Reports on Form 8-K

          There were no current reports on Form 8-K filed by the Company during
the quarter ended March 31, 2001

                                   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: May 5, 2001         By: /s/ Steven Bettinger
                                               ---------------------------------
                                               Steven Bettinger, President and
                                               Chief Executive Officer

                Dated: May 5, 2001         By: /s/ Robert Bettinger
                                               ---------------------------------
                                               Robert Bettinger, Chairman of the
                                               Board, Treasurer, Principal
                                               Financial and Accounting Officer

</TEXT>
</DOCUMENT>
</SUBMISSION>
