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<STREET1>6421 CONGRESS AVENUE
<STREET2>STE 201
<CITY>BOCA RATON
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<STREET1>16910 DALLAS PARKWAY
<STREET2>SUITE 100
<CITY>DALLAS
<STATE>TX
<ZIP>75248
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<FORMER-CONFORMED-NAME>ALLURISTICS INC
<DATE-CHANGED>19890911
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<FORMER-CONFORMED-NAME>DONNEBROOKE CORP
<DATE-CHANGED>19920703
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<FILENAME>form10-qsb_sep302002.txt
<TEXT>
                     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:               September 30, 2002
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 November 12, 2002, the issuer had outstanding 8,701,467 shares of common
stock, $.001 par value per share.

<PAGE>
                  VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

      Item 1 - Financial Statements

      Consolidated Balance Sheets
         As of September 30, 2002 (Unaudited) and June 30, 2002................3

      Consolidated Statements of Operations (Unaudited)
         For the Three Months Ended September 30, 2002 and 2001................4

      Consolidated Statements of Cash Flows (Unaudited)
         For the Three Months Ended September 30, 2002 and 2001................5

      Condensed Notes to Consolidated Financial Statements...................6-8

      Item 2 - Management's Discussion and Analysis and
         Results of Operations.......................8-15

      Item 3 - Control and Procedures.........................................16

PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings..............................................16

      Item 2 - Changes in Securities and Use of Proceeds......................16

      Item 4 - Submission of Matters to a Vote of Security Holders............16

      Item 6 - Exhibits and Reports on Form 8-K...............................17

      Signatures..............................................................17

      Certifications ......................................................18-19


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

                                                     ASSETS
                                                                                    September 30,   June 30,
                                                                                        2002          2002
                                                                                     -----------   -----------
                                                                                     (Unaudited)
<S>                                                                                  <C>           <C>
CURRENT ASSETS:
    Cash and Cash Equivalents .....................................................  $ 1,400,187   $ 1,529,851
    Tuition Receivable (Net of Allowance for Doubtful Accounts
             of $150,000 and $152,000, respectively) ..............................    1,189,884     1,303,766
    Accounts Receivable ...........................................................       69,989        28,413
    Inventories ...................................................................       35,265       107,293
    Prepaid Recruiting Fees .......................................................       89,382        94,975
    Other Current Assets ..........................................................       25,534        38,554
                                                                                     -----------   -----------
        Total Current Assets ......................................................    2,810,241     3,102,852
                                                                                     -----------   -----------
PROPERTY AND EQUIPMENT:
    Computer Equipment and Software ...............................................      117,584       100,391
    Furniture, Fixtures and Office Equipment ......................................       46,932        46,932
    Leasehold Improvements ........................................................        3,051         3,051
                                                                                     -----------   -----------
                                                                                         167,567       150,374

    Less: Accumulated Depreciation ................................................      (68,932)      (60,619)
                                                                                     -----------   -----------
        Total Property and Equipment ..............................................       98,635        89,755
                                                                                     -----------   -----------
OTHER ASSETS:
    Tuition Receivable (Net of Allowance for Doubtful Accounts
            of $384,000 and $296,000, respectively) ...............................    1,151,351     1,040,965
    Prepaid Recruiting Fees .......................................................       13,372        15,065
    Deferred Tax Asset ............................................................      269,420       153,156
    Security Deposits .............................................................        8,642         8,642
                                                                                     -----------   -----------
        Total Other Assets ........................................................    1,442,785     1,217,828
                                                                                     -----------   -----------
        Total Assets ..............................................................  $ 4,351,661   $ 4,410,435
                                                                                     ===========   ===========

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts Payable ..............................................................  $    57,442   $    31,730
    Unearned Revenues .............................................................    2,799,195     2,697,062
    Accrued Recruiting Fees .......................................................       80,069        95,492
    Other Accrued Expenses ........................................................       32,687        71,293
                                                                                     -----------   -----------
        Total Current Liabilities .................................................    2,969,393     2,895,577

NON-CURRENT LIABILITIES:
    Unearned Revenues .............................................................      447,439       430,040
    Accrued Recruiting Fees .......................................................       11,978        15,147
                                                                                     -----------   -----------
        Total Non-Current Liabilities .............................................      459,417       445,187
                                                                                     -----------   -----------
        Total Liabilities .........................................................    3,428,810     3,340,764
                                                                                     -----------   -----------
STOCKHOLDERS' EQUITY:
    Preferred Stock ($.001 Par Value; 1,000,000 Shares Authorized)
          No Shares Issued and Outstanding ) ......................................            -             -
    Common Stock ($.001 Par Value; 10,000,000 Shares Authorized;
       8,701,467 and  8,701,467 Shares Issued and Outstanding at September 30, 2002
           and June 30, 2002, respectively) .......................................        8,701         8,701
    Additional Paid-in Capital ....................................................    1,383,264     1,383,264
    Accumulated Deficit ...........................................................     (469,114)     (322,294)
                                                                                     -----------   -----------
        Total Stockholders' Equity ................................................      922,851     1,069,671
                                                                                     -----------   -----------
        Total Liabilities and Stockholders' Equity ................................  $ 4,351,661   $ 4,410,435
                                                                                     ===========   ===========

                         See accompanying notes to consolidated financial statements.

