SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                   FORM 10-QSB

             [X] Quarterly report pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                 For the quarterly period ended January 31, 2002

    [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-25659


                           VIRILITEC INDUSTRIES, INC.
        (exact name of small business issuer as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   11-3447894
                        (IRS Employer Identification No.)

                236 Broadway Ave., Suite 201, Brooklyn, NY 11211
                    (Address of principal executive offices)

                            (800) 775-0712 ext. 4144
                         (Registrant's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 of 15(d) of the  Exchange  Act during  the past 12  months,  and (2) has been
subject to such filing requirements for the past 90 days.

YES [X]    NO [  ]

As of January 31, 2002 the Registrant  had 4,839,130  shares of its Common Stock
outstanding

Transitional Small Business Disclosure Format: YES [ ] NO [X]

<PAGE>

                              Index to Form 10-QSB
                     For the Quarter ended January 31, 2002


                                                                        Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of January 31, 2002                                3

     Statement of Income for the three and six months ended              4
     January 31, 2002 and 2001

     Statement of Cash Flows for the six months ended                    5
     January 31, 2002 and 2001

     Notes to the Financial Statements for the three months              6
     ended January 31, 2002

Item 2.  Management's Discussion and Analysis                           7-10

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                11

Item 2.  Changes in Securities                                            11

Item 3.  Defaults Upon Senior Securities                                  11

Item 4.  Submission of Matters to a Vote of Security Holders              11

Item 5.  Other Information                                                11

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


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

                           VIRILITEC INDUSTRIES, INC.
                                 BALANCE SHEET
                              AT JANUARY 31, 2002
                                  (UNAUDITED)

                                     Assets

<TABLE>
<S>                                                                                       <C>

Current Assets
     Cash and cash equivalents                                                                 $ 29,145
     Receivables - net                                                                           33,957
     Other current assets                                                                           248

       Total current assets                                                                      63,351
Other Assets                                                                                      6,375

       Total assets                                                                              69,726
                                                                                          ==================

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                                                    16,217

       Total current liabilities                                                                 16,217

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;                                  484
          issued and outstanding - 4,839,130
     Paid in Capital                                                                            280,850
     Accumulated deficit                                                                       (227,825)

       Total Shareholder's Equity                                                                53,509

        Total liabilities and shareholder's equity                                             $ 69,726
                                                                                          ==================

        Read the accompanying summary of significant accounting notes to
 financial statements, which are an integral part of this financial statement.

</TABLE>

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                            STATEMENT OF OPERATIONS
          FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2002 AND 2001
                                  (UNAUDITED)

<TABLE>
<S>                                               <C>               <C>             <C>               <C>

                                                            Three months ended              Six months ended
                                                 January 31, 2002  January 31, 2001   January 31, 2002 January 31, 2001
                                                -------------------------------------------------------------------------
Sales Arranged                                     $ 22,043         $ 50,107         $ 60,752         $ 153,331
                                                ==============    =============    =============    ==============


Revenue                                            $  4,100         $  9,320         $ 11,300          $ 28,520

Operating expenses:
       Research & Development                           -                 -             5,500                 -
       Consulting                                     5,125               -            10,217                 -
       Rent                                             900              900            1,800             1,500
       Depreciation                                     -                300                -               600
       Amortization                                     212              213              425               425
       Professional fees                                500            2,775            1,000            10,850
       Selling, general and administrative expenses     789               10            2,902               130
                                                --------------    -------------    -------------    --------------
          Total operating expenses                    7,526            4,198           21,844            13,505

          Loss before other income (expense)         (3,426)           5,122          (10,544)           15,015

Other income (expense):
       Interest income                                   -                -                 -                 -
                                                --------------    -------------    -------------    --------------
          Total other income (expense)                   -                -                 -                 -
                                                --------------    -------------    -------------    --------------
Net Loss                                             (3,426)           5,122          (10,544)           15,015
                                                ==============    =============    =============    ==============
Basic weighted average common shares outstanding  4,739,130        4,718,802        4,739,130         4,717,076
                                                ==============    =============    =============    ==============
Basic Loss per common share                        $ (0.001)         $ 0.001         $ (0.002)          $ 0.003
                                                ==============    =============    =============    ==============

</TABLE>

        Read the accompanying summary of significant accounting notes to
 financial statements, which are an integral part of this financial statement.

