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, 2001

    [ ] 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, 2001 the Registrant  had 4,739,130  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, 2001




                                                                           Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of January 31, 2001                                   3

     Statement of Income for the three and six months ended                 4
     January 31, 2001 and 2000 and from inception (August 11, 1998)
     through January 31, 2001

     Statement of Cash Flows for the three and six months ended             5
     January 31, 2001 and 2000 and from inception (August 11, 1998)
     through January 31, 2001

     Notes to the Financial Statements for the six months                  6-7
     Ended January 31, 2001

Item 2.  Management's Discussion and Analysis                             8-11

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                  12

Item 2.  Changes in Securities                                              12

Item 3.  Defaults Upon Senior Securities                                    12

Item 4.  Submission of Matters to a Vote of Security Holders                12

Item 5.  Other Information                                                  12

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

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

                           VIRILITEC INDUSTRIES, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                              AT JANUARY 31, 2001

                                  (UNAUDITED)


                                     Assets
                                     ------

Current Assets
     Cash and cash equivalents                                       $ 31,261
     Accounts receivable, net                                           9,320
     Other current assets (principally related party)                   4,037
                                                                  -----------
       Total current assets                                            44,619
Property and equipment, net                                               600
Other Assets                                                            7,225
                                                                  -----------
       Total assets                                                    52,444
                                                                  ===========
                      Liabilities and Shareholder's Equity
                      -------------------------------------

Current Liabilities
     Accounts payable                                                   1,200
     Other current liabilities                                            500
                                                                   ----------
       Total current liabilities                                        1,700

Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;        474
          issued and outstanding - 4,739,130
     Paid in Capital                                                  255,860
     Share subscription receivable                                    (10,000)
     Deficit accumulated during the development stage                (195,590)
                                                                    ---------
       Total Shareholder's Equity                                      50,744

       Total liabilities and shareholder's equity                    $ 52,444
                                                                    =========

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 OPERATIONS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2001 AND 2000
               FOR THE SIX MONTHS ENDED JANUARY 31, 2001 AND 2000
              FROM INCEPTION (AUGUST 11, 1998) TO JANUARY 31, 2001

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



                                                        Three months           Six months                    Inception
                                                      ended January 31,     ended January 31,             (August 11, 1998)
                                                   -------------------------------------------------------    through
                                                      2001        2000          2001        2000           January 31, 2001
                                                   ----------  -----------   ----------  -----------      -----------------

Sales Arranged                                      $ 23,300          $ -     $ 71,300          $ -               $ 71,300
                                                   ==========  ===========   ==========  ===========      =================


Revenue                                              $ 9,320          $ -     $ 28,520          $ -               $ 38,720

Operating expenses:
       Salaries and payroll related                        -       10,000            -       20,000                 38,460
       Other compensation expense                          -            -            -            -                 52,500
       Management fees                                     -            -            -            -                 38,500
       Travel                                              -            -            -        6,600                 19,963
       Rent                                              900          450        1,500          900                  5,100
       Depreciation                                      300          300          600          600                  3,000
       Amortization                                      213            -          425            -                  1,275
       Professional fees                               2,775            -       10,850        4,936                 67,652
       Selling, general and administrative expenses       10       11,320          130       16,852                  7,885
                                                   ----------  -----------   ----------  -----------      -----------------
          Total operating expenses                     4,198       22,070       13,505       49,888                234,334

          Loss before other income (expense)           5,122      (22,070)      15,015      (49,888)              (195,614)

Other income (expense):
       Interest income                                     -            -            -            -                     24
       Interest expense                                    -            -            -            -                      -
                                                   ----------  -----------   ----------  -----------      -----------------
          Total other income (expense)                     -            -            -            -                     24


                                                   ----------  -----------   ----------  -----------      -----------------
                                                   ----------  -----------   ----------  -----------      -----------------
Net Income (Loss)                                      5,122      (22,070)      15,015      (49,888)              (195,590)
                                                   ==========  ===========   ==========  ===========      =================

Basic weighted average common shares outstanding   4,718,802    4,702,100    4,717,076    4,702,100              4,444,075
                                                   ==========  ===========   ==========  ===========      =================