                                                      -3-
</TABLE>
<PAGE>
                  VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                        For the Three Months
                                                        Ended September 30,
                                                    ---------------------------
                                                        2002            2001
                                                    -----------     -----------
                                                    (Unaudited)     (Unaudited)

NET REVENUES ...................................    $   456,526     $   814,177
                                                    -----------     -----------
COSTS AND EXPENSES:
    Cost of Equipment Sales ....................         98,010               -
    Instructional and Educational Support ......         20,068         139,268
    Research and Development ...................         21,968               -
    Selling and Promotion ......................        114,466         132,898
    Salaries ...................................        202,782         184,253
    General and Administrative .................        271,030         335,970
                                                    -----------     -----------

        Total Operating Expenses ...............        728,324         792,389
                                                    -----------     -----------

(LOSS) INCOME FROM OPERATIONS ..................       (271,798)         21,788

OTHER INCOME:
    Interest Income ............................          8,714          12,499
                                                    -----------     -----------

(LOSS) INCOME BEFORE INCOME TAXES ..............       (263,084)         34,287

INCOME TAX BENEFIT (EXPENSE):
    Deferred Income Tax ........................        116,264         (12,686)
                                                    -----------     -----------

        Total Income Tax Benefit (Expense) .....        116,264         (12,686)
                                                    -----------     -----------

NET (LOSS) INCOME ..............................    $  (146,820)    $    21,601
                                                    ===========     ===========
BASIC AND DILUTED:
      Net (Loss) Income Per Common Share .......    $     (0.02)    $      0.00
                                                    ===========     ===========

      Weighted Common Shares Outstanding .......      8,701,467       8,839,633
                                                    ===========     ===========

          See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                        VIRTUAL ACADEMICS.COM, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Unaudited)


                                                                    For the Three Months
                                                                     Ended September 30,
                                                                  -------------------------
                                                                      2002          2001
                                                                  -----------   -----------
<S>                                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (Loss) Income ..........................................  $  (146,820)  $    21,601
    Adjustments to Reconcile Net (Loss) Income to Net Cash Flows
        Used in Operating Activities:
           Depreciation ........................................        8,313         6,737
           Deferred Income Taxes ...............................     (116,264)       12,686

           (Increase) Decrease in:
             Tuition Receivable ................................      113,882      (613,996)
             Accounts Receivable ...............................      (41,576)
             Inventories .......................................       72,028             -
             Prepaid Recruiting Fees ...........................        5,593         8,178
             Other Current Assets ..............................       13,020       (97,489)
         Other Assets:
             Tuition Receivable - Non-current ..................     (110,386)      379,921
             Prepaid Recruiting Fees - Non-current .............        1,693       (11,400)

           Increase (Decrease) in:
              Accounts Payable .................................       25,712        41,168
              Unearned Revenues ................................      102,133        94,693
              Accrued Recruiting Fees ..........................      (15,423)       18,879
              Other Accrued Expenses ...........................      (38,606)          593
         Other Liabilities:
              Unearned Revenues - Non-current ..................       17,399        56,636
              Accrued Recruiting Fees - Non-current ............       (3,169)        2,783
                                                                  -----------   -----------

Net Cash Flows Used in Operating Activities ....................     (112,471)      (79,010)
                                                                  -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of Property and Equipment ......................      (17,193)      (20,874)
                                                                  -----------   -----------

Net Cash Flows Used in Investing Activities ....................      (17,193)      (20,874)
                                                                  -----------   -----------

Net Decrease in Cash and Cash Equivalents ......................     (129,664)      (99,884)

Cash and Cash Equivalents - Beginning of Period ................    1,529,851     1,775,206
                                                                  -----------   -----------

Cash and Cash Equivalents - End of Period ......................  $ 1,400,187   $ 1,675,322
                                                                  ===========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

                See accompanying notes to 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 primarily conducted under the names of Barrington University (the
"School"), Virtual Academics.com, Cenuco and the Academy of Health Science and
Nutrition (the "Academy"). Additionally, the Company established a wireless
e-learning platform in the academic, consumer and corporate marketplaces. The
Company is also engaged in the development and sale of wireless solutions and
web services, which include the development of business-to-business and
business-to-consumer wireless applications, and state of the art web technology
and design services.

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 wholly owned
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, 2002 and notes
thereto contained in the Company's report on Form 10-KSB as filed with the SEC.
The results of operations for the three months ended September 30, 2002 are not
necessarily indicative of the results for the full fiscal year ending June 30,
2003.

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

NOTE 2 - REVENUE RECOGNITION

The Company recognizes 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.

In connection with the development and sale of wireless solutions and web
services, which include the development of business-to-business and
business-to-consumer wireless applications, and state of the art web technology
and design services, the Company recognizes revenue as services are performed or
on a pro rata basis over the contract term.

                                       -6-
<PAGE>
                           VIRTUAL ACADEMICS.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 3 - STOCKHOLDERS' EQUITY

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 granted and the
exercise prices of the options granted pursuant to this plan are determined by
the Board or an option committee but may not be less than 100% of the fair
market value on the day of grant.

On August 29, 2002, the Company granted options to purchase 240,000 shares of
common stock to certain employees of the Company. The options are exercisable at
$.42 per share, which was the fair market value of the common stock at the grant
date. Accordingly, under APB 25, no compensation expense was recognized.

On August 29, 2002, the Company granted options to purchase 20,000 shares of
common stock to non-employee directors. The options expire on August 29, 2012
and are exercisable at $.42 per share, which was the fair market value of the
common stock at the grant date. Accordingly, under APB 25, no compensation
expense was recognized.

Had compensation cost for the stock option plan been determined based on the
fair value of the options at the grant dates consistent with the method of SFAS
123, "Accounting for Stock Based Compensation", the Company's net earnings and
earnings per share would have been changed to the pro forma amounts indicated
below for the three months ended September 30, 2002:


                     Net earnings
                         As reported ........  $  (146,820)
                         Pro forma ..........     (233,140)

                     Basic earnings per share
                         As reported ........         (.02)
                         Pro forma ..........         (.03)


                                       -7-
<PAGE>
                           VIRTUAL ACADEMICS.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE 4 - SEGMENT INFORMATION (Continued)

Currently, the Company operates in two reportable business segments - (1) the
online distance learning industry and (2) the development and sales of wireless
solutions and web services. The online distant learning segment provides
internet education to students. The latter segment includes development of
business-to-business and business-to-consumer wireless applications, and state
of the art web technology and design services. The Company's reportable segments
are strategic business units that offer different products, which complement
each other. They are managed separately based on the fundamental differences in
their operations. During the three months ended September 30, 2001, the Company
did not have any reportable segments.

