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, 2000

    [ ] 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 5, 2000 the Registrant had 4,717,930 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, 2000


<TABLE>
<S>                                                                             <C>



                                                                                Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of October 31, 2000                                         3

     Statement of Income for the three months ended                               4
     October 31, 2000 and 1999 and from inception (August 11, 1998)
     through October 31, 2000

     Statement of Cash Flows for the three months ended                           5
     October 31, 2000 and 1999 and from inception (August 11, 1998)
     through October 31, 2000

     Notes to the Financial Statements for the three months                       6-7
     Ended October 31, 2000

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

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                                                        12

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

</TABLE>

                                       2

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements

                           VIRILITEC INDUSTRIES, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                              AT OCTOBER 31, 2000

                                  (UNAUDITED)

                                     Assets

Current Assets
     Cash and cash equivalents                                     $ 10,647
     Accounts receivable, net                                        19,200
     Other current assets (principally related party)                   537
                                                                 ----------
       Total current assets                                          30,384
Property and equipment, net                                             900
Other Assets                                                          7,438
                                                                 ----------
       Total assets                                                  38,721
                                                                 ==========
                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable                                                   300
     Other current liabilities                                        4,000
                                                                 ----------
       Total current liabilities                                      4,300

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;      472
          issued and outstanding - 4,717,930
     Paid in Capital                                                234,662
     Deficit accumulated during the development stage              (200,713)
                                                                 ----------
       Total Shareholder's Equity                                    34,421

        Total liabilities and shareholder's equity                 $ 38,721
                                                                 ==========

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

                                       3

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                            STATEMENT OF OPERATIONS
                FOR THE 3 MONTHS ENDED OCTOBER 31, 2000 AND 1999
              FROM INCEPTION (AUGUST 11, 1998) TO OCTOBER 31, 2000

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


                                                                                                                  Inception
                                                                        3 Months ended                        (August 11, 1998)
                                                             --------------------------------------               through
                                                               October 31, 2000      October 31, 1999          October 31, 2000
                                                             -----------------------------------------------------------------------


Revenue                                                               $ 19,200                 $ -                $ 29,400

Operating expenses:
       Salaries and payroll related                                          -              10,000                  38,460
       Other compensation expense                                            -                   -                  52,500
       Management fees                                                       -                   -                  38,500
       Travel                                                                -               6,600                  19,963
       Rent                                                                600                 450                   4,200
       Depreciation                                                        300                 300                   2,700
       Amortization                                                        213                   -                   1,063
       Professional fees                                                 8,075               4,936                  64,877
       Selling, general and administrative expenses                        120               5,532                   7,875
                                                             ------------------  ------------------      ------------------
          Total operating expenses                                       9,308              27,818                 230,137

          Loss before other income (expense)                             9,893             (27,818)               (200,737)

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


                                                             ------------------  ------------------      ------------------
Net Loss                                                                 9,893             (27,818)               (200,713)
                                                             ==================  ==================      ==================

Basic weighted average common shares outstanding                     4,716,130           4,702,100               4,412,987
                                                             ==================  ==================      ==================

Basic Loss per common share                                            $ 0.002            $ (0.006)               $ (0.045)
                                                             ==================  ==================      ==================


</TABLE>

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

                                       4

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
           FROM INCEPTION (AUGUST 11, 1998) THROUGH OCTOBER 31, 2000

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



                                                                                                                 Inception
                                                                          3 Months ended                      (August 11, 1998)
                                                             --------------------------------------              through
                                                               October 31, 2000      October 31, 1999          October 31, 2000
                                                             -----------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                      $ 9,893           $ (27,818)              $ (200,713)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
            Depreciation and amortization                                  513                 300                    3,763
            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                       -              10,000                   38,410
            Office rent applied to paid in capital                         300                 450                    3,900


Changes in Operating assets and liabilities:
            Accounts receivable and other current assets               (19,200)             (3,320)                 (19,737)
            Accounts Payable and Accrued Liabilities                    (2,775)                400                    4,300
                                                             ------------------  ------------------      -------------------

Net cash provided by/(used in) operating activities                    (11,270)            (15,052)                 (49,013)


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                                  1,800              15,000                   96,740
              Cost of common share offering                                  -                                      (24,980)
                                                             ------------------  ------------------      -------------------
Net cash provided by/(used in) financing activities                      1,800              15,000                   71,760
                                                             ------------------  ------------------      -------------------
Net increase (decrease) in cash and cash equivalents                    (9,470)                (52)                  10,647
Cash and cash equivalents, beginning of period                          20,117                 300                        -
                                                             ------------------  ------------------      -------------------
Cash and cash equivalents, end of period                              $ 10,647               $ 248                 $ 10,647
                                                             ==================  ==================      ===================

</TABLE>

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

                                       5
<PAGE>

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

                                   (Unaudited)

                                OCTOBER 31, 2000


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 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 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.
The Company did not provide any current or deferred United States federal, state
or foreign income tax provision or benefit for the period  presented  because it
has experienced  operating  losses since  inception.  The Company has provided a
full valuation allowance on the deferred tax asset,  consisting primarily of net
operating   loss   carryforwards,   because   of   uncertainty   regarding   its
realizability.

