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

                          FORM 10-QSB

(Mark One)

    X     Quarterly Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 (No Fee Required)

     For the quarterly period ended September 30, 2000


     Transition Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 (No Fee Required)

     For the transition period from      to


     Commission file number 0-31009


                       VIRTUALMONEY, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)

        Minnesota                              41-1961048
(State or Other Jurisdiction of         (IRS Employer ID Number)
Incorporation or Organization)


       2325 Sheridan Hills Road, Wayzata, Minnesota 55391
            (Address of Principal Executive Offices)



                          952-249-6204
        (Issuer's Telephone Number Including Area Code)


   15300 - 37th Avenue North, Plymouth, Minnesota 55446-3283
                        (Former Address)
(Former Name, Former Address and Former Fiscal Year, If Changed
Since Last Report)



Check whether the issuer: (1) filed all reports required to be
filed by section 13 or 15(d) of the Securities Exchange Act
during the past 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

     Number of shares outstanding as of November 30, 2000: 4,026,384

<PAGE>

                             INDEX

                       VIRTUALMONEY, INC.


PART I, FINANCIAL INFORMATION

                                                       Page

Item 1.  Financial Statements (Unaudited).

         Balance sheets as of September 30, 2000 and April
         30, 2000                                                   3

         Statements of operations for the three months and nine
         months ended September 30, 2000                            4

         Statements of Stockholders' Equity                         5

         Statements of cash flow for the nine months ended
         September 30, 2000                                         6

         Notes to financial statements at September 30, 2000        7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                         10


PART II.   OTHER INFORMATION

Item 1. Legal Proceedings                                           11

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

SIGNATURES

                                1
<PAGE>

Item 1.  Financial Statements (Unaudited)

                       VIRTUALMONEY, INC.
                 (A Development Stage Company)

                         BALANCE SHEETS
                          (Unaudited)

                                             September 30,   April 30,
                                                 2000          2000
              ASSETS

Current assets:
 Cash                                        $  89,686    $   17,394
 Notes receivable - related party                6,986         1,018
Employee advances                                  388             -
 Prepaid expenses:
   Legal retainer                               12,000         4,000
   Directors fees                               10,208        17,500
   Other                                           200             -

        Total current assets                   119,468        39,912

Furniture and equipment                         53,392           430
Less accumulated depreciation                    1,239            22

        Net fixed assets                        52,153           408
Other assets:
 Investment - Advance on RMSI stock             28,500         7,000
 License agreement, net                        565,000       590,000

        Total other assets                     593,500       597,000


        Total assets                        $  765,121   $   637,320


 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                           $   19,148    $        -
 Accrued salaries and related                   37,972             -

        Total current liabilities               57,120       590,000

Stockholders' equity:
 Common stock, no par value; authorized
   8,000,000 shares                            884,044       690,477
 Deficit accumulated during the
   development stage                          (176,043)      (53,157)

        Total stockholders' equity             708,001       637,320


Total liabilities and stockholders' equity   $ 765,121    $  637,320

See notes to financial statements

                                2
<PAGE>



                       VIRTUALMONEY, INC.
                 (A Development Stage Company)

                    STATEMENTS OF OPERATIONS
                          (Unaudited)


                                              Three Months   Date of Inception
                                                 Ended      (January 10, 2000)
                                                Sept. 30,        Through
                                                  2000       Sept. 30, 2000

Revenues                                      $         - $          -

Expense:
  Amortization                                     15,000       35,000
  Depreciation                                      1,194        1,239
  Directors fees                                    4,375        7,292
  Office and administrative                         3,940        8,028
  Payroll and related                              24,490       39,490
  Professional and consulting fees                 20,963       67,989
  Rent                                              3,982        9,197
  Telephone                                         1,273        1,371
  Travel and entertainment                            221        1,279
  Web design                                        4,290        5,918

        Total expense                              79,728      176,803

Net loss before other income                      (79,728)    (176,803)
Other income:
 Interest income                                      600          760

Net loss                                      $   (79,128) $  (176,043)

