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, 2001

    [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-25659

                           VIRILITEC INDUSTRIES, INC.
        (exact name of small business issuer as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   11-3447894
                        (IRS Employer Identification No.)

                236 Broadway Ave., Suite 201, Brooklyn, NY 11211
                    (Address of principal executive offices)

                            (800) 775-0712 ext. 4144
                         (Registrant's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 of 15(d) of the Exchange Act during the past 12 months, and (2) has been
subject to such filing requirements for the past 90 days.

YES [X]    NO [  ]

As of May 31,  2001 the  Registrant  had  4,739,130  shares of its Common  Stock
outstanding

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

<PAGE>

                              Index to Form 10-QSB
                      For the Quarter ended April 30, 2001

<TABLE>
<S>                                                                                    <C>

                                                                                       Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of April 30, 2001                                                  3

     Statement of Income for the three and nine months ended                             4
     April 30, 2001 and 2000 and from inception (August 11, 1998)
     through April 30, 2001

     Statement of Cash Flows for the three and nine months ended                         5
     April 30, 2001 and 2000 and from inception (August 11, 1998)
     through April 30, 2001

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

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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                                              12

Item 2.  Changes in Securities                                                          12

Item 3.  Defaults Upon Senior Securities                                                12

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

Item 5.  Other Information                                                              12

Item 6.  Exhibits and Reports on Form 8-K                                               13

</TABLE>

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.           Financial Statements


                           VIRILITEC INDUSTRIES INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEET
                               AT APRIL 30, 2001

                                  (UNAUDITED)


                                     Assets

<TABLE>
<S>                                                                                      <C>

Current Assets
     Cash and cash equivalents                                                                 $ 28,098
     Accounts receivable, net                                                                     8,240
     Other current assets (principally related party)                                             7,012

       Total current assets                                                                      43,350
Property and equipment, net                                                                         300
Other Assets                                                                                      7,013

       Total assets                                                                              50,663
                                                                                          ==================

                      Liabilities and Shareholder's Equity

Current Liabilities
    Accounts payable                                                                              2,100

       Total current liabilities                                                                  2,100

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;                                  474
          issued and outstanding - 4,739,130
     Paid in Capital                                                                            255,860
     Deficit accumulated during the development stage                                          (207,771)

       Total Shareholder's Equity                                                                48,563

        Total liabilities and shareholder's equity                                             $ 50,663
                                                                                          ==================
</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 MONTHS ENDED APRIL 30, 2001 AND 2000
               FOR THE NINE MONTHS ENDED APRIL 30, 2001 AND 2000
             FROM THE INCEPTION (AUGUST 11, 1998) TO APRIL 30, 2001

                                  (UNAUDITED)

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


                                                                                                              Inception
                                                             Three months              Nine months         (August 11, 1998)
                                                             ended April 30,           ended April 30,         through
                                                   -----------------------   -----------------------
                                                      2001        2000          2001        2000           April 30, 2001
                                                   ----------  -----------   ----------  -----------      -----------------

Sales Arranged                                      $ 20,600          $ -     $ 91,900          $ -               $ 91,900
                                                   ==========  ===========   ==========  ===========      =================


Revenue                                              $ 8,240          $ -     $ 36,760          $ -               $ 46,960

Operating expenses:
       Salaries and payroll related                        -       10,000            -       30,000                 38,460
       Other compensation expense                          -                         -                              52,500
       Management fees                                     -                         -                              38,500
       Travel                                              -        1,892            -        8,492                 19,963
       Rent                                              900          450        2,400        1,350                  6,000
       Depreciation                                      300          300          900          900                  3,300
       Amortization                                      213            -          638            -                  1,488
       Professional fees                              15,828            -       26,678        4,936                 83,480
       Selling, general and administrative expenses    3,180        1,772        3,310       18,624                 11,065
                                                   ----------  -----------   ----------  -----------      -----------------
          Total operating expenses                    20,421       14,414       33,926       64,302                254,755

          Loss before other income (expense)         (12,181)     (14,414)       2,834      (64,302)              (207,795)

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


                                                   ----------  -----------   ----------  -----------      -----------------
                                                   ----------  -----------   ----------  -----------      -----------------
Net Income (Loss)                                    (12,181)     (14,414)       2,834      (64,302)              (207,771)
                                                   ==========  ===========   ==========  ===========      =================

