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, 2003

    [ ] 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 February 24, 2003 the Registrant had 8,169,130  shares of its Common Stock
outstanding

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

<PAGE>
<TABLE>

                              Index to Form 10-QSB
                     For the Quarter ended January 31, 2003


                                                                                       Page
<S>                                                                                     <C>
Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of January 31, 2003                                                3

     Statement of Income for the three and six months ended                              4
     January 31, 2003 and 2002

     Statement of Cash Flows for the six months ended                                    5
     January 31, 2003 and 2002

     Notes to the Financial Statements for the six months                              6-7
     ended January 31, 2003

Item 2.  Management's Discussion and Analysis                                          8-10

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                                               11
</TABLE>

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements



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, 2001.  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.

     To date,  sales of the  Product  have been only  minimal and the Company is
considering  other products to replace the Product as its lead item.  Management
may determine to cease efforts to sell the Product during this fiscal year.

     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
is  regulated  as drugs and no  claims of  medicinal  value are  claimed.  As of
January 31,  2003,  due to limited  funds  available,  the Company has only paid
$8,000. Meditech has agreed to extend the due date for payment until July 2003.

     On  February  25,  2002,  the  Company   entered  into  an  agreement  with
PowerMedics,  Inc.,  a New York  corporation  developing  a  machine  for use by
persons suffering from psoriasis.  In exchange for investing $200,000 to support
the development of a second  generation of the machine,  the Company  acquired a
49% interest in PowerMedics. As of January 31, 2003, no funds have been paid and
PowerMedics has agreed to extend the Closing Date until July, 2003.

     In May and June 2002,  the Company  entered  into a five year  distribution
agreement with Meditech and PowerMedics,  respectively.  The Meditech  agreement
gives the Company  exclusive  distribution  rights in the USA and  non-exclusive
rights in  England,  Europe  and Canada for a fee of  $25,000.  The  PowerMedics

<PAGE>

agreement gives the Company exclusive worldwide distribution rights for a fee of
$15,000. As of January 31, 2003, no funds have been paid and both companies have
agreed to extend the deadline for payment until July, 2003.

Results of Operations

Three and six months ended January 31, 2003 and 2002

     During the three month period ending January 31, 2003, the Company incurred
a loss of $21,656 compared to a loss of $3,426 for the same period ended January
31, 2002. The losses for the current  periods can be  attributable to a decrease
in revenues and an increase in salary and payroll related expenses.  The company
generated  revenue for the three months ended  January 31, 2003 in the amount of
$1,100,  as  compared  to $4,100  for the same  period in the  prior  year.  The
decrease in revenues is a result of fewer sales by the  Company's  agents in the
current  periods  compared  to the same  periods  in the prior  year.  Operating
expenses  decreased in the area of  consulting  offset by  increased  salary and
payroll  related  expenses  due to an  employment  contract  entered into by the
Company with its CEO.

     During the six month period ending January 31, 2003, the Company incurred a
loss of $43,682  compared to a loss of $10,544 for the same period ended January
31, 2002. The losses for the current  periods can be  attributable to a decrease
in revenues and an increase in salary and payroll related expenses.  The company
generated  revenue  for the six months  ended  January 31, 2003 in the amount of
$2,475,  as  compared  to $11,300  for the same  period in the prior  year.  The
decrease in revenues is a result of fewer sales by the  Company's  agents in the
current  periods  compared  to the same  periods  in the prior  year.  Operating
expenses decreased in the area of research and development and consulting offset
by increased salary and payroll related  expenses due to an employment  contract
entered into by the Company with its CEO.


Revenues

     During the three month period ending January 31, 2003, the Company revenues
were  $1,100  compared  to $4,100 for the same period  ended  January 31,  2002.
Revenues  are  in  the  form  of  distributor  fees  derived   principally  from
commissions received on the sale of product.

     During the six month period ending January 31, 2003,  the Company  revenues
were $2,475  compared to $11,300 for the same  period  ended  January 31,  2002.
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,  2003,  the  company  incurred
$23,299 in operating  expenses as compared to $7,314 in the same period in 2002.
This increase was primarily  driven in the area of salaries and payroll  related
benefits due to contractual  commitments  entered into by the Company during the
last nine months offset by a decrease in consulting.

     During the six months ended January 31, 2003, the company  incurred $47,243
in  operating  expenses as compared to $21,419 in the same period in 2002.  This
increase  was  primarily  driven in the area of  salaries  and  payroll  related

<PAGE>

benefits due to contractual  commitments  entered into by the Company during the
last  nine  months  offset  by  a  decrease  in  research  and  development  and
consulting.


Material changes in financial condition, liquidity and capital resources

     At January 31, 2003,  the Company had minimal cash and cash  equivalents on
hand.  The Company had  negative  working  capital of  approximately  $81,506 at
January 31, 2003. Net cash used in operating activities for the six months ended
January 31, 2003 was $344 compared to $18,074 for the same period in 2002.  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  provided  from or used in  investing  activities  for the nine
months ended January 31, 2003.