Basic earnings (loss) per share               $      (.02) $      (.05)

Weighted average number of shares outstanding   3,843,602    3,632,669

See notes to financial statements

                                3
<PAGE>


                                    VIRTUALMONEY, INC.
                              (A Development Stage Company)

                            STATEMENTS OF STOCKHOLDERS? EQUITY
                                       (Unaudited)

                                                          Deficit
                                        Common Stock       During
                                   Number of             Development
                                    Shares      Amount     Stage        Total
Issuance of founders stock,
January 14, 2000                   2,403,000  $       -  $      -      $      -

Issuance of stock at $1 per share
in January and February 2000,
net of issuance costs of $4,273       42,500     38,227         -        38,227

Issuance of stock for services and
future services, at $.50 per share
January through April 2000           104,500    52,250          -        52,250

Issuance of stock for license
agreement at $.50 per share        1,200,000   600,000          -       600,000

Issuance of stock at $1 per share
in June through September 2000
net of issuance costs of $22,066     211,500   189,434          -       189,434

Issuance of stock for services at
 $1.00 per share in July 2000          4,133     4,133          -         4,133

Loss January 10, 2000 to
 September 30, 2000                        -         -   (176,043)     (176,043)


                                   3,965,633 $ 884,044 $ (176,043)   $  708,001
See notes to financial statements

                                        4
<PAGE>


                            VIRTUALMONEY, INC.
                      (A Development Stage Company)

                         STATEMENTS OF CASH FLOWS
                       Increase (Decrease) in Cash
                               (Unaudited)

                                                             Date of Inception
                                                    Three    (January 10, 2000)
                                               Months Ended         Through
                                             Sept. 30, 2000    Sept. 30, 2000

Cash flows from operating activities:
 Net loss                                       $   (79,128)     $  (176,043)
   Adjustments to reconcile net loss to cash
    flows from operating activities:
       Depreciation                                   1,194            1,239
       Amortization                                  15,000           35,000
       Stock issued for services                          -           46,175
       Notes receivable - related party and
        employee advances                            (2,980)          (7,374)
       Prepaid expenses                              (3,825)         (12,200)
       Accounts payable                               6,413           19,148
       Accrued expenses                              22,971           37,972
        Net cash flows from operating activities    (40,355)         (56,083)

Cash flows from investing activities:
 Purchases of furniture and equipment               (51,690)         (53,392)
 Purchase of investment - advance on RMSI stock     (15,000)         (28,500)
Net cash flows from investing activities            (66,690)         (81,892)

Cash flows from financing activities:
 Proceeds from common stock                          99,350          227,661

Increase in cash                                     (7,695)          89,686

Cash - beginning of period                           97,381                -

Cash - end of period                           $     89,686      $    89,686

See notes to financial statements

                                5
<PAGE>

A.      BASIS OF PRESENTATION

 The   accompanying  unaudited  financial  statements  have  been
 prepared   in  accordance  with  generally  accepted  accounting
 principles  for  interim  financial  information  and  with  the
 instructions  to  Form 10-QSB and Article 10 of Regulation  S-X.
 Accordingly,  they  do not include all of  the  information  and
 footnotes  required by generally accepted accounting  principles
 for   complete   financial  statements.   In  the   opinion   of
 management,  all  adjustments (consisting  of  normal  recurring
 accruals)  considered  necessary for a  fair  presentation  have
 been  included.   Operating results for  the  nine-month  period
 ended  September 30, 2000 are not necessarily indicative of  the
 results  that  may be expected for the year ended  December  31,
 2000.    For   further  information,  refer  to  the   financial
 statements  and  footnotes  thereto included  in  the  Company's
 summary report for the period ended April 30, 2000.