Basic weighted average common shares outstanding   4,739,130    4,702,100    4,724,529    4,702,100              4,470,494
                                                   ==========  ===========   ==========  ===========      =================

Basic Loss per common share                         $ (0.003)    $ (0.003)     $ 0.001     $ (0.014)              $ (0.046)
                                                   ==========  ===========   ==========  ===========      =================

</TABLE>

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

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
               FOR THE NINE MONTHS ENDED APRIL 30, 2001 AND 2000
            FROM INCEPTION (AUGUST 11, 1998) THROUGH APRIL 30, 2001

                                  (UNAUDITED)

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

                                                                                                       Inception
                                                                      Nine Months ended            (August 11, 1998)
                                                   ---------------------------------------              through
                                                      April 30, 2001      April 30, 2000            April 30, 2001
                                                    ------------------  ------------------        -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                           $ 2,834           $ (64,302)              $ (207,771)
Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
          Depreciation for officer compensation               1,538                 900                    4,788
          Issuance of shares for officer compensation             -                   -                   52,500
          Issuance of shares for professional fee                 -               4,936                   30,064
          Issuance of shares for management fee                   -                                       38,500
          Officers salary applied to paid in capital              -              30,000                   38,410
          Office rent applied to paid in capital                300               1,350                    3,900


Changes in Operating assets and liabilities:
          Accounts receivable and other current assets      (14,715)             (6,228)                 (15,252)
          Accounts Payable and Accrued Liabilities           (4,975)              1,651                    2,100
                                                       ------------------  ------------------      -------------------
Net cash provided by (used in) operating activities         (15,019)            (31,693)                 (52,761)

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                          23,000              43,210                  117,940
          Cost of common share offering                           -              (1,113)                 (24,980)
                                                       ------------------  ------------------      -------------------
Net cash provided by (used in) financing activities          23,000              42,097                   92,960
                                                       ------------------  ------------------      -------------------

Net increase (decrease) in cash and cash equivalents          7,981              10,404                   28,098
Cash and cash equivalents, beginning of period               20,117                 300                        -
                                                       ------------------  ------------------      -------------------

Cash and cash equivalents, end of period                   $ 28,098            $ 10,704                 $ 28,098
                                                       ==================  ==================      ===================

</TABLE>

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

<PAGE>

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

                                   (Unaudited)

                                 APRIL 30, 2001


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 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 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
$2,834 for the nine months ended April 30, 2001 (unaudited) and has reported net
losses  of  $207,771  from  inception  (August  11,  1998)  to  April  30,  2001
(unaudited).  As reported on the statement of cash flows,  the Company  incurred
negative  cash flows from  operating  activities  of $15,019 for the nine months
ended April 30, 2001  (unaudited)  and has  reported  deficient  cash flows from
operating activities of $52,761 from inception (August 11, 1998) (unaudited). To
date,  these losses and cash flow  deficiencies  have been financed  principally
through the sale of common stock  ($117,940).  Continuation  of the Company as a
going concern is dependent upon  obtaining  sufficient  working  capital for its
planned activity. The management of the Company has developed a strategy,  which
it believes will accomplish this objective  through  additional  equity funding,
and long term financing,  which will enable the Company to operate for the year.
The Company  anticipates more orders to be submitted by agents and filled by the
manufacturer  in the year and the volume to increase  which will  contribute  to
attaining a profitable operations for the Company.

NOTE 5 - STOCKHOLDER'S EQUITY

         On October 31, 2000 the Company  sold 1,800 shares of common stock at a
price of $1.00 per share.  In January  2001 the Company  sold  21,200  shares of
common stock at a price of $1.00 per share.

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.

<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 was rejected in May 2001.

         On August 25, 1998,  the Company  entered into a 50 year  Licensing and
Distribution  Agreement  with  Vitahealth,   whereby  the  Company  was  granted
exclusive  rights to distribute the Product.  Under terms of the agreement,  the
Company's  independent sales agents place sales orders directly with Vitahealth,
which fills such orders.  The sales agents pay Vitahealth upon order  placement,
and  Vitahealth,  acting as  collections  agent for the  Company,  forwards  the
Company's portion of the sales proceeds to the Company. Vitahealth has agreed to
periodic  reviews of its order  receipts  in order to ensure that the Company is
receiving its appropriate revenue.