Information with respect to these reportable business segments for the three
months September 30, 2002 is as follows.


                               For the Three Months Ended September 30, 2002
                               ---------------------------------------------
                              Online Distance    Wireless       Consolidated
                                 Learning        Solutions         Total
                                -----------     -----------     -----------
Net Sales ..................    $   280,619     $   175,907     $   456,526

Costs and Operating Expenses       (317,821)       (394,534)       (712,355)

Depreciation ...............         (7,517)           (796)         (8,313)

Amortization ...............              -          (7,656)         (7,656)

Interest Income ............          6,768           1,946           8,714

Income Tax Benefit .........         16,277          99,987         116,264
                                -----------     -----------     -----------
Net Income (Loss) ..........    $   (21,674)    $  (125,146)    $  (146,820)
                                ===========     ===========     ===========

Total Assets ...............    $ 3,686,173     $   665,488     $ 4,351,661
                                -----------     -----------     ===========


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

GENERAL

         The following analysis of the results of operations and financial
condition of the Company should be read in conjunction with the consolidated
financial statements for the year ended June 30, 2002 and notes thereto
contained in the Report on Form 10-KSB of Virtual Academics.com, Inc. as filed
with the SEC. These financial statements reflect the consolidated operations of
Virtual Academics.com, Inc. for the three months ended September 30, 2002 and
2001, respectively.

                                       -8-
<PAGE>

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

         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 business 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 80 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.

         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 works directly with Human Resource departments to ensure the training is
scalable and applicable to their employees' needs. Our technology provides
seamless information to all employees, regardless if they are in the home,
office or out in the field.

         We have released other wireless application products that are currently
being used in the Security, and Real Estate industries and are currently
developing application products for the Insurance and Sports Information
industries. The software applications are compatible with all existing wireless
devices. We expect to release several academic and training solutions in fiscal
2003. Future applications include solutions for the medical and hospitality
industries.

         We have received full licensure from the Alabama Department of
Education for Barrington University, which is owned by Virtual Academics.com,
Inc.

         We have received full licensure from the Florida Department of
Education for The Academy of Health Science and Nutrition, which is owned by
Virtual Academics.com, Inc.

         We have received full approval for Sallie Mae funding for our students
that qualify for Sallie Mae loans. Sallie Mae has been providing funds for
educational loans. Sallie Mae currently owns or manages student loans for more
than seven million borrowers and is the nation's leading provider of educational
loans.

                                       -9-
<PAGE>

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

         We operate in two reportable business segments - (1) the online
distance learning industry, and (2) the development and sales of wireless
solutions and web services. The latter segment includes development of
business-to-business and business-to-consumer wireless applications, and state
of the art web technology and design services. Our reportable segments are
strategic business units that offer different products, which complement each
other. They are managed separately based on the fundamental differences in their
operations and are discussed separately below.

SEASONALITY IN RESULTS OF OPERATIONS

         We experience seasonality in our results of operations from our online
distance learning segment 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.

CURRENT DEVELOPMENTS

         Our wholly-owned subsidiary, Cenuco, Inc., unveiled its mobile
video-monitoring solution, MommyTrack (TM), live on the FOX News Network in New
York on October 17, 2002. Steven Bettinger, our President and CEO, appeared with
Roy Stanley, President and CEO of Philadelphia-based World Wide Net, Inc. World
Wide Net has signed a distribution contract obligating it to purchase $3.1
million of our MommyTrack(TM) and corporate monitoring systems. Additionally,
our MommyTrack (TM) system was featured on a local news program in the South
Florida area. We expect initial shipments to occur in December 2002 and continue
through December 2003.

         MommyTrack(TM) allows concerned parents to quickly and discreetly
monitor and view their child's well-being in real-time, without being limited to
a stagnant location for viewing. The MommyTrack (TM) system comes complete with
all of the necessary components for parents to unobtrusively monitor and protect
their child, and readily integrates with most home computers in a user-friendly
and economical manner.

                                      -10-
<PAGE>

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

ONLINE DISTANCE LEARNING SEGMENT

Revenues

         For the three months ended September 30, 2002, we had a 65.5% decrease
in earned revenues to $280,619 from $814,177 for the three months ended
September 30, 2001. The decrease in revenues is due primarily to a decrease in
the number of students that have registered for our programs. Additionally, our
students completed their courses at a slower rate than expected. 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. 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.
During the three months ended September 30, 2002, we experienced a general
slowdown in course completion by our students, which had an adverse effect on
our revenue.

         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 the study
period, under the guidelines of SEC Staff Accounting Bulletin 101.

Expenses

Instruction and Educational Support

         Instruction and educational support expenses consist primarily of
student supplies such as textbooks as well as course development fees, credit
card fees, computer related expenses, and printing fees. For the three months
ended September 30, 2002, instructional and educational support expenses
decreased by 85.6% to $20,068 or 7.2% of net revenues as compared to $139,268 or
17% of net revenues for the three months ended September 30, 2001. The decrease
in instructional and educational support expenses and the related percentages
was mainly attributable to the fact that we are able to purchase text books from
a new supplier at reduced prices. Printing and reproduction costs decreased to
$1,441 for the three months ended September 30, 2002 as compared to $13,903 for
the three months ended September 30, 2001. This was offset by increased costs
associated with course development for the three months ended September 30, 2002
of $12,260.