1. Company

   Virtualmoney, Inc. (d/b/a Virtualmoney.com) was  formed  under
   the  laws of the State of Minnesota on January 10, 2000.   The
   Company  has  obtained an exclusive license to  use  the  Real
   Monetization  process for the purpose of  issuing  an  asset-
   backed real monetary equivalent (the Millennium Dollar)  that
   is  defined  in  terms of the United States Dollar  ($1.00  or
   USD).   Specifically, the Millennium Dollar will  be  defined
   as  equaling the purchasing power of the USD on the base  line
   date  of  January 1, 2000, using the Consumer Price Index  for
   All  Urban  Consumers  (CPI-U) Reference  Number  for  October
   1999.   As  such,  the Millennium Dollar will fluctuate  with
   inflation  and  deflation  over  time,  as  measured  by   the
   percentage change in the CPI-U.  The Company will stand  ready
   to  repurchase  the Millennium Dollars at a price  sufficient
   to  cover  the  expense incurred in providing this  liquidity.
   In  addition, the Company will initiate and maintain  monetary
   transfer  services  over  the  Internet,  composed  of  e-mail
   transmissions, such that users of the Millennium Dollar  will
   be  able  to use it as a virtual currency.  The e-mail  itself
   will  be  a  notification  that the  Company  is  holding  the
   private  currency  for the recipient as stored  value  on  its
   database.   In  this  manner,  the  private  currency  is  not
   actually  transmitted over the Internet, but rather  is  moved
   from   one  account  to  another  on  the  Company's   secured
   database.


2. Development Stage Company

   From  inception to September 30, 2000, the Company  is  deemed
   to  be  in  the  development stage.  To date the  Company  has
   devoted  the  majority  of its efforts  to:  raising  capital;
   entering  into  the Millennium Dollar license agreement;  and
   researching  and articulating the plan of operations  for  the
   purpose  of  introducing the Millennium Dollar and thereafter
   for  providing monetary transfer and conversion  services  via
   the  Internet.   Planned  principal operations  have  not  yet
   commenced  and  the  first revenues are not anticipated  until
   the first quarter of 2001.


                                6
<PAGE>




2. Development Stage Company (Continued)

   The  Company is presently attempting to: create the  Company's
   Web  Site; formalize an income-sharing program involving viral
   network  marketing  for early participants;  prepare  for  the
   issuance of Millennium Dollar monetary units in the  form  of
   "promises-to-pay"  via secure e-mails over the  Internet;  and
   preparing  the  databases required for (a) the  ownership  and
   transfer  of  the Millennium Dollars, (b) the  investment  of
   the  USD,  received in the distribution and utilized  for  the
   conversion  of  the Millennium Dollars, and (c)the  ownership
   and  transfer of the Companys common stock, as  well  as  the
   ongoing  efforts to fund the Company and engage key personnel.
   Ultimately,  the Company feels that it will be  able  to  gain
   acceptance  for  the  Millennium  Dollar,  and  its  monetary
   transfer  services,  whereby the Company expects  to  generate
   revenues  from (a) the investment income earned upon  the  USD
   assets,  primarily  U.S.  Treasuries, backing  the  Millennium
   Dollar,  as well as (b) from the currency spread charged  for
   the  conversion of the Millennium Dollar promises-to-pay back
   into  USD.  It is expected that these combined operations will
   generate net revenues (after the inflationary adjustment,  but
   before  operating expenses and income-sharing) of  about  four
   percent   (4.0%)  per  annum  on  the  outstanding  Millennium
   Dollars  in  circulation.  As such, it is expected  that  the
   Company  can achieve profitable operations and thereby realize
   assets  and  settle  obligations  in  the  normal  course   of
   operations.   No  estimate can be made of the  range  of  loss
   that   is   reasonably   possible  should   the   Company   be
   unsuccessful.


3. Related Party Transactions

   Millennium Dollar License Agreements

   On  February  24,  2000, the Company entered  into  a  license
   agreement  with  Real Monetary Systems, Inc.  (RMSI)  for  the
   exclusive  rights to sponsor the issuance of  an  asset-backed
   real  monetary  equivalent (the Millennium  Dollar)  that  is
   defined in the terms of the United States Dollar ($1.00).   As
   consideration for this license the Company agreed to:

  * Issue  RMSI 1,200,000 shares of unregistered common stock  in
     the Company with a fair value at issuance of $600,000, and

  * to  pay  RMSI  a  royalty of 7-1/2 basis points  (.075%)  per
     annum   on  the  outstanding  Millennium  Dollar  principal
     balance;  which  may  be  calculated  in  either  Millennium
     Dollars,  or  the  corresponding accrued nominal  value  in
     United States Dollars.


