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 October 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 October 31, 2003 the Registrant had 9,669,130 shares of its Common Stock

outstanding



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





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Index to Form 10-QSB

For the Quarter ended October 31, 2003









Part I.  FINANCIAL INFORMATION



Item 1. Financial Statements (Unaudited)



Balance Sheet as of October 31, 2003                        3



Statement of Income for the three months ended              4

October 31, 2003 and 2002



Statement of Cash Flows for the three months ended          5

October 31, 2003 and 2002



Notes to the Financial Statements for the three months      6

ended October 31, 2003



Item 2.  Management's Discussion and Analysis                    7



PART II.  OTHER INFORMATION



Item 1.  Legal Proceedings                                       8



Item 2.  Changes in Securities                                   8



Item 3.  Defaults Upon Senior Securities                         8



Item 4.  Submission of Matters to a Vote of Security Holders     8



Item 5.  Other Information                                       8



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





Signatures                                                       8



Certifications                                                   9











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Part I.  FINANCIAL INFORMATION



Item 1. Financial Statements (Unaudited)









VIRILITEC INDUSTRIES, INC.

BALANCE SHEET

AT OCTOBER 31, 2003

(UNAUDITED)



|Assets                               |                                                              
|------------------------------------ | -------------------------------------------------------------
|                                     |                                                              
|Current Assets                       |                                                              
|                                     |                                                              
|                                     |                                                              
|                                     | Total current assets                                         
|Other Assets                         | -                                                            
|                                     |                                                              
|                                     | Total assets                                                 
|                                     |                                                              
|                                     |                                                              
|                                     |                                                              
|Liabilities and Shareholder's Equity |                                                              
|                                     |                                                              
|Current Liabilities                  |                                                              
|                                     | Accrued payroll and related benefits                         
|                                     | Accrued professional fees                                    
|                                     | Other accrued liabilities                                    
|                                     | Short Term Borrowings (related party)                        
|                                     |                                                              
|                                     | Total current liabilities                                    
|                                     |                                                              
|Shareholder's Equity                 |                                                              
|                                     | Common Stock, $.0001 par value; authorized 20,000,000 shares;
|                                     | issued and outstanding - 9,669,130                           
|                                     | Paid in Capital                                              
|                                     | Accumulated deficit                                          
|                                     |                                                              
|                                     | Total Shareholder's Equity                                   
|                                     |                                                              
|                                     | Total liabilities and shareholder's equity                   
|                                     |                                                              





Read the accompanying summary of significant accounting notes to

financial statements, which are an integral part of this financial statement.



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VIRILITEC INDUSTRIES, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2003 AND 2002



|                                                 |                   |  |                   |  |  | Three months ended
|------------------------------------------------ | ----------------- |  | ----------------- |  |  | ------------------
|                                                 |                   |  |                   |  |  | October 31, 2003  
|                                                 |                   |  |                   |  |  | (Unaudited)       
|                                                 |                   |  |                   |  |  |                   
|                                                 |                   |  |                   |  |  |                   
|Revenue                                          | $               - |  | $          1,375 
|                                                 |                   |  |                   |  |  |                   
|Cost of revenue                                  | -                 |  | 213              
|                                                 |                   |  |                   |  |  |                   
|Gross profit                                     | -                 |  | 1,163            
|                                                 |                   |  |                   |  |  |                   
|                                                 |                   |  |                   |  |  |                   
|Operating expenses:                              |                   |  |                  
|Salaries and payroll related                     | 18,839            |  | 18,839           
|Research and development                         | -                 |  | 3,600            
|Travel                                           | -                 |  | 395              
|Rent                                             | 1,000             |  | 550              
|Professional fees                                | -                 |  | 387              
|Consulting                                       | 37,500            |  | -                
|Selling, general and administrative expenses     | 480               |  | 174              
|Total operating expenses                         | 57,819            |  | 23,945           
|                                                 |                   |  |                   |  |  |                   
|Loss before other income (expense)               | (57,819)          |  | (22,782)         
|                                                 |                   |  |                   |  |  |                   
|Other income (expense):                          |                   |  |                  
|Interest income (related party)                  | -                 |  | 880              
|Interest expense                                 | -                 |  | (125)            
|Total other income (expense)                     | -                 |  | 755              
|                                                 |                   |  |                   |  |  |                   
|                                                 |                   |  |                   |  |  |                   
|Net Loss                                         | (57,819)          |  | (22,027)         
|                                                 |                   |  |                   |  |  |                   
|Basic weighted average common shares outstanding | 9,669,130         |  | 8,169,130        
|                                                 |                   |  |                   |  |  |                   
|Basic Loss per common share                      | $          (0.01) |  | $          (0.00)
|                                                 |                   |  |                   |  |  |                   
|                                                 |                   |  |                   |  |  |                   























Read the accompanying summary of significant accounting notes to

financial statements, which are an integral part of this financial statement.



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VIRILITEC INDUSTRIES, INC.