                                      -11-
<PAGE>

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

RESULTS OF OPERATIONS (Continued)

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

ONLINE DISTANCE LEARNING SEGMENT (Continued)

Selling and Promotion

         Selling and promotion expense consists primarily of recruiting fees,
advertising and travel. For the three months ended September 30, 2002, selling
and promotion expenses decreased by 70% to $39,564 or 14% of net revenues as
compared to $132,898 or 16% of net revenues for the three months ended September
30, 2001. The decrease in selling and promotion expenses is attributable to the
shift in our selling and promotion efforts to our wireless solutions segment.
Additional, we decreased the frequency of our newspaper adverting for the three
months ended September 30, 2002 as compared to the three months ended September
30, 2001. For the three months ended September 30, 2002, advertising expense
amounted to $28,681 as compared to $31,988 for the three months ended September
30, 2001. Additionally, our recruiting fees decreased to $8,554 for three months
ended September 30, 2002 from $71,521 for the three months ended September 30,
2001. The decrease is attributable to our decreased use of recruiters to obtain
students. 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 2003.

Salaries

         For the three months ended September 30, 2002, salaries were $84,888 as
compared to salaries of $184,253 for the three months ended September 30, 2001.
The decrease in salaries was attributable to the allocation of administrative
and executive salaries to our wireless segment, which we have concentrated a
significant part of our resources and efforts.

General and Administrative Expenses

         General and administrative expenses, which includes professional fees,
rent, travel and entertainment, insurance, bad debt, and other expenses, were
$180,818 for the three months ended September 30, 2002 as compared to $335,970
for the three months ended September 30, 2001. This amounted to 64% of net
revenues for the three months ended September 30, 2002 as compared to 41% for
the three months ended September 30, 2001. The decrease was primarily due to the
following factors:

         The cost of professional fees decreased to $25,634 for the three months
ended September 30, 2002 as compared to $100,149 for the three months ended
September 30, 2001. During the three months ended September 30, 2001, we
incurred additional costs associated with the filing of a registration statement
with the Securities and Exchange Commission and incurred legal expenses in
connection with the settlement of a lawsuit. Additionally, we experienced a
decrease in postage and delivery and telephone expenses due to a decrease in
student activity. Due to continuing analysis of our tuition receivables, we
incurred bad debt expense of $86,578 for the three months ended September 30,
2002 as compared to $51,285 for the three months ended September 30, 2001.

                                      -12-
<PAGE>

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

RESULTS OF OPERATIONS (Continued)

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

ONLINE DISTANCE LEARNING SEGMENT (Continued)

Interest Income

         Interest income was $6,768 for the three months ended September 30,
2002 as compared to $12,499 for the three months ended September 30, 2001. We
currently invest our excess cash balances in primarily two interest-bearing
accounts with two financial institutions.

Income Taxes

         Deferred tax assets and liabilities are provided for significant income
and expense items recognized in different years for tax and financial reporting
purposes. As of September 30, 2002, we did not record a valuation allowance on
the deferred tax assets because our ability to realize these benefits is "more
likely than not". The deferred tax asset was reported in the accompanying
balance sheet at September 30, 2002 and June 30, 2002. The deferred tax asset is
sustained by the Company's ability to generate operating profits and should
projected operating profits deteriorate then the deferred tax asset would be
eliminated. We were able to utilize previous year's net operating losses to
offset our income in fiscal year 2001. Accordingly, for the three months ended
September 30, 2002 and 2001, we recorded an income tax benefit (expense) of
$116,264 and $(12,686), respectively.

WIRELESS AND WEB SOLUTIONS SEGMENT

         Our wireless and web solutions subsidiary, Cenuco, Inc., began
operations in December 2001. Accordingly, no comparable financial information is
available for the comparable period in fiscal 2001.

         For the three months ended September 30, 2002, we had revenues from web
design and hosting and wireless solutions of $175,907.

         We incurred cost of sales related to the sale of equipment of $98,010.

         We incurred research and development expenses from the development of
our new products.

         Selling and promotion expenses amounted to $74,902, which included
$4,732 in commission expense, $2,088 in advertising expense, $51,510 of trade
show expense, and other expenses.

         Salaries were $117,894 for the three months ended September 30, 2002.
This reflected a growth in the number of employees during the three months ended
September 30, 2002 as a result of the growth that we are experiencing and new
development projects. We increased our technical staff to develop our wireless
technologies.

                                      -13-
<PAGE>

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

RESULTS OF OPERATIONS (Continued)

WIRELESS AND WEB SOLUTIONS SEGMENT (Continued)

         For the three months ended September 30, 2002, we incurred $90,212 of
general and administrative expenses, which included licensing fees of $7,656,
consulting expense of $18,000, computer and internet related expenses of $3,037,
rent expense of $4,308, professional fees of $8,874 and other expenses.

         Interest income was $1,946 for the three months ended September 30,
2002. We currently invest our excess cash balances in primarily two
interest-bearing accounts with two financial institutions.

Overall Consolidated Results

         As a result of the foregoing factors, we recognized a net loss of
$(146,820) or $(.02) per share on a consolidated basis for the three months
ended September 30, 2002 as compared to net income of $21,601 or $.00 per share
for the three months ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2002, we had $1,400,187 in cash and equivalents on
hand to meet our obligations.

         During the three months ended September 30, 2002, we invested
substantial time and resources developing and evaluating products and
opportunities for our wireless solutions segment. We will continue to develop
new wireless solutions for both of our segments and may consider acquisitions,
business combinations, or start up proposals, which could be advantageous to our
product lines or business plans. No assurance can be given that any such
project, acquisition or combination will be successful.

         Net cash used in operations was $112,471 for the three months ended
September 30, 2002 as compared to net cash used in operations of $79,010 for the
three months ended September 30, 2001. We used additional cash funds for
salaries and expenses related to the development of our wireless security
products. We feel that with expected positive cash flow, we are well capitalized
to fund our operations over the ensuing 12-month period, including the expected
growth during this period.

         Net cash used in investing activities for the three months ended
September 30, 2002 was $17,193 as compared to $20,784 for the three months ended
September 30, 2001 and related to the acquisition of property and equipment.