                                7
<PAGE>


3.   Related Party Transactions (Continued)

 Millennium Dollar License Agreements (Continued)

 RMSI  has  applied for patent protection and will use  its  best
 efforts   to  complete  the  pending  patent  application.    No
 warranty  has  been made regarding the validity of  any  pending
 patent  rights  or claims.  The acquired licensed trade  secrets
 are  for  the  use of certain processes, which will be  utilized
 for  the  introduction and maintenance of an  asset-backed  real
 monetary   equivalent   defined  in   United   States   Dollars.
 Initially,  these  processes may be carried  out  by  the  first
 generation  of  Real Monetary Software, which  is  composed  of
 certain  spread  sheet  files;  all  of  which  the  Company  is
 authorized to use and amend as needed.

 Nonetheless,  the  future  development  of  the  Real   Monetary
 Software   will  be  exclusively  licensed  to  Real   Monetary
 Software,  Inc.  (RMSOFT), subject to  a  contractual  agreement
 that  the  use  of  the  Real  Monetary  Software  must  be  in
 conjunction  with  an  exclusive license  issued  by  RMSI  with
 respect  to  a  given  type of real financial  instrument.   The
 terms  and  conditions of the Company's use of  the  stand-alone
 version  of  the Real Monetary Software are still being  worked
 out  with RMSOFT, as are the terms and conditions of the license
 by  and  between RMSI and RMSOFT.  Nonetheless, the granting  of
 the  exclusive  license  by RMSI to develop  the  Real  Monetary
 Software,  will  be  contingent upon  RMSOFT's  granting  of  a
 license  for the software to the Company.  One purpose  of  this
 licensing structure is to standardize the software, as  well  as
 to  minimize  the development and maintenance costs,  which  may
 then be shared by various licensed users over time.

 Furthermore,  the  software itself is not material,  until  such
 time  as a sufficient volume of real financial instruments  have
 been issued and outstanding; since the critical function of  the
 software  is  to assist in the creation of a liquid  market  for
 the  accruing  interest  that  is  inherent  in  real  financial
 instruments.   The Company's license is limited to  the  use  of
 the  technology  for the issuance of the Millennium  Dollar  as
 previously  defined.   Nonetheless, it is  expected  to  have  a
 close  working  relationship with other  companies  licensed  by
 RMSI  to  create: (a) the stand-alone software, (b)  the  liquid
 market for the Treasury Inflation Protection Securities and  (c)
 for  the liquid market for Real Mortgage-Backed Securities.  The
 Company  will  begin to generate a market for the  products  and
 services  of these other companies, as it begins to  succeed  in
 the  distribution and maintenance of the Millennium  Dollar  in
 the  marketplace.   Any improvements, made by the  Company  with
 respect  to  the  licensed  trade secrets  and  software,  shall
 remain   the  sole  property  of  RMSI.   Hence,  any  and   all
 improvements,  created  by individual  licensees,  may  then  be
 distributed  to  all licensees at the sole discretion  of  RMSI.
 Once  again,  the goal being to standardize the  development  of
 the  software, thereby creating a coherent real monetary  system
 for the benefit of all Millennium Dollar users.

 Prepaid Directors Fees

 The  Company issued 35,000 shares of its common stock valued  at
 $17,500  to  directors  as  an advance toward  future  directors
 fees.   These shares are subject to prorata recall in the  event
 that  the director's services to the Company are terminated  for
 any reason.


                                8
<PAGE>

3.   Related Party Transactions (Continued)

 Notes Receivable Related Party

 The  Company  has  advanced amounts to  Real  Monetary  Systems,
 Inc.,  the licensor of the Millennium Dollar, under two demand,
 open  ended,  promissory notes.  These notes are  unsecured  and
 bear interest at 8% per annum.

