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 April 30, 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 June 14, 2002 the  Registrant  had  4,839,130  shares of its Common  Stock
outstanding

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

<PAGE>

                              Index to Form 10-QSB
                      For the Quarter ended April 30, 2002


                                                                       Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of April 30, 2002                                 3

     Statement of Income for the three and nine months ended            4
     April 30, 2002 and 2001

     Statement of Cash Flows for the nine months ended                  5
     April 30, 2002 and 2001

     Notes to the Financial Statements for the nine months              6
     ended April 30, 2002

Item 2.  Management's Discussion and Analysis                           7-10

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                               12

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements


                           VIRILITEC INDUSTRIES, INC.
                                 BALANCE SHEET
                               AT APRIL 30, 2002
                                  (UNAUDITED)


                                     Assets

<TABLE>
<S>                                                                                            <C>

Current Assets
     Cash and cash equivalents                                                                    $ 135
     Receivables - net                                                                           19,360

       Total current assets                                                                      19,495
Other Assets                                                                                      6,163

       Total assets                                                                              25,658
                                                                                          ==================

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                                                    15,242

       Total current liabilities                                                                 15,242

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;                                  484
          issued and outstanding - 4,839,130
     Paid in Capital                                                                            280,850
     Accumulated deficit                                                                       (270,918)

       Total Shareholder's Equity                                                                10,416

       Total liabilities and shareholder's equity                                              $ 25,658
                                                                                         ==================

</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.
                            STATEMENT OF OPERATIONS
          FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2002 AND 2001
                                  (UNAUDITED)


<TABLE>


                                                             Three months ended                    Nine months ended
                                                      April 30, 2002     April 30, 2001     April 30, 2002    April 30, 2001
                                                    ------------------------------------------------------------------------

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

Revenue                                                    $ 3,600            $ 8,240           $ 14,900           $ 36,760

Operating expenses:
       Research & Development                                    -                  -              5,500                  -
       Consulting                                           25,125                  -             35,342                  -
       Rent                                                    900                900              2,700              2,400
       Depreciation                                              -                300                  -                900
       Amortization                                            213                213                638                638
       Professional fees                                       150             15,828              1,150             26,678
       Selling, general and administrative expenses         20,305              3,180             23,207              3,310
                                                    ---------------    ---------------    ---------------    ---------------
          Total operating expenses                          46,693             20,421             68,537             33,926

          Loss before other income (expense)               (43,093)           (12,181)           (53,637)             2,834

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


                                                    ---------------    ---------------    ---------------    ---------------
                                                    ---------------    ---------------    ---------------    ---------------
Net Loss                                                   (43,093)           (12,181)           (53,637)             2,834
                                                    ===============    ===============    ===============    ===============

Basic weighted average common shares outstanding         4,839,130          4,739,130          4,839,130          4,724,159
                                                    ===============    ===============    ===============    ===============

Basic Loss per common share                               $ (0.009)          $ (0.003)          $ (0.011)           $ 0.001
                                                    ===============    ===============    ===============    ===============

</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.
                            STATEMENT OF CASH FLOWS
               FOR THE NINE MONTHS ENDED APRIL 30, 2002 AND 2001
                                  (UNAUDITED)

<TABLE>


                                                                                      Nine months ended
                                                                                April 30, 2002      April 30, 2001
                                                                           ----------------------------------------
<S>                                                                              <C>                       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                                $ (53,637)                $ 2,834
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                            638                   1,538
              Office rent applied to paid in capital                                     -                     300


Changes in Operating assets and liabilities:
              Accounts Receivable and other current assets                          (5,327)                (14,715)
              Accounts Payable and Accrued Liabilities                              11,242                  (4,975)
                                                                           ----------------        ----------------

Net cash provided by/(used in) operating activities                                (47,085)                (15,019)


CASH FLOWS FROM INVESTING ACTIVITIES:

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


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
                Issuance of common shares                                           25,000                  23,000
                                                                           ----------------        ----------------

Net cash provided by/(used in) financing activities                                 25,000                  23,000
                                                                           ----------------        ----------------


Net increase (decrease) in cash and cash equivalents                               (22,085)                  7,981
Cash and cash equivalents, beginning of period                                      22,220                  20,117
                                                                           ----------------        ----------------

Cash and cash equivalents, end of period                                             $ 135                $ 28,098
                                                                           ================        ================
</TABLE>

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

<PAGE>


                           VIRILITEC INDUSTRIES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Unaudited)

                                 APRIL 30, 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.

         The   accompanying   financial   statements   reflect  that   Virilitec
Industries,  Inc. is no longer  considered to be in the development  stage. From
inception (August 11, 1998) through July 31, 2001, The Company was considered to
be in the development stage.

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>

Item 2. Management's Discussion and Analysis of Financial Condition

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 Scientific,  Inc., a New York corporation
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, 2002.  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.

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.

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 $150,000 to support the development of
a second  generation  of the  machine,  the Comany  acquired a 49%  interest  in
PowerMedics.

In May and June 2002,  the Company  entered into a  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.

Results of Operations

Three and nine months ended April 30, 2002 and 2001

During the three month period ending April 30, 2002, the Company incurred a loss
of $43,093  compared to a loss of $12,181  for the same  period  ended April 30,
2001. During the nine month period ending April 30, 2002, the Company incurred a
loss of $53,637  compared to a profit of $2,834 for the same period  ended April
30, 2001. The losses for the current  periods can be  attributable to a decrease
in revenues  and an  increase  in  consulting  expenses.  The company  generated
revenue for the three  months  ended April 30, 2002 in the amount of $3,600,  as
compared to $8,240 for the same period in the prior year. The company  generated
revenue for the nine months ended January 31, 2002 in the amount of $14,900,  as
compared  to $36,760  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
increased  in the  area  of  research  and  development  and  consulting  due to
contractual commitments entered into by the Company during this current quarter.