         We currently have no material commitments for capital expenditures. Our
future growth is dependent on our ability to raise capital for expansion, and to
seek additional revenue sources. If we decide to pursue any acquisition
opportunities or other expansion opportunities, we may need to raise additional
capital, although there can be no assurance such capital- raising activities
would be successful.

                                      -14-
<PAGE>

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

CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 1 to
the audited financial statements included in our Annual Report on Form 10-KSB
for the year ended June 30, 2002 as filed with the United States Securities and
Exchange Commission. We believe that the application of these policies on a
consistent basis enables us to provide useful and reliable financial information
about our operating results and financial condition.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.

         We account for stock transactions in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees." In accordance with Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," we adopted the pro forma disclosure requirements of SFAS 123.

RECENT ACCOUNTING PRONOUNCEMENTS

         In August 2001, the FASB issued Statement No. 144 (SFAS 144)
"Accounting for the Impairment or Disposal of Long-Lived Assets." This statement
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. This statement supersedes Statement No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of." SFAS 144 is effective for fiscal years beginning after December 15, 2001.
We do not believe the adoption of SFAS No. 144 will have a material effect on
our consolidated financial position or results of operations.

         In November 2001, the FASB EITF reached a consensus to issue a FASB
Staff Announcement Topic No. D-103 (re-characterized in January 2002 as EITF
Issue No. 01-14), "Income Statement Characterization of Reimbursement Received
for `Out-of-Pocket' Expenses Incurred" which clarifies that reimbursements
received for out-of-pocket expenses incurred should be characterized as revenue
in the statement of operations. This consensus should be applied in financial
reporting periods beginning after December 15, 2001. Upon application of this
consensus, comparative financial statements for prior periods should be
reclassified to comply with the guidance in this consensus. The adoption of this
consensus did not have a material effect on our consolidated financial position
or results of operations.

         In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting
for Costs Associated with Exit or Disposal Activities." This Standard supercedes
the accounting guidance provided by Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity" (including "Certain Costs Incurred in a Restructuring").
SFAS No. 146 requires companies to recognize costs associated with exit
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. We are currently
evaluating this Standard.

                                      -15-
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

         Our management, under the supervision and with the participation of our
chief executive officer and principal financial and accounting officer,
conducted an evaluation of our "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c))
within 90 days of the filing date of this Quarterly Report on Form 10-QSB (the
"Evaluation Date"). Based on their evaluation, our chief executive officer and
principal financial and accounting officer have concluded that as of the
Evaluation Date, our disclosure controls and procedures are effective to ensure
that all material information required to be filed in this Quarterly Report on
Form 10-QSB has been made known to them in a timely fashion.

Changes in Internal Controls

         There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date set forth above.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         From time to time the company faces litigation in the ordinary course
of business. Currently we are not involved with any litigation which will have a
material adverse effect on our financial condition.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         On August 29, 2002, we granted options to purchase 240,000 shares of
common stock to certain employees of the Company. The options are exercisable at
$.42 per share, which was the fair market value of the common stock at the grant
date. Accordingly, under APB 25, no compensation expense was recognized.

         On August 29, 2002, we granted options to purchase 20,000 shares of
common stock to non-employee directors. The options expire on August 29, 2012
and are exercisable at $.42 per share, which was the fair market value of the
common stock at the grant date. Accordingly, under APB 25, no compensation
expense was recognized.

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

         None


                                      -16-
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

                  10.4     Reseller Agreement

                  99.1     Certification of CEO Pursuant to Section 906 of
                           Sarbanes-Oxley Act of 2002

                  99.2     Certification of CFO Pursuant to Section 906 of
                           Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K

                  None


                                   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: November 14, 2002                By: /s/ Steven Bettinger
                                            -------------------------------
                                            Steven Bettinger, President and
                                            Chief Executive Officer


Dated: November 14, 2002               By: /s/ Robert Bettinger
                                           --------------------------------
                                           Robert Bettinger, Chairman of the
                                           Board, Treasurer, Principal
                                           Financial and Accounting Officer

                                      -17-
<PAGE>
                                  CERTIFICATION

I, Steven Bettinger, the Chief Executive Officer of Virtual Academics.com, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Virtual
Academics.com, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002                /s/ Steven Bettinger
                                       -----------------------------------------
                                       Steven Bettinger, Chief Executive Officer

                                      -18-
<PAGE>
                                  CERTIFICATION

I, Robert Bettinger, Principal Financial and Accounting Officer of Virtual
Academics.com, Inc. certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Virtual
Academics.com, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002               /s/ Robert Bettinger
                                      -----------------------------------------
                                      Robert Bettinger
                                      Principal Financial and Accounting Officer

                                      -19-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit_10-4.txt
<TEXT>
                        EXHIBIT 10.4 - Reseller Agreement

Wireless Security Video Monitoring(TM)-MommyTrack(TM)-Security Communicator(TM)
         Patent Pending with the United States Patent & Trademark Office
                              Serial No: 60/403,164

THIS AGREEMENT is effective this first day of October, 2002, between CENUCO,
INC., a Florida corporation, with offices located at 6421 Congress Ave., Suite
201, Boca Raton, Florida 33487 (hereinafter referred to as "Cenuco"), and
Worldwide Net, Inc., 195 Oxford Valley Road, 2nd floor, Langhorne, PA 19047
(hereinafter referred to as "Reseller").

1.  SCOPE OF APPOINTMENT.

    (A) Cenuco appoints the Reseller, on an exclusive basis, to sell, install
        and promote the sale of Cenuco advanced digital video encoding security
        servers, Controllers, transmission and recording systems, Communicators,
        handheld viewing and cellular devices, and accessories as set forth on
        the current Cenuco published price pages (hereinafter referred to as
        "Products") to commercial, residential and government end-users within
        the City of Philadelphia and surrounding suburbs.