 Investment - Related Party

 The  Company's founder and president has granted the Company  an
 option  to acquire up to 45,000 shares of Real Monetary Systems,
 Inc.  (RMSI) common stock from him at $2 per share.  This option
 expires  February  16, 2001.  Through September  30,  2000,  the
 Company  has  advanced $28,5000 to this individual  towards  the
 purchase  of 14,250 shares of RMSI common stock at a  historical
 cost  of $28,500.  RMSI is a privately held company with limited
 operations.   Although  the market value of  the  investment  in
 RMSI  is  not  readily determinable, management believes  it  is
 equal to its carrying value.

 Subsequent  to September 30, 2000, the Company has continued  to
 advance  monies to this individual towards the purchase of  RMSI
 stock.   The Company anticipates transfer of the RMSI  stock  to
 the Company in the fourth quarter 2000.

Item  2.   Management?s  Discussion  and  analysis  of  financial
Condition and Results of Operations

Forward-Looking Statement Notice

When  used  in  this  report, the words "may," "will,"  "expect,"
"anticipate,"  "continue," "estimate," "project,"  "intend,"  and
similar  expressions  are  intended to  identify  forward-looking
statements  within the meaning of Section 27A of  the  Securities
Act  of  1933 and Section 21E of the Securities Exchange  Act  of
1934 regarding events, conditions, and financial trends that  may
affect   the  Company's  future  plans  of  operations,  business
strategy,  operating  results, and financial  position.   Persons
reviewing  this  report  are cautioned that  any  forward-looking
statements  are  not  guarantees of future  performance  and  are
subject  to  risks and uncertainties and that actual results  may
differ  materially from those included within the forward-looking
statements as a result of various factors.

Three Months Ended September 30, 2000 and the Period From Date of
Inception (January 10, 2000) through September 30, 2000.

The  Company had no revenue from continuing operations  for  both
the  three-month  period that ended September 30,  2000  and  the
period  from  the  date of inception (January 10,  2000)  through
September 30, 2000.

                                9
<PAGE>

The Company had general and administrative expense of $63,534 for
the three-month period that ended September 30, 2000 compared  to
$140,564  for the period from the date of inception (January  10,
2000)   through   September   30,  2000.    These   general   and
administrative   expenses   consisted   of   general    corporate
administration, web design, payroll, director's fees, legal  fees
and professional expenses, and accounting and auditing costs.

The Company had depreciation and amortization expenses of $16,194
for  the  three-month period that ended September  30,  2000  and
$36,239  for  the period from the date of inception (January  10,
2000)   through   September  30,  2000.   The  depreciation   and
amortization  expenses  consisted  of  furniture  and  equipment,
organizational   costs,  and  the  Millennium  Dollar   licensing
agreement.

As  a result of the foregoing factors, the Company realized a net
loss  of  $79,128 for the three months ended September 30,  2000,
compared  to a net loss of $176,043 for the period from the  date
of inception (January 10, 2000) through September 30, 2000.  This
loss is due to the cost of developing business operations without
the influx of revenue from operations.

Plan of Operation

Business Overview:

The  Company was organized on January 10, 2000 to offer a private
currency to the general public, along with the requisite monetary
conversion,  accounting  and  transfer  systems;  such  that  the
private  currency could be used over the Internet.  As such,  the
private  currency  will be represented as  stored  value  on  the
Company's  database.  The private currency  will  be  called  the
Millennium Dollar, which may be abbreviated as MR$.  The  purpose
of  this  private  currency  is to offer  a  monetary  unit  that
substantially holds its purchasing power over time,  as  measured
by the Consumer Price Index for All Urban Consumers (CPI-U).  The
offering  of  the private currency over the Internet will  entail
the development of the requisite software systems.