     No cash was  provided  from or used in  financing  activities  for the nine
months ended January 31, 2003.

     As described in greater  detail above,  the Company is attempting to expand
its  product  list by adding  items for people  with  psoriasis.  The Company is
seeking sources of financing in order to fund these other projects. Without such
financing,  the Company  will be unable to proceed  with its plans for these new
products.

     The  Company  does not expect to conduct  any other  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 only if  warranted  by its sales  volume on an as needed
basis.

     The Company hopes to raise  additional  capital to fund its  activities and
intends to commence a private  placement  during the first half of 2003.  If the
financing is unsuccessful the Company may have to cease  operations  and/or look
for a merger candidate.



                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

     In a letter dated February 10, 2003, the staff of the San Francisco  Office
(the "Staff") of the Securities  and Exchange  Commission  ("SEC")  informed the
Company  that  the  Staff  intends  to  recommend  that  the SEC  pursue a civil
injunctive action against the Company for violations of Sections 5(a) and (c) of
the  Securities  Act of 1993.  Counsel for the Company have discussed the matter
with the Staff and believes that the matter will be settled. .

Item 2. Changes in Securities

                  None

Item 3. Defaults Upon Senior Securities

                  None.

<PAGE>


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.

                  Exhibit 99.1 - Sarbanes-Oxley Certification

                  Exhibit 99.2 - Sarbanes-Oxley Certification


<PAGE>



                                  CERTIFICATION

I, Jacob Roth, hereby certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-QSB of  Virilitec
          Industries, Inc.;

     2.   Based on my  knowledge,  this  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 report; and

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

     4.   I am responsible for establishing and maintaining  disclosure controls
          and procedures for the issuer and have:

          (i)  Designed such  disclosure  controls and procedures to ensure that
               material  information relating to the issuer is made known to me,
               particularly  during the period in which the periodic reports are
               being prepared;

          (ii) Evaluated the effectiveness of the issuer's  disclosure  controls
               and procedures as of January 31, 2003; and (iii) Presented in the
               report our conclusions  about the effectiveness of the disclosure
               controls  and  procedures  based  on  my  evaluation  as  of  the
               Evaluation Date;

     5.   I have disclosed,  based on my most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling the equivalent function):

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

          (ii) Any fraud,  whether or not material,  that involves management or
               other  employees  who  have a  significant  role in the  issuer's
               internal controls; and

     6.   I have indicated in the 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:  March 23, 2003

/s/ Jacob Roth
---------------
Jacob Roth, CEO

<PAGE>

                                  CERTIFICATION

I, Moshe Laufer, hereby certify that:

     7.   I have  reviewed  this  quarterly  report on Form 10-QSB of  Virilitec
          Industries, Inc.;

     8.   Based on my  knowledge,  this  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 report; and

     9.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial position, results of operations, and cash flows
          of the issuer as of, and for, the periods presented in this report.

     10.  I am responsible for establishing and maintaining  disclosure controls
          and procedures for the issuer and have:

          (i)  Designed such  disclosure  controls and procedures to ensure that
               material  information relating to the issuer is made known to me,
               particularly  during the period in which the periodic reports are
               being prepared;

          (ii) Evaluated the effectiveness of the issuer's  disclosure  controls
               and procedures as of January 31, 2003; and (iii) Presented in the
               report our conclusions  about the effectiveness of the disclosure
               controls  and  procedures  based  on  my  evaluation  as  of  the
               Evaluation Date;

     11.  I have disclosed,  based on my most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling the equivalent function):

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

          (ii) Any fraud,  whether or not material,  that involves management or
               other  employees  who  have a  significant  role in the  issuer's
               internal controls; and

     12.  I have indicated in the 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:  March 23, 2003

/s/ Moshe Laufer
-----------------------
Moshe Laufer, Treasurer

<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.


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


March 23, 2003

<PAGE>

                                  Exhibit 99.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  filing  of  Virilitec  Industries,  Inc.,  a  Delaware
corporation  (the  "Company"),  on Form 10-QSB for the period ended  January 31,
2003, as filed with the Securities and Exchange  Commission (the "Report"),  the
undersigned,  Jacob Roth,  the Chief  Executive  Officer of the Company,  hereby
certifies,  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of  2002  (18
U.S.C.ss.1350), 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: March 23, 2003

/s/ Jacob Roth
----------------------
Jacob Roth, CEO

<PAGE>

                                  Exhibit 99.2


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  filing  of  Virilitec  Industries,  Inc.,  a  Delaware
corporation  (the  "Company"),  on Form 10-QSB for the period ended  January 31,
2003, as filed with the Securities and Exchange  Commission (the "Report"),  the
undersigned,  Moshe  Laufer,  the  Treasurer of the Company,  hereby  certifies,
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.ss.1350),
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: March 23, 2003

/s/ Moshe Laufer
-----------------------
Moshe Laufer, Treasurer