    (B) Reseller recognizes that all Cenuco business products will only be sold
        directly to resellers. Leads derived from these sales calls will be made
        available to closest Reseller. Consumer Products may be sold to any
        customer, including direct sales to dealers or sales to Resellers for
        resale.

    (C) Cenuco appoints the Reseller, on a nonexclusive basis, to sell, install
        and promote the sale of Cenuco advanced digital video encoding security
        servers, Controllers, transmission and recording systems, Communicators,
        handheld viewing and cellular devices, and accessories as set forth on
        the current Cenuco published price pages (hereinafter referred to as
        "Products") to commercial, residential and government end-users within
        the Cities of Chicago, Pittsburgh, Boston and their surrounding suburbs.

2.  ACCEPTANCE.

    This agreement is not binding on Cenuco until it has been accepted in
    writing by the signature of an authorized Cenuco representative. This is the
    sole and exclusive manner of acceptance. Any other promise or act, including
    a promise to ship or the prompt shipment of Product, shall not constitute
    acceptance by Cenuco of this Agreement.

3.  CENUCO'S OBLIGATIONS TO RESELLER.

    Cenuco agrees to:

    (A) Use its best Efforts to promptly fill Reseller's proper orders for
        Products.

    (B) Make available the services of a Cenuco sales representative to provide
        Product information, merchandising and general sales support as well as
        a Cenuco Security educational, training and informational website.

    (C) Provide Reseller with Product information, literature and sales
        materials (in quantities agreed to by Cenuco and Reseller) designed to
        aid Reseller in the introduction and sale of Products.

    (D) Provide Reseller with Tier-3 Support.

<PAGE>

4.  RESELLER'S OBLIGATIONS TO CENUCO.

    Reseller agrees to:

    (A) Vigorously and enthusiastically promote the sale of the full line or
        Products, which include the MommyTrack(TM) and Security Communicator(TM)
        and will maintain a well-trained and well-managed sales force capable of
        and committed to maximizing the demand for Products through every proper
        means.

    (B) Not misrepresent either directly or by omission the capabilities,
        qualities, or characteristics of the Products.

    (C) Every thirty- (30) days, Cenuco and Reseller agree to review Reseller's
        performance, sales projections, and obligations under this Agreement.

    (D) Maintain inventory as prescribed in Schedule A.

    (E) Supply promptly all financial information required by Cenuco's Credit
        Department to assess Reseller's credit worthiness. Reseller will make
        prompt payment of all Cenuco invoices in accordance with current payment
        terms. Reseller agrees not to make any deductions of any kind from
        Cenuco invoices unless Reseller has received an official credit
        memorandum from Cenuco authorizing such deduction.

    (F) Hold in confidence and not disclose to others Cenuco's marketing plans,
        promotional programs and other Cenuco confidential information.

    (G) Use the name(s) "Cenuco," "MommyTrack", "Security Business
        Communicator", "Security Communicator", or trademarks and Patents owned
        by Cenuco, in strict accordance with the guidelines furnished from time
        to time by Cenuco.

    (H) Reseller agrees to purchase products consisting of Security
        Communicators(TM) and MommyTracks(TM) as per Schedule A that is attached
        to this agreement.

5.  TERRITORY.

    (A) Cenuco agrees to make Products available to Reseller for resale to
        dealers, as well as residential, commercial and governmental end-users
        located in the United States. Reseller agrees not to sell, ship or
        distribute in any manner, Cenuco Products to any customer located
        outside of the United States.

    (B) Reseller agrees that any resale, shipment or distribution by Reseller or
        its agents or employees to any customer located outside of the United
        States may result in Termination of this Agreement as provided herein.

6.  SPECIAL PRICING PROGRAMS.

    Cenuco has made available to Reseller special Tier pricing programs, which
    provide additional discounts from those prices in Cenuco's Reseller price
    pages.

    (A) The terms and conditions of Cenuco's special pricing programs will be
        supplied and/or amended from time to time at Cenuco's sole discretion.
        SALES, SHIPMENT OR DISTRIBUTION OF CENUCO PRODUCTS BY RESELLER OR ITS
        CUSTOMER OR AGENT IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS
        AGREEMENT AND CENUCO'S SPECIAL PRICING PROGRAMS WILL NOT QUALIFY FOR
        SPECIAL PRICES UNDER ANY SPECIAL PRICING PROGRAM.

<PAGE>

    (B) Reseller agrees to maintain accurate records for all products shipped
        under any Cenuco's pricing programs. In the event Reseller does not
        maintain accurate records, this may disqualify Reseller from
        participation under any present or future pricing and promotional
        programs.

7.  PRICES AND TERMS AND CONDITIONS OF SALE.

    (A) The price of Products and other terms and conditions of sale including
        payment terms, minimum order requirements are as stated in Cenuco's
        published price pages. Reseller acknowledges that it has received a copy
        of those price pages current as of the effective date of this Agreement
        and that all shipments of Product is F.O.B. Boca Raton, Florida, USA.

    (B) Prices may be increased and other terms and conditions of sale may be
        changed by Cenuco at any time with thirty (30) days prior written notice
        to Reseller, but the change will not affect any order properly placed
        with Cenuco and ready for immediate shipment before the effective date
        of the change. Prices may be decreased without prior notice to Reseller
        and Reseller will be invoiced at the new lower price on all orders
        scheduled for shipment after the effective date of the price decrease.
        If the regular (non-promotion) price of any Product decreases, Cenuco
        will credit the price difference for those Products shipped to Reseller
        within thirty (30) days of the effective date of the price decrease upon
        request within fifteen (15) days of the announced price decrease. The
        foregoing does not apply to periodic promotions that may be offered by
        Cenuco in which prices of Products may be directly or indirectly reduced
        for fixed periods of time.

    (C) Prices listed on Cenuco's price pages do not include sales, use, excise,
        or similar taxes. The amount of any present, retroactive or future
        sales, use excise or similar tax applicable to Reseller's purchase of
        Products shall be added to the Cenuco invoice and paid by Reseller
        unless Reseller provides Cenuco with tax exemption certificates
        acceptable to the appropriate taxing authorities.