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                            STATEMENT OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JANUARY 31, 2002 AND 2001
                                  (UNAUDITED)

<TABLE>
<S>                                                                             <C>                    <C>


                                                                                         Six months ended
                                                                               January 31, 2002        January 31, 2001
                                                                           ------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                                    $(10,544)               $ 15,015
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                               425                   1,025
              Office rent applied to paid in capital                                        -                     300


Changes in Operating assets and liabilities:
              Accounts Receivable and other current assets                            (20,172)                (12,820)
              Accounts Payable and Accrued Liabilities                                 12,217                  (5,375)
                                                                                ----------------        ----------------
Net cash provided by/(used in) operating activities                                   (18,074)                 (1,856)

CASH FLOWS FROM INVESTING ACTIVITIES:

              Purchase of Property and equipment                                         -                         -
              Payment for license                                                        -                         -
                                                                                ----------------        ----------------
Net cash provided by/(used in) investing activities                                      -                         -

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
                Issuance of common shares                                             25,000                  13,000
                Cost of common share offering                                            -                         -
                                                                                ----------------        ----------------
Net cash provided by/(used in) financing activities                                   25,000                  13,000
                                                                                ----------------        ----------------
Net increase (decrease) in cash and cash equivalents                                   6,925                  11,144
Cash and cash equivalents, beginning of period                                        22,220                  20,117
                                                                                ----------------        ----------------
Cash and cash equivalents, end of period                                            $ 29,145                $ 31,261
                                                                                ================        ================


</TABLE>

        Read the accompanying summary of significant accounting notes to
  financial statement, which are an integral part of this financial statement.

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Unaudited)

                                JANUARY 31, 2002


NOTE 1 - BASIS OF PRESENTATION

         The   accompanying   unaudited   financial   statements   of  Virilitec
Industries,  Inc.  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.  The  financial
statements  reflect all adjustments  consisting of normal recurring  adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
the results for the periods shown.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

         These  financial  statements  should  be read in  conjunction  with the
audited  financial  statements  and  footnotes  thereto  included  in  Virilitec
Industries,  Inc.'s  Form  10-KSB  as filed  with the  Securities  and  Exchange
Commission.

         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 that effect the reported  amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

         The accompanying  financial  statements  reflect Virilitec  Industries,
Inc. is no longer  considered to be in the  development  stage.  From  inception
(August 11, 1998) through July 31, 2001, The Company was considered to be in the
development stage.

NOTE 2 - REVENUE RECOGNITION

         The company  currently  recognizes  revenue in the form of  distributor
fees  derived  principally  from  commissions  received  on the sale of product.
Revenue is recognized when agent orders are filled by the manufacturer.

         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff  Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition,"  which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial  statements  filed with the SEC. SAB 101  outlines the basic  criteria
that must be met to  recognize  revenue and  provide  guidance  for  disclosures
related to revenue  recognition  policies.  Management  believes that  Virilitec
Industries,  Inc.'s  revenue  recognition  practices are in conformity  with the
guidelines of SAB 101.

NOTE 3 - NET EARNINGS (LOSS) PER SHARE

         Earnings (Loss) per common share are calculated under the provisions of
SFAS No. 128,  "Earnings per Share," which  establishes  standards for computing
and presenting  earnings per share.  SFAS No. 128 requires the Company to report
both basic  earnings  (loss) per share,  which is based on the  weighted-average
number of common  shares  outstanding  during the period,  and diluted  earnings
(loss) per share, which is based on the weighted-average number of common shares
outstanding plus all potential dilutive common shares  outstanding.  Options and
warrants are not considered in  calculating  diluted  earnings  (loss) per share
since considering such items would have an anti-dilutive effect.

<PAGE>

Item 2. Plan of Operations

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and related notes that are included  under Item 1.  Statements  made
below  which  are  not   historical   facts  are   forward-looking   statements.
Forward-looking   statements   involve  a  number  of  risks  and  uncertainties
including,  but not  limited to,  general  economic  conditions,  our ability to
complete development and then market our services, competitive factors and other
risk factors as stated in other of our public  filings with the  Securities  and
Exchange Commission.

Overview

The  Company  was  formed to  license  and  distribute  a line of  bioengineered
virility nutritional supplements, designed to enhance human male sperm count and
potency (the "Product").  The Product is a nutritional  supplement  derived from
natural  materials  and  compounds.  While  the  Company  believes  it  contains
properties that could stimulate human male sperm production and sexual virility,
it does not make any claims  whatsoever that the Product does in fact induce the
desired results.  The Company has not clinically tested the Product,  nor has it
been clinically tested in a previous  formulation.  There is no statistical data
to support any claims of  effectiveness  and the Company  makes no such clinical
claims.  In this manner,  the Product could be compared to a vitamin or herb, in
that it is a nutritional  supplement  taken by individuals who believe that such
supplements  will have an effect  upon a certain  condition  whether or not such
result  has  been  determined  clinically  to  be a  product  of  utilizing  the
supplement.  There are other nutritional  supplements that claim to have similar
effectiveness as the Company's  Product.  However,  to the Company's  knowledge,
none of them have demonstrated recognized clinical effectiveness.