The  Company has engaged Bluewater Information Convergence,  Inc.
(or  Bluewater)  on  a  turn-key basis to  develop,  operate  and
maintain the hardware and software systems required to carry  out
the Company's offering of the private currency over the Internet.
Originally,  Bluewater  defined  three  phases  for  the  initial
development of the Company's web site and related systems.  These
systems were originally envisioned to allow the Company to  begin
the  offering of its private currency in September.  Nonetheless,
this  would entail that Company operators (i.e. employees)  would
have  to  carry  out many functions by hand on terminals.   Based
upon Bluewater's recommendation, the Company elected to delay the
offering of the MR$ until such time as additional development  is
completed,  which  would reduce the amount of human  intervention
required.

The  offering of private currency raises legal issues related  to
the  distribution, circulation and conversion of such currencies.
As  such,  the  Company engaged a qualified banking  attorney  to
review  the Company's proposed business plan with respect to  any
state  or  federal laws that might be pertinent.  On November  9,
2000,  the  Company was advise of a number of legal  issues  that
should  be  reviewed.  On November 10, 2000,  management  decided
that  it  was  only prudent that these legal issues be  addressed
prior  to  the  offering of the private currency.  As  such,  the
offering  of the private currency was postponed until  the  first
calendar quarter of the year 2001.

Currently, the Company is reviewing its position with respect  to
the  laws  in its own home state of Minnesota.  After  evaluating
and then complying with Minnesota laws, the Company will commence
a state by state review of the laws; and, where such laws are not
arduous,   the   Company  will  make  the   appropriate   license
applications and/or post the required bonds.  Nonetheless, it  is
expected  that  the Company may begin operations on  a  state  by
state  basis  in  those states which have been properly  cleared,
until all such regulatory hurdles are overcome.  Certainly,  this
will  result in the Company incurring certain expenses  and  time
constraints that were not originally envisioned.


                               10
<PAGE>

Gross Margin:

Inasmuch  as  the Company is currently in its development  stage,
there  are  no  revenues; and hence no gross  margin  to  report.
Nonetheless, revenues are expected to commence with the  offering
of the private currency in the first calendar quarter of the year
2001.   Revenues will be generated from interest  earned  on  the
currency  float, after reimbursing the users for the inflationary
adjustment  on  the  private currency; and by  fees  charged  for
certain monetary conversions and/or transmissions.  There will be
no  charge  for  the conversion of U.S. dollars  into  Millennium
Dollars,  nor  with  there  be any charge  for  the  transmission
(actually notification) of the MR$ via the Internet.

Operating Expenses:

As  the  Company  moves from a development stage company  to  the
generation of revenues, the operating expenses will increase over
time.   The  increases  are a function of  increasing  regulatory
expenses,  software  development, the  leasing  of  hardware  and
various   business-related  expenses  including   insurance   and
personnel.   The agreement with Bluewater was a turnkey  contract
for  $116,000 with $86,000 being paid through September 30, 2000.
The remaining $30,000 balance will be paid in the fourth calendar
quarter  of  2000,  as  the Company accepts the  software  system
designed by Bluewater.

The Company is currently budgeting another $25,000 for additional
software development, although a formal bid by Bluewater has  not
been  formulated as yet; which means that the actual cost of this
work could increase. In addition, the Company has entered into  a
contract  with Bluewater's ICON Center for the ongoing  operation
and  maintenance  of the system, as well as the  leasing  of  the
required  third party software and hardware systems.  This  is  a
two-year  contract  at  $7,850  per  month.   Inasmuch  as  legal
compliance  issues  have  delayed the  offering  of  the  private
currency, Bluewater has agreed to credit 50% of the monthly  ICON
Center  fee  as  a credit to the new software development  for  a
period  of up to three months.  This credit would terminate  upon
the  commencement of the offering of the private currency,  since
Bluewater  would  then have to allocate additional  resources  to
oversee the operation of the web site.

Net Income (Loss):

The Company's net loss through October, 2000, is $198,825, on  an
unaudited  basis.   In  November and  December  the  losses  will
accelerate  as  we  prepare  for  the  offering  of  the  private
currency,  estimated  at $148,245; including  the  final  $30,000
payment  to  Bluewater for the completion of  Phase  III  of  the
software  development.  In total, the projected net loss  through
December  31  will be approximately $357,903, barring  unforeseen
circumstances.   This  will  include  approximately  $93,065   in
deferred officer salaries.