Basic Loss per common share                          $ 0.001     $ (0.005)     $ 0.003     $ (0.011)              $ (0.044)
                                                   ==========  ===========   ==========  ===========      =================
</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.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JANUARY 31, 2001 AND 2000
           FROM INCEPTION (AUGUST 11, 1998) THROUGH JANUARY 31, 2001

                                  (UNAUDITED)


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


                                                                                                   Inception
                                                                       6 Months ended          (August 11, 1998)
                                                   --------------------------------------            through
                                                     January 31, 2001      January 31, 2000     January 31, 2001
                                                   ---------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                           $ 15,015           $ (49,888)              $ (195,590)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
     Depreciation and amortization                             1,025                 600                    4,275
     Issuance of shares for officer compensation                   -                   -                   52,500
     Issuance of shares for professional fees                      -               4,936                   30,064
     Issuance of shares for management fee                         -                                       38,500
     Officers salary applied to paid in capital                    -              20,000                   38,410
     Office rent applied to paid in capital                      300                 900                    3,900

Changes in Operating assets and liabilities:
     Accounts receivable and other current assets            (12,820)             (8,720)                 (13,357)
     Accounts Payable and Accrued Liabilities                 (5,375)              4,931                    1,700
                                                       ------------------  ------------------      -------------------
Net cash provided by/(used in) investing activities           (1,856)            (27,241)                 (39,598)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Property and equipment                                 -                                       (3,600)
Payment for license                                                -                                       (8,500)
                                                   ------------------  ------------------      -------------------
Net cash provided by/(used in) investing activities                -                   -                  (12,100)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
  Issuance of common shares                                   13,000              35,000                  107,940
  Cost of common share offering                                    -              (1,113)                 (24,980)
                                                   ------------------  ------------------      -------------------
Net cash provided by/(used in) financing activities           13,000              33,887                   82,960
                                                   ------------------  ------------------      -------------------

Net increase (decrease) in cash and cash equivalents          11,144               6,646                   31,261
Cash and cash equivalents, beginning of period                20,117                 300                        -
                                                   ------------------  ------------------      -------------------

Cash and cash equivalents, end of period                    $ 31,261             $ 6,946                 $ 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.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 -BASIS OF PRESENTATION

         The  accompanying   unaudited   consolidated  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 LOSS PER SHARE

         Basic earnings (loss) per share is computed using the  weighted-average
number of common shares outstanding during the period.  Options and warrants are
not considered since considering such items would have an antidilutive effect.

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Unaudited)

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 profit of
$15,015 for the six months ended January 31, 2001 and has reported net losses of
$195,590  from  inception  (August 11, 1998) to January 31, 2001. As reported on
the  statement  of cash flows,  the Company  incurred  negative  cash flows from
operating activities of $1,856 for the six months ended January 31, 2001 and has
reported  deficient  cash  flows  from  operating  activities  of  $39,598  from
inception  (August 11, 1998). To date,  these losses and cash flow  deficiencies
have been  financed  principally  through the sale of common  stock  ($107,940).
Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
sufficient  working  capital for its planned  activity.  The  management  of the
Company has  developed  a  strategy,  which it  believes  will  accomplish  this
objective through additional equity funding, and long term financing, which will
enable the Company to operate for the year. The Company  anticipates more orders
to be  submitted  by agents and filled by the  manufacturer  in the year and the
volume to increase  which will  contribute to attaining a profitable  operations
for the Company.

NOTE 5 - STOCKHOLDER'S EQUITY

         On October 31, 2000 the Company  sold 1,800 shares of common stock at a
price of $1.00 per share.  In January  2001 the Company  sold  21,200  shares of
common stock at a price of $1.00 per share,  of which  $10,000 was not collected
and  reflected  as share  subscription  receivable.  Following  the close of the
quarter, these funds were collected.

NOTE 6 - PAID IN CAPITAL

         In August and September  2000, the Company  incurred office rent in the
amount of $150.00 per month totaling  $300.00.  During this period,  the Company
maintained its corporate offices at an office of one of its  shareholders.  This
amount was  applied  against  paid in  capital  since it was not paid and deemed
contributed by the shareholder.

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.

<PAGE>

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 May 15,
2000,  the  manufacturer,  Vitahealth  Scientific  Inc., a New York  corporation
("Vitahealth"),  filed a patent application in Israel covering the Product.  The
application is currently pending.

         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.

         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.