    (D) Products may be ordered pursuant to purchase orders submitted to Cenuco
        by Reseller. Acceptance of any purchase orders placed by Reseller,
        either by written acknowledgement or by shipment of Products, shall NOT
        constitute acceptance by Cenuco of any of the terms and conditions of
        such purchase orders except as to identification and quantity of the
        Products involved. The provisions of this Agreement shall govern all
        purchase orders.

    (E) If any Product is in short supply, Cenuco may allocate the available
        supply of Product among its customers in the manner that Cenuco
        considers most equitable.

    (F) Cenuco may change or limit the amount or duration of credit to be
        allowed Reseller. Cenuco may cancel any purchase orders accepted by
        Cenuco or to delay the shipment thereof, if Reseller fails to meet
        payment schedules or other credit or financial requirements established
        by Cenuco.

<PAGE>

    (G) For the purpose of securing payment to Cenuco of the purchase price of
        the Products, Reseller hereby grants to Cenuco a purchase money security
        interest under the Uniform Commercial Code in any and all Products
        purchased by Reseller under this Agreement and the proceeds thereof,
        including all insurance proceeds. Reseller shall execute, and Cenuco is
        hereby authorized as attorney-in-fact to execute and delivery on behalf
        of Reseller, any and all financing statements and other instruments
        which Cenuco may deem necessary or desirable to protect or perfect any
        such security interest.

    (H) Cenuco may discontinue the production or sale of any Product at any time
        during the term of this Agreement.

    (I) Reseller shall be free to unilaterally establish its own resale prices
        and terms with respect to the resale of Products. Cenuco and its
        employees have no authority to instruct the Reseller as to what its
        resale prices must be, not to interfere with the Reseller's independent
        establishment of resale prices. However, on all price increases by
        Reseller, Cenuco requests that it be notified.

8.  WARRANTIES AND LIMITATIONS OF REMEDIES AND DISCLAIMERS.

    (A) Cenuco warrants that its Products are free of defects in material and
        manufacture at the time of shipment. Individual Products may have
        additional or different warranties as stated on Product packaging,
        packaging inserts, prices pages, or literature. If any Product is found
        to be defective in material and manufacture during the applicable
        warranty period, Cenuco's entire liability and Reseller's exclusive
        remedy, shall be at Cenuco's option either (a) repair, or (b)
        replacement of the Product.

    (B) THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR
        IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
        MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR
        PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR OF
        PERFORMANCE, CUSTOM OR USAGE OF TRADE EXCEPT OF TITLE AND AGAINST PATENT
        INFRINGEMENT.

    (C) If Reseller offers express or implied warranties and limited remedies
        which differ from those set forth above, Reseller agrees to assume full
        responsibility for all liability, loss, cost, and expense arising out
        of, or in connection with the different warranties and limited remedies
        offered by Reseller.

    (D) Cenuco shall have no obligations under this warranty with respect to
        Products that have been modified or damaged through misuse, abuse,
        accident, neglect, or mishandling by Reseller, reseller, or end user.

    (E) Exclusion of Consequential and Incidental Damages. CENUCO SHALL NOT
        UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL
        OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
        PROFITS, REVENUE OR BUSINESS) IN ANY WAY RELATED TO THE PRODUCTS, ANY OF
        RESELLER'S PURCHASE ORDERS, THIS AGREEMENT, OR THE TERMINATION OF
        NON-RENEWAL AGREEMENT. This exclusion applies regardless of whether such
        damages are sought based on breach of warranty, breach of contract,
        negligence, strict liability in tort, or any other legal theory.

<PAGE>

9.  TERM AND TERMINATION.

    (A) This agreement has an initial Term of two years beginning on the date
        Cenuco signs this Agreement. After the initial Term, the Agreement will
        be automatically renewed for two-year periods, provided Reseller has met
        all obligations under this Agreement. Either Party may elect not to
        renew this Agreement for any reason by sending the other Party written
        notice of its intention not to renew at least thirty (30) days prior to
        the expiration of the then current annual term.

    (B) The provisions of this Agreement govern any order placed by Reseller and
        accepted by Cenuco after the expiration or termination of this
        Agreement, but this place or acceptance of post-expiration orders does
        NOT otherwise extend the term of this Agreement.

    (C) In the event that either Party to this Agreement fails to perform or
        comply with (as required) any of the provisions contained herein, this
        Agreement may be terminated by either Party upon thirty (30) days
        written notice. The Party receiving such notice shall have thirty (30)
        days, or in the case of late invoice payments, ten (10) days from the
        date of receipt thereof, to cure the failure, at which time this
        Agreement shall terminate if such failure has not been or cannot be
        cured.

    (D) The termination or non-renewal of this Agreement shall not release
        Reseller from the obligation to pay any sum that may be owing to Cenuco
        (whether then or thereafter due Cenuco) or operate to discharge any
        liability that had been incurred by Reseller to any such termination or
        non-renewal.

10. OBLIGATIONS UPON TERMINATION OR NON-RENEWAL.

    Upon or in connection with any termination or non-renewal of this Agreement,
    the following provisions shall apply:

    (A) Reseller shall immediately cease to represent itself as an authorized
        Reseller of Cenuco with respect to the Products and cease using any
        trade name or trademark of Cenuco. Reseller shall take all appropriate
        steps to remove and cancel its listings in telephone books, and other
        directories or elsewhere containing any of Cenuco's product trade names
        or trademarks.

    (B) During the period between the giving of the notice of termination or
        non-renewal in paragraph 8 (A) or (C) and the effective date of the
        termination as set forth in such notice, all Products shall be delivered
        to Reseller upon a cash with order basis (COD).