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS  ENDED OCTOBER 31, 2003 AND 2002

(UNAUDITED)



|                                                       |                                              |        |                 |        |  | Three months ended
|------------------------------------------------------ | -------------------------------------------- | ------ | --------------- | ------ |  | ------------------
|                                                       |                                              |        |                 |        |  | October 31, 2003  
|                                                       |                                              |        |                 |        |  |                   
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |                                              |        |                
|                                                       |                                              |        |                 |        |  |                   
|Net Income (Loss)                                      | $     (57,819)                               |        | $     (22,027) 
|Adjustments to reconcile net income (loss) to net cash |                                              |        |                
|used in operating activities:                          |                                              |        |                
|                                                       | Depreciation and amortization                | -      |                 | 213   
|                                                       |                                              |        |                 |        |  |                   
|                                                       |                                              |        |                 |        |  |                   
|Changes in Operating assets and liabilities:           |                                              |        |                
|                                                       | Accounts Receivable and other current assets | -      |                 | 3,665 
|                                                       | Accounts Payable and Accrued Liabilities     | 55,139 |                 | 17,850
|                                                       |                                              |        |                 |        |  |                   
|Net cash provided by/(used in) operating activities    | (2,680)                                      |        | (299)          
|                                                       |                                              |        |                 |        |  |                   
|                                                       |                                              |        |                 |        |  |                   
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                                              |        |                
|                                                       |                                              |        |                 |        |  |                   
|Net cash provided by/(used in) investing activities    | -                                            |        | -              
|                                                       |                                              |        |                 |        |  |                   
|                                                       |                                              |        |                 |        |  |                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                                              |        |                
|                                                       |                                              |        |                 |        |  |                   
|Proceeds from:                                         |                                              |        |                
|Short term borrowings (related party)                  | 2,573                                        |        | -              
|                                                       |                                              |        |                 |        |  |                   
|Net cash provided by/(used in) financing activities    | 2,573                                        |        | -              
|                                                       |                                              |        |                 |        |  |                   
|                                                       |                                              |        |                 |        |  |                   
|Net increase (decrease) in cash and cash equivalents   | (107)                                        |        | (299)          
|Cash and cash equivalents, beginning of period         | 107                                          |        | 350            
|                                                       |                                              |        |                 |        |  |                   
|Cash and cash equivalents, end of period               | $            -                               |        | $            51
|                                                       |                                              |        |                 |        |  |                   
|                                                       |                                              |        |                 |        |  |                   















Read the accompanying summary of significant accounting notes to

financial statements, which are an integral part of this financial statement.



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VIRILITEC INDUSTRIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

(UNAUDITED)



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.



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.



NOTE 4  GOING CONCERN



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The company reported a net loss of $57,819 for the three months ended October 31, 2003 (unaudited) and a loss of $568,370 since inception (unaudited).  Management has continued to maintain reporting compliance and seek new expansive areas in product development and marketing. The Company is aggressively pursuing strategic alliances which will bring a cash infusion, restructuring and a forward looking business plan.

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PART II.  OTHER INFORMATION



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.



Results of Operations



Three months ended October 31, 2003 and 2002



During the three month period ending October 31, 2003, the Company incurred a loss of $57,819 compared to a loss of $22,027 for the same period ended October 31, 2002.  The main components contributing to the increase in loss from year to year was a decrease in revenue generated by the Company and an increase in operating expenses in the current year.



Revenues



During the three month period ending October 31, 2003, the Companys revenues were zero compared to $1,375 for the same period ended October 31, 2002.  Revenues were principally commissions received on the sale of product, specifically virility capsules.  The decrease in revenue from year to year is due to less demand of capsules sold from year to year.



Operating Expenses



During the three months ended October 31, 2003, the company incurred $57,819 in operating expenses as compared to $23,945 for the same period in 2002. This increase was primarily driven in the area of consulting expense.



Material changes in financial condition, liquidity and capital resources



At October 31, 2003, the Company had zero in cash and cash equivalents compared to $350 for the same period in 2002.  The Company has negative working capital of approximately $221,536 at October 31, 2003.  Net cash used in operating activities for the three months ended October 31, 2003 was $2,680 compared to $299 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 used in investing activities for the three months ended October 31, 2003 or for the three months ended October 31, 2002.



Net cash provided by financing activities was a net of $2,573 for the three months ended October 31, 2003 and zero for the same period in 2002. The amount for 2003 is primarily attributable to short term borrowings from related parties which was used to extinguish a loan payable.



The Company is aggressively pursuing strategic alliances which, if successful, is expected to bring a cash infusion and the Company believes that it will be able to repay approximately $200,000 in liabilities during the third quarter.









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PART II

OTHER INFORMATION



Item 1. Legal Proceedings



None



Item 2. Changes in Securities



None



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.



a)

Exhibits attached include:



(31)

Rule 13a-14(a)/15d-14(a) Certifications

(32)

Section 906 certifications





b)  The company filed no Forms 8K during the period covered by this report.









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





Dated: November 20, 2003