<PAGE>

Results of Operations

Three and six months ended January 31, 2001 and 2000

During the three month period ending January 31, 2001,  the Company  generated a
profit of $5,122 compared to a loss of $22,070 for the same period ended January
31, 2001. This was primarily driven by revenue generated in the January 31, 2001
period as well as a decrease  in  salaries  in which an  officer of the  company
waived  her  salary in the  current  quarter  and  lower  selling,  general  and
administrative  expenses.  During the six month period ending  January 31, 2001,
the Company  generated a profit of $15,015 compared to a loss of $49,888 for the
same  period  ended  January  31,  2001.  This was  primarily  driven by revenue
generated  in the  January  31, 2001 period as well as a decrease in salaries in
which an officer of the  company  waived her salary in the  current  quarter and
lower  selling,   general  and  administrative  expenses.  The  company  has  an
accumulated  deficit since inception  (August 11, 1998) of $195,590.  The losses
since inception were primarily driven by expenses  incurred to bring the Company
operational.

Revenues

During the three month period ending January 31, 2001, the Company revenues were
$9,320  compared to zero for the same period ended January 31, 2000.  During the
six month period  ending  January 31, 2001,  the Company  revenues  were $28,520
compared to zero for the same period ended January 31, 2000. Revenues are in the
form of distributor fees derived  principally  from commissions  received on the
sale of  product.  Since  inception  (August  11,1998)  revenues  in the form of
distributor fees derived  principally  from commissions  received on the sale of
product were $38,720.

Operating Expenses

During the three months ended January 31, 2001, the company  incurred  $4,198 in
operating  expenses  as  compared  to $22,070 in the same  period in 2000.  This
decrease was  primarily  driven by a decrease in salaries in which an officer of
the company waived her salary in the current quarter and lower selling,  general
and administrative expenses. During the three months ended January 31, 2001, the
company  incurred  $13,505 in  operating  expenses as compared to $49,888 in the
same  period in 2000.  This  decrease  was  primarily  driven by a  decrease  in
salaries  in which an officer of the  company  waived her salary in the  current
quarter and lower selling, general and administrative expenses

Depreciation

During the three month  period  ending  January 31, 2001,  the Company  incurred
depreciation  expense  in the  amounts  of $300  compared  to $300  for the same
periods in 2000.  During the six month  period  ending  January  31,  2001,  the
Company  incurred  depreciation  expense in the amounts of $300 compared to $300
for the same periods in 2000. Depreciation from inception is $3,000.

Material changes in financial condition, liquidity and capital resources

At January  31,  2001,  the  Company  had  $31,261 in cash and cash  equivalents
compared  to $6,946  for the same  period  in 2000.  The  Company  had a working
capital of approximately  $42,919 at January 31, 2001 compared to $9,385 for the

<PAGE>

same period in 2000.  Net cash used in operating  activities  for the six months
ended  January  31,  2001 was $1,856  compared to $27,241 for the same period in
2000 and  $39,598  since  inception.  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,
2001 or for the six months ended  January 31,  2000.  Net cash used in investing
activities  since inception was $12,100.  The net cash used was for the purchase
of equipment and distributor rights.

Net cash  provided  by  financing  activities  was a net of $13,000  for the six
months ended January 31, 2001 and $33,887 for the same period in 2000.  Net cash
provided since inception was $82,960.  These amounts are primarily  attributable
from sale of shares through private placements for both periods.

On July 10,  2000,  the Board of  Directors  approved a  resolution  whereas the
Company may commence a private placement offering to sell up to 75,000 shares of
common stock at a price of $1.00 per share. For the six months ended January 31,
2001,  23,000 shares of common stock had been sold. Since July 10, 2000,  common
shares totaling 28,600 have been sold from the private placement.

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
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.

<PAGE>

         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.  Other than as  specifically
identified,  the Company does not forsee the need to raise  additional  funds in
the next 12 months.

         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.

                                    PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

                  None.

Item 2. Changes in Securities

         During the quarter,  the Company  sold an  aggregate  of 21,200  common
shares at $1.00 per share.  6,200 of these  shares were  issued to one  non-U.S.
person pursuant to the exemption from registration contained in Regulation S and
an  aggregate  of 15,000  shares  were  sold to two  investors  pursuant  to the
exemption from registration contained in Regulation D, Rule 505.

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.

         Exhibit 27 - Financial Data Schedule


<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 14, 2001