Commencing  in  January 2001, the Company projects  an  operating
overhead  of  approximately $64,900 per month.  However,  certain
officers  and  directors  have  elected  to  defer  salaries   of
approximately  $22,600  per  month.   This  leaves  approximately
$42,300 per month, which must be funded on a cash basis.   It  is
further  estimated  that  the Company's operating  overhead  will
increase  at 3.5% per week, as unforeseen expenses are  incurred.
In  addition, the relative success of the Company's  offering  of
the  private  currency  could  accelerate  the  increase  in  the
overhead,  as  the Company is forced to upgrade its hardware  and
software  systems to meet the demand.  Nonetheless,  the  general
assumption is that the current system will be able to  cope  with
up  to  250,000 users, which is the Company's six month marketing
goal.   Inasmuch as the Company is currently a development  stage
company, funding must be raised via restricted stock sales and/or
loans  to  the Company from third parties.  To date, the  Company
has  funded  all of its activities via stock sales, and/or  stock
compensation.

The  projected growth rate is largely dependent upon the  success
of  the  Company's viral network marketing program.  This program
will  include a revenue sharing program, whereby one  percent  of
the  interest earned on the private currency float will be shared
on  a  network basis with early users who actively sign-up  other
users.   In addition, the projection is also dependent  upon  the
amount of average daily funds per user account,

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representing  the currency float.  At the break-even  point,  the
Company   estimates  that  the  average  daily  funds   will   be
approximately $165 per user.  Any combination of a slower  growth
rate  of  the  user base, and/or a lower amount of average  daily
funds  per  user; would extend the time period during  which  the
Company  would incur net losses.  The success of the  Company  is
dependent  upon its ability to fund such losses until the  break-
even  point  is reached.  To date, the Company has been  able  to
fund  these  losses,  such  that the  Company  currently  has  no
outstanding debt.

Liquidity and Capital Resources:

The  Company  estimates  it will need approximately  $500,000  of
additional  financing to fund operations through July  31,  2001.
The  Company has no commitments for financing at this  time.   If
the  Company  is  unable  to  obtain financing,  its  ability  to
implement  its business plan will be impaired.  As of   September
30, 2000, the Company was current with all of its operations, and
had cash on hand  totaling $89,686.

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                   PART II OTHER INFORMATION

Item 1.   Legal Proceedings

The Company is not involved in any legal proceedings.

Item 2.  Changes in Securities and Use of Proceeds

From  June 1, 2000 through September 30, 2000, the Company issued
211,500 shares of restricted common stock to investors at $1  per
common  share.  Proceeds are reflected net of offering  costs  of
$22,066  in  the accompanying financial statements.   The  shares
were  issued  in  private transactions that did not  involve  any
public solicitation or sales and without registration in reliance
on  the  exemption provided under Section 4(2) of the  Securities
Act of 1933.

In  July  of  2000, the Company issued 4,133 shares of restricted
common  stock  to a director of the Company and to a professional
adviser  of  the  Company in exchange for services  performed  on
behalf  of the Company valued at $4,133.  The shares were  issued
in   private  transactions  that  did  not  involve  any   public
solicitation or sales and without registration in reliance on the
exemption  provided under Section 4(2) of the Securities  Act  of
1933.

Item 6.   Exhibits and Reports on Form 8-K

Reports  on Form 8-K:  The Company filed no reports on  Form  8-K
during the quarter ended September 30, 2000.

Exhibits:   Included  only  with the electronic  filing  of  this
report  is the Financial Data Schedule for the nine-month  period
ended September 30, 2000 (Exhibit ref. No. 27).

                           SIGNATURES

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

                                   VIRTUALMONEY, INC.


                                   By: /s/ Thomas W. Tripp
                                   Thomas W. Tripp
                                   President, Director

Dated November 30, 2000

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