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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
VIRTUALFUND.COM, INC.
(Name of Issuer)
COMMON STOCK
-----------------
(Title of Class of Securities)
517919 10 6
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing persons: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 517919 10 6 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvin L. Masters
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------- ------- --------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 429,000
SHARES ------- --------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 2,990,607
REPORTING ------- --------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
429,000
------- --------------------------------------------
8 SHARED DISPOSITIVE POWER
2,990,607
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,419,607
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(S) EXCLUDES CERTAIN [X]
SHARES
Includes 100,000 warrants owned by Mr. Masters directly. This also
includes 720,368 shares and warrants to purchase 1,392,239 shares
owned by TimeMasters, Inc. ("TMI"), a corporation owned by Mr.
Masters; 70,000 shares and warrants to purchase 200,000 shares owned
by Jessica Lee Tran-Masters, Mr. Masters' spouse; and 88,000 shares
and warrants to purchase 500,000 shares owned by Masters Trust I, a
trust for the benefit of Mr. Masters' children. Mr. Masters disclaims
beneficial ownership of the shares owned by Ms. Tran-Masters and
Masters Trust I.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2%
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12 TYPE OF REPORTING PERSON*
IN.
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
Item 1(a): Name of Issuer
VIRTUALFUND.COM, INC.
Item 1(b): Address of Issuer's Principal Executive Offices
7090 Shady Oak Road
Eden Prairie, MN 55344
Item 2(a): Name of Person Filing
Melvin L. Masters
Item 2(b): Address of Principal Business Office
7090 Shady Oak Road
Eden Prairie, MN 55344
Item 2(c): Citizenship
United States
Item 2(d): Title of Class of Securities
COMMON STOCK
Item 2(e): CUSIP Number
517919 10 6
Item 3: If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether person filing is a:
Not Applicable
Item 4: Ownership
(a) Amount Beneficially owned 3,419,607
(b) Percent of class 17.2%
(c) Number of shares such person has:
(i) Sole voting power 429,000
(ii) Shared voting power 2,990,607
(iii) Sole power to dispose or direct 429,000
(iv) Shared power to dispose or direct 2,990,607
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Page 4 of 4 Pages
Item 5: Ownership of Five Percent or Less of a Class
Not Applicable
Item 6: Ownership of more than Five Percent on behalf of Another
Person
Not Applicable
Item 7: Identification and Classification of the Subsidiary which
Acquired the Security being Reported on by the Parent Holding
Company
Not Applicable
Item 8: Identification and Classification of Members of the Group
Not Applicable
Item 9: Notice of Dissolution of Group
Not Applicable
Item 10: Certification
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 12, 2000
(signature)
Melvin L. Masters
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(name printed/title)