         The  Company  has  paid  an  initial  non-refundable  one  time  $8,500
licensing fee to Vitahealth.  The Company will also pay Vitahealth an annual fee
of $10,000,  beginning 90 days after the Product is  manufactured  and ready for
delivery to the Company's agents and then annually thereafter on the anniversary
of the first  payment's  due date,  as long as the  Licensing  and  Distribution

<PAGE>

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  and 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 and nine months ended April 30, 2001 and 2000

During the three month period ended April 30, 2001, the Company  incurred a loss
of $12,181  compared to a loss of $14,414  for the same  period  ended April 30,
2000.  Although the Company  generated  revenue for the three months ended April
30, 2001 in the amount of $8,240, as compared to zero for the same period in the
prior year, operating expenses increased in the area of professional fees due to
reporting compliance requirements.  During the nine month period ended April 30,
2001, the Company generated a profit of $2,834 compared to a loss of $64,302 for
the same period ended April 30, 2000.  This was  primarily  driven by revenue in
the amount of $36,760  generated  in the nine  months  ended  April 30,  2001 as
compared  to zero in the same  period in the prior year as well as a decrease in
salaries  due to an officer of the Company  waiving her salary in the period and
lower  selling,   general  and  administrative  expenses.  The  Company  has  an
accumulated  deficit since inception  (August 11, 1998) of $207,771.  The losses
since inception were primarily driven by expenses  incurred to bring the Company
operational.

Revenues

During the three month period ended April 30, 2001, the Company's  revenues were
$8,240  compared to zero for the same period  ended April 30,  2000.  During the
nine month  period  ended April 30,  2001,  the Company  revenues  were  $36,760
compared to zero for the same period ended April 30,  2000.  Revenues are in the
form of distributor fees derived  principally  from commissions  received on the
sale of  product.  Since  inception  (August  11,1998),  revenues in the form of
distributor fees derived from  commissions  received on the sale of product were
$36,760.

<PAGE>

Operating Expenses

During the three months ended April 30, 2001,  the Company  incurred  $20,421 in
operating  expenses  as  compared  to $14,414 in the same  period in 2000.  This
increase  was  primarily  in the  area of  professional  fees  due to  reporting
compliance  requirements.  During the nine  months  ended  April 30,  2001,  the
company  incurred  $33,926 in  operating  expenses as compared to $64,302 in the
same  period in 2000.  This  decrease  was  primarily  driven by a  decrease  in
salaries  in which an officer of the  company  waived her salary in the  current
quarter and lower selling, general and administrative expenses.

Depreciation

During the three  month  period  ended  April 30,  2001,  the  Company  incurred
depreciation  expense  in the  amounts  of $300  compared  to $300  for the same
periods in 2000. During the nine month period ending April 30, 2001, the Company
incurred  depreciation  expense in the amounts of $900  compared to $900 for the
same periods in 2000. Depreciation from inception is $3,300.

Liquidity

At April 30, 2001, the Company had $28,098 in cash and cash equivalents compared
to $10,704  for the same period in 2000.  The  Company had a working  capital of
approximately  $41,250 at April 30, 2001 compared to $13,931 for the same period
in 2000.  Net cash used in operating  activities for the nine months ended April
30, 2001 was $15,019 compared to $31,693 for the same period in 2000 and $52,761
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 nine months  ended April 30,
2001 or for the nine months  ended April 30,  2001.  Net cash used in  investing
activities  since inception was $12,100.  The net cash used was for the purchase
of equipment and distributor rights.

Net cash  provided  by  financing  activities  was a net of $23,000 for the nine
months  ended April 30,  2001 and $42,097 for the same period in 2000.  Net cash
provided since inception was $92,960.  These amounts are primarily  attributable
from sale of shares through private placements for both periods.

On July 10, 2000, the Board of Directors  approved a resolution  authorizing the
Company to 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 nine months ended April 30,
2001,  23,000 shares of common stock had been sold. Since July 10, 2000,  common
shares totaling 28,600 have been sold from the private placement.

<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.

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

<PAGE>

         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

                  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 12, 2001