<PAGE>

Revenues

During the three month period ending April 30, 2002,  the Company  revenues were
$3,600  compared to $8,240 for the same period ended April 30, 2001.  During the
nine month  period  ending  April 30, 2002,  the Company  revenues  were $14,900
compared to $36,760 for the same period  ended April 30,  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 April 30, 2002,  the company  incurred  $46,693 in
operating  expenses  as  compared  to $20,421 in the same  period in 2001.  This
increase  was  primarily  driven in the area of  consulting  due to  contractual
commitments  entered into by the Company during this current quarter offset by a
decrease  in  professional  fees in the same  period  in 2001  due to  reporting
compliance  requirements.  During the nine  months  ended  April 30,  2002,  the
company  incurred  $68,537 in  operating  expenses as compared to $33,926 in the
same period in 2001. This increase was primarily  driven in the area of research
and  development and consulting due to contractual  commitments  entered into by
the Company  during this current  quarter  offset by a decrease in  professional
fees in the same period in 2001 due to reporting compliance requirements.

Material changes in financial condition, liquidity and capital resources

At April 30, 2002, the Company had $135 in cash and cash equivalents compared to
$28,098  for the same  period in 2001.  The  Company  had a working  capital  of
approximately  $24,151 at April 30, 2002  compared to $41,250 at April 30, 2001.
Net cash used in operating  activities  for the nine months ended April 30, 2002
was  $47,085  compared  to $15,019  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 used in  investing  activities  for the three months ended April 30,
2002 or for the three months ended April 30, 2001.

Net cash  provided by financing  activities  for the nine months ended April 30,
2002 was $25,000  compared to $23,000 for the same period in 2001. These amounts
are primarily attributable from sale of shares through private placements.

<PAGE>

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.

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.

The  Company  does not expect to  conduct  any  material  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.

<PAGE>

New Product

As  disclosed  above,  the  Company  has  committed  to (i) invest  $200,000  by
September 15, 2002 in a foreign  corporation for the development and manufacture
of a cream and spray for use by people with psoriasis and another product in the
neutracudical  field  and  (ii)  purchase  a 49%  interet  in a  device  for the
treatment of psoraisis for $150,000.  By expanding its product line, the Company
hopes to increase its revenues.  In order to fund its  obligations,  the Company
intends to  commence  an equity  financing  during the third  quarter of 2002 to
raise up to $1 million.  The  Company  has no  specific  plans as to how it will
raise  these  funds.  No  assurance  can be  given  that the  financing  will be
successful.

Scientific Advisory Board

During this fiscal  year,  the Company  formed a  Scientific  Advisory  Board to
consist of people with experience in medicine and related fields for the purpose
of having  access to  qualified  people to advise the Company with regard to its
existing products and to review additional products.

During August,  the Company  appointed Dr. Albert M. Lefkowitz to be Chairman of
the Scientific  Advisory Board. Dr. Lefkowitz is a world renowned medical doctor
with a specialty in dermatology.  Dr. Lefkowitz has been associated with the Mt.
Sinai  School  of  Medicine  in New York  City for  more  than 35 years  and has
received numerous honors and awards. Dr. Lefkowitz has also been associated with
the New York Medical  College since 1966. Dr.  Lefkowitz has performed  research
work on lupus  erythematosus  at the State  University of New York, has authored
fourteen papers in the field of dermatology and has participated in lectures and
presentations in over forty programs.

The Company also appointed  Jerry G. Kilgore to the Scientific  Advisory  Board.
Mr. Kilgore has been employed since 1984 as the President of MicroTech  Medical.
From 1974 to 1981 he was a developmental  microbiologist at St. Joseph Hospital,
Denver,  Colorado  during which time he  participated  in numerous  microbiology
projects with primary  emphasis on the effects of  antibiotics.  Mr. Kilgore was
the laboratory director at the U.S. Kirk Army Hospital, Aberdeen Proving Ground,
Maryland from 1968 to 1972 where he was directly  responsible for all aspects of
operations  relating  to the  clinical  laboratory.  Mr.  Kilgore is a Certified
Medical  Technologist  registered by the American Society of Clinical Pathology,
has been a frequent  speaker  at  numerous  workshops  and  seminars  and either
authored or contributed to over twenty technical publications. Mr. Kilgore has a
B.S.  in Medical  Technology  from Ohio State  University  and an M.A. in Health
Facility Management from Webster College in St. Louis, Missouri.

In February 2002,  the Company  appointed Dr. David Leon Cohen to the Scientific
Advisory Board.  Dr. Cohen  specializes in the treatment of skin diseases and is
currently a clinical  instructor in the  Department of  Dermatology at the Mount
Sinai School of Medicine.  Dr. Cohen has an M.D.  from the Mount Sinai School of
Medicine and a Master in  Neuroscience  from the Chicago  Medical School and his
experience includes staff positions in numerous New York hospitals. Dr. Cohen is
certified  by the  American  Board of  Dermatology  and is a  Diplomat  with the
National Board of Medical Examiners.


<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.

        None

<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


June 14, 2002