On  August  25,  1998,  the  Company  entered  into  a  50  year  Licensing  and
Distribution  Agreement  with  Vitahealth,   whereby  the  Company  was  granted
exclusive  rights to distribute the Product.  Under terms of the agreement,  the
Company's  independent sales agents place sales orders directly with Vitahealth,
which fills such orders.  The sales agents pay Vitahealth upon order  placement,
and  Vitahealth,  acting as  collections  agent for the  Company,  forwards  the
Company's portion of the sales proceeds to the Company. Vitahealth has agreed to
periodic  reviews of its order  receipts  in order to ensure that the Company is
receiving its appropriate revenue.

<PAGE>

The Company has paid an initial  non-refundable one time $8,500 licensing fee to
Vitahealth.  The  Company  will also pay  Vitahealth  an annual fee of  $10,000,
beginning  90 days after the Product is  manufactured  and ready for delivery to
the Company's  agents and then annually  thereafter  on the  anniversary  of the
first  payment's due date, as long as the Licensing and  Distribution  Agreement
has not been  terminated for any reason before the date such payment is due. Due
to Vitahealth's delays in producing the Product,  Vitahealth has agreed to waive
the licensing fee until July 31, 2002.  The agreement  also calls for Vitahealth
to be paid $1.45 per capsule of the product - to be sold in thirty day  supplies
(the  Product's  expected  minimum usage period before a user would  potentially
achieve positive results).  The Company is currently distributing the Product to
its sales agents for $1.85 per capsule  (thereby making $0.40 per capsule),  and
the  Company's   independent   sales  agents  are  currently  selling  them  for
approximately $2.15 to $2.25 per capsule.

Vitahealth  and the Company have agreed upon certain  minimal sales quotas to be
maintained  for the agreement to remain in effect.  Should the sales levels fall
below the sales  quotas,  the  Company  shall  have the right to  terminate  the
Licensing  and  Distribution  Agreement.  The sales quotas  follow the following
schedule;  a) within the 2nd month of production and sales - a minimum of 22,500
capsules,  b) within the 3rd month of production and sales - a minimum of 55,000
capsules, c) within the 6th month of production and sales - a minimum of 150,000
capsules,  d) a minimum of 200,000 capsules for every month following the end of
the 6th  month  of  production  and  sales of the  product.  There is also a 10%
increase in the sales quota effective  annually on January 1, beginning  January
1, 2000. The Company and Vitahealth  are currently  renegotiating  the terms for
the quotas.

On  August  9,  2001,  the  Company  entered  into an  agreement  with  Meditech
International KFT/LTD, a corporation formed and based in Hungary, to finance the
development  and  manufacture  of a cream and spray for use by people  suffering
from  psoriasis  and  another  neutracudical  product.  Under  the  terms of the
Agreement,  the Company will invest $200,000 by September 15, 2002 in return for
profits from these products  ranging from 67% to 74%.  Neither of these products
are regulated as drugs and no claims of medicinal value are claimed.

Results of Operations

Three and six months ended January 31, 2002 and 2001

During the three month period ending  January 31, 2002,  the Company  incurred a
loss of $3,426  compared to a profit of $5,122 for the same period ended January
31, 2001.  During the six month  period  ending  January 31,  2002,  the Company
incurred a loss of $10,544  compared  to a profit of $15,015 for the same period
ended January 31, 2001. The losses for the current  periods can be  attributable
to a decrease in revenues and an increase in  consulting  expenses.  The Company
generated  revenue for the three months ended  January 31, 2002 in the amount of
$4,100, as compared to $9,320 for the same period in the prior year. The Company
generated  revenue  for the six months  ended  January 31, 2002 in the amount of
$11,300,  as compared  to $28,520  for the same  period in the prior  year.  The
decrease in revenues  is a result of less sales by the  Company's  agents in the
current  periods  compared  to the same  periods  in the prior  year.  Operating
expenses increased in the area of research and development and consulting due to
contractual commitments entered into by the Company during this current quarter.

<PAGE>

Revenues

During the three month period ending  January 31, 2002,  the Company's  revenues
were  $4,100  compared  to $9,320 for the same period  ended  January 31,  2001.
During the six month period ending January 31, 2002, the Company's revenues were
$11,300 compared to $28,520 for the same period ended January 31, 2001. Revenues
are in the  form  of  distributor  fees  derived  principally  from  commissions
received on the sale of product.