                                       6
<PAGE>

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
$9,893 for the three months  ended  October 31, 2000 and has reported net losses
of $200,713 from inception (August 11, 1998) to October 31, 2000. As reported on
the  statement  of cash flows,  the Company  incurred  negative  cash flows from
operating  activities of $11,270 for the three months ended October 31, 2000 and
has reported  deficient  cash flows from  operating  activities  of $49,013 from
inception  (August 11, 1998). To date,  these losses and cash flow  deficiencies
have been  financed  principally  through  the sale of common  stock  ($96,740).
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.


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.

                                       7
<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 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.

                                       8

<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. 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.

Results of Operations

Three months ended October 31, 2000 and 1999

During the three month period ending October 31, 2000,  the Company  sustained a
profit of $9,893 compared to a loss of $27,818 for the same period ended October
31, 1999. This was primarily driven by revenue generated in the October 31, 2000
period as well as a decrease  in  salaries  in which an  officer of the  company
waived her salary in the current quarter. The company has an accumulated deficit
since  inception  (August 11, 1998) of $200,713.  The losses since inception was
primarily driven by expenses incurred to bring the Company operational.

Revenues

During the three month period ending  October 31, 2000 , the Company's  revenues
were  $19,200  compared to zero for the same  period  ended  October  31,  1999.
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 $29,400.

Operating Expenses

During the three months ended October 31, 2000, the company  incurred  $9,308 in
operating  expenses  as  compared  to $27,818 in the same  period in 1999.  This
decrease was  primarily  driven by a decrease in salaries in which an officer of
the company waived her salary in the current quarter.

                                       9

<PAGE>

Depreciation

During the three month  period  ending  October 31, 2000,  the Company  incurred
depreciation expense in the amount of $300, which is the amount incurred for the
same period in 1999. Depreciation from inception is $2,700.

Material changes in financial condition, liquidity and capital resources

At October  31,  2000,  the  Company  had  $10,647 in cash and cash  equivalents
compared to $248 for the same period in 1999. The Company had a working  capital
of  approximately  $26,084 at October 31,  2000  compared to $1,818 for the same
period in 1999. Net cash used in operating activities for the three months ended
October 31, 2000 was $11,270 compared to $15,052 for the same period in 1999 and
$49,013  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 three months ended October 31,
2000 or for the three months ended October 31, 1999.  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 $1,800 for the three months ended
October 31, 2000 and $15,000 for the same period in 1999.  Net cash  provided by
financing  activities  since inception was $71,760.  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 three months ended  October
31,  2000,  1,800  shares of common  stock had been sold.  Since July 10,  2000,
common shares totaling 7,400 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 will review the sales numbers as sales
are  commenced,  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

                                      10

<PAGE>

provider of human sexual potency and virility nutritional  supplements to become
its supplier.  There is no guarantee that the Company will be able to locate and
retain  such a provider  and the Company has not even begun to attempt to locate
one. The Company  continually  evaluates the business market to attempt to place
itself at the most profitable  position.  While the Company currently intends to
continue to operate as discussed,  there can be no guarantee that uncontrollable
variables  will not force a  substantive  change in the  Company's  operation or
plans of operation.

         At present  the  primary  cash  outlays of the  Company  are for travel
expenses and legal and  accounting  fees  incurred by the Company as it prepares
filings associated with being a reporting company (quarterly  unaudited reports,
annual reports,  etc.). Management believes that between cash on hand, cash flow
from revenues and anticipated  equity  financing there will be sufficient  funds
for the Company's  operations for the next 12 months.  The Company believes that
further  costs  (such as salary  for Mrs.  Roth) are  expected  to be covered by
revenue generated by the Company's sales. The agreement with Mrs. Roth calls for
her to be paid up to $40,000 from the  proceeds of sales of the Product.  Should
sales  levels  not  allow for her to  receive  her full  compensation,  she will
receive  compensation  from available funds after the Company  satisfies all its
other obligations. The only other anticipated expense not currently provided for
is the advertising  budget.  Management is currently  exploring  various options
including  the sale of  additional  stock  and/or  warrants,  bank  financing or
personal  loans by  management  or family  members.  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 1,800 common  shares at $1.00
per share.  These  shares were issued  outside of the United  States to non-U.S.
residents pursuant to the exemption from registration contained in Regulation S.

Item 3. Defaults Upon Senior Securities

                  None.

Item 4. Submission of Matters to Vote of Security Holders

                  None.

                                       11

<PAGE>

Item 5. Other Information

                  None.

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

         Exhibit 27 - Financial Data Schedule

                                       12
<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 8, 2000