    (C) Cenuco has the option for thirty (30) days after the effective date of
        termination or non-renewal to repurchase from the Reseller all or any
        part of the Reseller's inventory of Products at Cenuco's current
        published prices. Reseller may sell, in accordance with the provisions
        of this Agreement, those Products in its inventory on the date of such
        termination or non-renewal for which Cenuco has not exercised its option
        to repurchase.

<PAGE>

11. EXCUSED PERFORMANCE.

    Cenuco shall not be liable for nor be deemed to be in default on account of
    any failure to perform or deliver Products if due to any cause or condition
    beyond Cenuco's reasonable control.

12. RELATIONSHIP OF THE PARTIES.

    The relationship established between Cenuco and Reseller by this Agreement
    is that of a vendor to its vendee. Reseller is not an agent of Cenuco an has
    no authority to bind Cenuco, transact any business in Cenuco's name or on
    its behalf in any manner, or make any promises or representations on behalf
    of Cenuco. Reseller agrees to represent itself only as an independent
    business that is an "authorized Cenuco Reseller." The employees and agents
    of Reseller are NOT for any purpose the employee or agents of Cenuco.

13. NO ASSIGNMENT.

    Reseller shall not assign its rights or delegate its duties under this
    Agreement without Cenuco's prior written approval.

14. NO WAIVER.

    Any failure or delay by either Party in exercising any right or remedy in
    one or may instances will not prohibit a Party from exercising it at a later
    time or from exercising any other right or remedy.

15. GOVERNING LAW.

    The laws of the state of Florida shall govern this Agreement.

16. ARBITRATION.

    All claims, demands, disputes, controversies and differences between the
    parties arising out of or relating to this Agreement and which are not able
    to be resolved after good faith discussions between the appropriate vice
    presidents of both Cenuco and Reseller shall be settled by binding
    arbitration in accordance with the rules of the American Arbitration
    Association, and judgment upon award may be entered into any court having
    competent jurisdiction.

17. JUDICIAL REMEDY.

    Notwithstanding the arbitration provision descried in this Section 15,
    Cenuco will at all times retain the right to seek injunctive relief, or any
    other equitable or judicial remedy, in any court, Federal or otherwise, and
    in the County of Palm Beach, Florida, for any breach of this Agreement by
    Reseller.

18. ENTIRE AGREEMENT.

    This Agreement and the Exhibits referred to in this Agreement, which
    Exhibits are incorporated herein and made a part of hereof by this
    reference, supersedes any and all prior agreements, if any, whether written
    or oral, between the Parties with respect to the subject matter contained
    herein. Each Party agrees that it has not relied on any representation,
    warranty, or provision not explicitly stated in this Agreement and that no
    oral statement has been made to either Party that in any way tends to waive
    any of the terms or conditions of this Agreement. This Agreement constitutes
    the final written expression of all terms of the Agreement, and it is a
    complete and exclusive statement of those terms. No part of this Agreement
    may be waived, modified, or supplemented in any manner whatsoever (including
    the course of dealing or of performance or usage of trade) except by a
    written instrument signed by duly authorized of the Parties.

<PAGE>

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day and
year first above written.


Worldwide Net, Inc.                               Cenuco, Inc.
-------------------
(Reseller Name)


By: /s/ Roy Stanley                               By: /S/Steven Bettinger
    ---------------                                   -------------------
                                                      Steven M. Bettinger
                                                      Chief Executive Officer
Roy Stanley
-----------
NAME (Please Print)

Chief Executive Officer
-----------------------
TITLE (Please Print)


<PAGE>
                                  Schedule (A):

Roy Stanley, Chairman & CEO
Worldwide Net, Inc.
195 Oxford Valley Road 2nd floor
Langhorne, Pa 19047

     Below chart depicts November 2002 thru October 2003 guaranteed receipt
                             of product and payment

       Payment terms are based on Worldwide Net, Inc. credit and history.

        The first 3 months will require a 50% C.O.D of purchased product

                     Mommy Track       Cenvid 3.1 Existing         Total

Nov                       95                      5               $155,750
Dec                       95                      5               $155,750
Jan                       95                      5               $155,750
Feb                      195                      5               $300,250
March                    195                      5               $300,250
April                    195                      5               $300,250
May                      195                      5               $300,250
June                     195                      5               $300,250
July                     195                      5               $300,250
Aug                      195                      5               $300,250
Sept                     195                      5               $300,250
Oct                      195                      5               $300,250
________________________________________________________________
Total                                                           $3,169,500.00


     Below chart depicts November 2003 thru October 2004 guaranteed receipt
                             of product and payment

        Payment terms are based on Worldwide Net, Inc. credit and history

                     Mommy Track       Cenvid 3.1 Existing         Total

Nov                      195                      5               $300,250
Dec                      195                      5               $300,250
Jan                      195                      5               $300,250
Feb                      195                      5               $300,250
March                    195                      5               $300,250
April                    195                      5               $300,250
May                      195                      5               $300,250
June                     195                      5               $300,250
July                     195                      5               $300,250
Aug                      195                      5               $300,250
Sept                     195                      5               $300,250
Oct                      195                      5               $300,250
________________________________________________________________
Total                                                           $3,603,000.00

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exhibit_99-1.txt
<TEXT>
                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Virtual Academics.com, Inc.
(the "Company") on Form 10-QSB for the quarter ended September 30, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Steven Bettinger,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


         Dated:  November 14, 2002



                                        /s/ Steven Bettinger
                                            -----------------------
                                            Steven Bettinger
                                            Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exhibit_99-2.txt
<TEXT>
                                                                    EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Virtual Aacdemics.com, Inc.
(the "Company") on Form 10-QSB for the quarter ended September 30, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Robert Bettinger,
Principal Financial and Accounting Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


         Dated:  November 14, 2002



                                        /s/ Robert Bettinger
                                            --------------------------
                                            Robert Bettinger
                                            Principal Financial and
                                            Accounting Officer

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