Operating Expenses

During the three months ended January 31, 2002, the company  incurred  $7,526 in
operating  expenses  as  compared  to  $4,198 in the same  period in 2001.  This
increase  was  primarily  driven in the area of  consulting  due to  contractual
commitments  entered into by the Company during this current quarter offset by a
decrease  in  professional  fees in the same  period  in 2000  due to  reporting
compliance  requirements.  During the six months  ended  January 31,  2002,  the
Company  incurred  $21,844 in  operating  expenses as compared to $13,505 in the
same period in 2001. This increase was primarily  driven in the area of research
and  development and consulting due to contractual  commitments  entered into by
the Company  during this current  quarter  offset by a decrease in  professional
fees in the same period in 2000 due to reporting compliance requirements.

Material changes in financial condition, liquidity and capital resources

At January  31,  2002,  the  Company  had  $29,145 in cash and cash  equivalents
compared to $31,261 at January 31,  2001.  The Company had a working  capital of
approximately  $47,134 at January  31,  2002  compared to $42,919 at January 31,
2001.  Net cash used in operating  activities for the three months ended January
31, 2002 was $18,074  compared to $1,856 for the same period in 2001.  Cash used
was mainly  attributable to the operating expenses related to operations as well
as changes in net operating assets and liabilities.

No cash was used in investing  activities  for the six months ended  January 31,
2002 or for the six months ended January 31, 2001.

Net cash provided by financing  activities  for the six months ended January 31,
2002 was $25,000  compared to $13,000 for the same period in 2001. These amounts
are primarily attributable from sale of shares through private placements.

General Operations

As the Company  only  recently  began to sell the Product,  it is difficult  for
management to evaluate the growth curve of Product  sales.  Additionally,  it is
expected that the delays involved with  initiating  production has tarnished the
earlier  market  'excitement'  for human sexual  virility  and potency  products
created by Viagra(R). When considering those factors,  Management believes it is
likely that the initial sales quotas will not be met and it will have a right to
terminate the Vitahealth  Agreement  pursuant to the sales quota clauses present
in the agreement.  Having considered the various factors involved with its right
to terminate the agreement based on sales quota requirements,  management has no
plans to do so at this time. It is management's  opinion, that there is a market
for a human sexual  potency  nutritional  supplement  and is fully  committed to
providing  Vitahealth  with the  opportunity  to be the sole  supplier of such a
product to the Company.  While the Company continues to review the sales numbers

<PAGE>

and retains the right to reevaluate its position on an ongoing basis,  there are
no plans or intentions at this time to exercise the Company's right to terminate
the Vitahealth  agreement due to sales quotas for at least nine months following
initial production and sale of the Product.

While the Company is committed to retaining Vitahealth as its supplier, there is
no guarantee that Vitahealth's  production delays or lack of Product salability,
as evidenced by  underpreforming  the sales  quotas,  will not  necessitate  the
eventual  termination  of the  Vitahealth  agreement.  Should the  agreement  be
terminated  for any reason,  the Company at this time intends to locate  another
provider of human sexual potency and virility nutritional  supplements to become
its supplier.  There is no guarantee that the Company will be able to locate and
retain  such a provider  and the Company has not even begun to attempt to locate
one. The Company  continually  evaluates the business market to attempt to place
itself at the most profitable  position.  While the Company currently intends to
continue to operate as discussed,  there can be no guarantee that uncontrollable
variables  will not force a  substantive  change in the  Company's  operation or
plans of operation.

At present the primary cash  outlays of the Company are for travel  expenses and
legal and  accounting  fees  incurred  by the  Company  as it  prepares  filings
associated with being a reporting company (quarterly  unaudited reports,  annual
reports,  etc.).  Management  believes that between cash on hand, cash flow from
revenues and anticipated equity financing there will be sufficient funds for the
Company's  operations for the next 12 months.  The Company believes that further
costs  (such as salary  for Mrs.  Roth) are  expected  to be  covered by revenue
generated by the Company's  sales. The agreement with Mrs. Roth calls for her to
be paid up to $40,000 from the  proceeds of sales of the  Product.  Should sales
levels  not allow for her to receive  her full  compensation,  she will  receive
compensation  from  available  funds after the Company  satisfies  all its other
obligations.  The only other anticipated  expense not currently  provided for is
the  advertising  budget.  Management  is currently  exploring  various  options
including  the sale of  additional  stock  and/or  warrants,  bank  financing or
personal loans by management or family members.

