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, 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 December 14, 2002 the Registrant had 8,169,130  shares of its Common Stock
outstanding

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


<PAGE>

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

<TABLE>
<S>                                                                                   <C>
                                                                                       Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of October 31, 2002                                               3

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

     Statement of Cash Flows for the three months ended                                 5
     October 31, 2002 and 2001

     Notes to the Financial Statements for the three months                            6-7
     ended October 31, 2002

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

                           VIRILITEC INDUSTRIES, INC.
                        STATEMENT OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
<TABLE>

                                     Assets
                                     ------
<S>                                                                                  <C>
                                                                                       October 31, 2002
                                                                                      -----------------
Current Assets
     Cash and cash equivalents                                                                     $ 51
     Receivables                                                                                  1,375
     Other current assets (principally related party)                                             1,138
                                                                                      -----------------
       Total current assets                                                                       2,565
Other Assets                                                                                      5,738
                                                                                      -----------------
       Total assets                                                                               8,302
                                                                                      =================


                      Liabilities and Shareholder's Equity

Current Liabilities
     Accrued payroll and related benefits                                                        25,577
     Accrued professional fees                                                                   24,426
     Note payable - short term                                                                   12,625
                                                                                      -----------------
       Total current liabilities                                                                 62,628

Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;                                  817
          issued and outstanding - 8,169,130
     Paid in Capital                                                                            426,017
     Subscription receivable (related party)                                                    (99,750)
     Accumulated deficit                                                                       (381,410)
                                                                                      -----------------
       Total Shareholder's Equity                                                               (54,326)
        Total liabilities and shareholder's equity                                              $ 8,302
                                                                                      =================
</TABLE>

Read the accompnaying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                             STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
<TABLE>

                                                                                   Three months ended
                                                                          October 31, 2002     October 31, 2001
                                                                       ----------------------------------------
<S>                                                                   <C>                    <C>
Revenue                                                                        $ 1,375                 $77,200

Cost of revenue                                                                    213                     213
                                                                       ----------------       -----------------

Gross profit                                                                     1,163                   6,988


Operating expenses:
       Salaries and payroll related                                             18,839                       -
       Research and development                                                  3,600                   5,500
       Travel                                                                      395
       Rent                                                                        550                     900
       Professional fees                                                           387                     500
       Consulting                                                                    -                   5,092
       Selling, general and administrative expenses                                174                   2,113
                                                                       ----------------       -----------------
          Total operating expenses                                              23,944                  14,105

          Loss before other income (expense)                                   (22,782)                 (7,117)

Other income (expense):
       Interest income (related party)                                             880                       -
       Interest expense                                                           (125)                      -
                                                                       ----------------       -----------------
          Total other income (expense)                                             755                       -


                                                                       ----------------       -----------------
Net Loss                                                                       (22,027)                 (7,117)
                                                                       ================       =================

Basic weighted average common shares outstanding                             8,169,130               4,739,130
                                                                       ================       =================

Basic Loss per common share                                                    $ (0.00)                $ (0.00)
                                                                       ================       =================
</TABLE>

Read the accompnaying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                             STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>

                                                                                             Three months ended
                                                                               October 31, 2002        October 31, 2001
                                                                           ------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                     <C>
Net Income (Loss)                                                                $ (22,027)               $ (7,117)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                            213                     213


Changes in Operating assets and liabilities:
              Accounts Receivable and other current assets                           3,665                 (21,257)
              Accounts Payable and Accrued Liabilities                              17,850                   6,192
                                                                           ----------------        ----------------

Net cash provided by/(used in) operating activities                                   (299)                (21,970)


CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by/(used in) investing activities                                      -                       -


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:

Net cash provided by/(used in) financing activities                                      -                       -


Net increase (decrease) in cash and cash equivalents                                  (299)                (21,970)
Cash and cash equivalents, beginning of period                                         350                  22,220
                                                                           ----------------        ----------------

Cash and cash equivalents, end of period                                              $ 51                   $ 250
                                                                           ================        ================


</TABLE>

Read the accompnaying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.
<PAGE>
                           VIRILITEC INDUSTRIES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Unaudited)

                                OCTOBER 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 10K-SB 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.
<PAGE>

NOTE - 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
$22,027 for the three months ended October 31, 2002 (unaudited) and a loss of
$381,410 since inception (unaudited). Management has continued to maintain
reporting compliance and seek new expansive areas in product development and
marketing. Management intends to seek new capital from new equity security
issuance's that will provide funds needed to increase liquidity, fund internal
growth, and fully implement its business plan.

<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, 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 the ccoming 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
are regulated as drugs and no claims of medicinal value are claimed. As of
October 31, 2002 due to limited funds available, the Company has only paid
$8,000. Meditech has agreed to extend the due dates for payment.

On February 25, 2002, the Comany 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 Comany acquired a 49% interest in
PowerMedics. As of October 31, 2002, no funds have been paid and PowerMedics has
agreed to extend the Closing date.

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
agreement gives the Company exclusive worldwide distribution rights for a fee of
$15,000. As of October 31, 2002, no funds have been paid and both companies have
agreed to extend the deadline for payment


Results of Operations

Three months ended October 31, 2002 and 2001

During the three month period ending October 31, 2002, the Company incurred a
loss of $22,027 compared to a loss of $7,117 for the same period ended October
31, 2001. 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 October 31, 2002 in the amount of
$1,375, as compared to $7,200 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 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.
<PAGE>

Revenues

During the three month period ending October 31, 2002, the Company revenues were
$1,375 compared to $7,200 for the same period ended October 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 October 31, 2002, the company incurred $23,944 in
operating expenses as compared to $14,105 in the same period in 2001. 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 six months offset by a decrease in research and devolment and consulting.

Material changes in financial condition, liquidity and capital resources

At October 31, 2002, the Company had $51 in cash and cash equivalents compared
to $250 for the same period in 2001. The Company had negative working capital of
approximately $60,063 at October 31, 2002. Net cash used in operating activities
for the three months ended October 31, 2002 was $299 compared to $21,970 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 provided from or used in investing activities for the nine months
ended October 31, 2002.

No cash was provided from or used in financing activities for the nine months
ended October 31, 2002.

     As described in greater detail above, the Company is attempting to expand
its product list by adding itmes 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 additonal capital to fund its activities and
intends to commence a private placement during the last quarrter of 2002. If the
financing is unsuccessful the Company may have to cease operations and/or look
for a merger candidate.

<PAGE>

                                     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.

                  Exhibit 99.1 - Sarbanes-Oxley Certification

<PAGE>
CERTIFICATIONS

Each of the undersigned hereby certify that:

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

     2.   Based on my knowledge, this quarterly 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 quarterly report; and

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly 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
          quarterly 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 October 31, 2002; 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:  December 13, 2002

/s/ Jacob Roth                               /s/ Moshe Laufer
-------------------                          -------------------
Jacob Roth, CEO                              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.



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


December 14, 2002

<PAGE>


<PAGE>

                                  Exhibit 99.1


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

In connection with the quarterly filing of Virilitec Industries, Inc., a
Delaware corporation (the "Company"), on Form 10-QSB for the period ended
October 31, 2002, as filed with the Securities and Exchange Commission (the
"Report"), the undersigned, Jacob Roth and Moshe Laufer, the Chief Executive
Officer and Treasurer (chief financial officer), respectively, of the Company,
each hereby certify, 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: December 13, 2002

/s/ Jacob Roth                               /s/ Moshe Laufer
--------------------                         --------------------
Jacob Roth, CEO                              Moshe Laufer, Treasurer