The Company does not expect to conduct any product  research and  development or
to purchase or sell a plant or  significant  equipment.  The Company  intends to
retain  marketing and public  relations  consultants  as necessary,  and to hire
support staff for its  President  only if warranted by its sales volume on an as
needed basis.

New Product

As disclosed  above,  the Company has committed to invest  $200,000 by September
15, 2002 in a foreign corporation for the development and manufacture of a cream
and  spray  for  use  by  people  with  psoriasis  and  another  product  in the
neutracudical  field.  By  expanding  its product  line,  the  Company  hopes to
increase its revenues. In order to fund its obligations,  the Company intends to
commence  an equity  financing  during  the first half of 2002 to raise up to $1
million.  The Company has no specific plans as to how it will raise these funds.
No assurance can be given that the financing will be successful.

<PAGE>

In February  2002,  the Company took  additional  steps designed to increase its
presence  in the field of  psoriasis  by  entering  into a Letter of Intent with
PowerMedics  Inc.  PowerMedics is developing a laser device to treat  psoriasis.
The  device is  expected  to be  highly  portable  at less than 5 lbs.  and will
provide Gem Infrared,  colored therapy,  acupuncture and laser  treatments.  The
letter of intents  calls for the Company to invest  $150,000  for a 49% stake in
PowerMedics.  The parties are negotiating a definitive agreement to be completed
by April 30. No assurance  can be given that an  agreement  will be concluded or
that  anything  positive  for the Company  will result even if an  agreement  is
reached.

Scientific Advisory Board

During the 2nd half of 2001, the Company  formed a Scientific  Advisory Board to
consist of people with experience in medicine and related fields for the purpose
of having  access to  qualified  people to advise the Company with regard to its
existing products and to review additional products.

During August 2001, the Company appointed Dr. Albert M. Lefkowitz to be Chairman
of the Scientific  Advisory  Board.  Dr.  Lefkowitz is a world renowned  medical
doctor with a specialty in dermatology.  Dr.  Lefkowitz has been associated with
the Mount  Sinai  School of Medicine in New York City for more than 35 years and
has received numerous honors and awards.  Dr. Lefkowitz has also been associated
with the New York  Medical  College  since 1966.  Dr.  Lefkowitz  has  performed
research work on lupus  erythematosus  at the State  University of New York, has
authored  fourteen  papers in the field of dermatology  and has  participated in
lectures and  presentations  in over forty programs.  The Company also appointed
Jerry G. Kilgore to the Scientific Advisory Board. Mr. Kilgore has been employed
since 1984 as the  President  of MicroTech  Medical.  From 1974 to 1981 he was a
developmental  microbiologist  at St. Joseph Hospital,  Denver,  Colorado during
which time he  participated  in  numerous  microbiology  projects  with  primary
emphasis on the effects of antibiotics.  Mr. Kilgore was the laboratory director
at the U.S. Kirk Army Hospital,  Aberdeen Proving Ground,  Maryland from 1968 to
1972 where he was directly responsible for all aspects of operations relating to
the  clinical  laboratory.  Mr.  Kilgore  is a  Certified  Medical  Technologist
registered by the American  Society of Clinical  Pathology,  has been a frequent
speaker at numerous workshops and seminars and either authored or contributed to
over twenty technical publications. Mr. Kilgore has a B.S. in Medical Technology
from Ohio  State  University  and an M.A.  in Health  Facility  Management  from
Webster College in St. Louis, Missouri.

In February 2002,  the Company  appointed Dr. David Leon Cohen to the Scientific
Advisory Board.  Dr. Cohen  specializes in the treatment of skin diseases and is
currently a clinical  instructor in the  Department of  Dermatology at the Mount
Sinai School of Medicine.  Dr. Cohen has an M.D.  from the Mount Sinai School of
Medicine and a Master in  Neuroscience  from the Chicago  Medical School and his
experience includes staff positions in numerous New York hospitals. Dr. Cohen is
certified  by the  American  Board of  Dermatology  and is a  Diplomat  with the
National Board of Medical Examiners.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

         During the six months the Company sold, in a private  placement to five
current stockholders, 100,000 restricted shares @ $ .25 per share

Item 3. Defaults Upon Senior Securities

         None.

Item 4. Submission of Matters to Vote of Security Holders

         None.

Item 5. Other Information

         None.

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

         None

<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the 1934 Exchange Act, the registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.

VIRILITEC INDUSTRIES, INC.



By: /s/Bella Roth
     Bella Roth, Chairman of the Board


March 12, 2002