SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year ended July 31, 2003              Commission File Number  0-25659

                           VIRILITEC INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                     Delaware
                                                        11-3447894
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

236 Broadway, Suite 201, Brooklyn, NY                     11211
(Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including Area Code:    (800) 775-0712 ext. 4144

         Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                                     Title of Class

                            Common Stock, par value $.0001

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past ninety (90) days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
registrant's  best  knowledge,  in definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market  value of voting stock (based upon the bid price) held by
non-affiliates of the Registrant as of September 30, 2003: $171,089

The number of shares  outstanding of  Registrant's  Common Stock as of September
30, 2003: 9,669,130

<PAGE>
ITEM 1. BUSINESS

(a)  Business Development

     Virilitec  Industries,  Inc.  ("Virilitec",  or the "Company"),  a Delaware
corporation, was organized on August 11, 1998. The Company has not been involved
with any bankruptcy,  receivership or similar  proceedings.  The Company has not
had any material reclassification, merger, consolidation, or purchase or sale of
a significant amount of assets not in the ordinary course of business.

(b)  Business of Issuer

     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").  Management  believed that the success and  widespread
coverage generated by Pfizer's  Viagra(R)  positioned the market to be receptive
to the  introduction  of a  naturally  derived  nutritional  supplement  that is
cheaper  and may  produce a positive  effect  upon male  potency.  As such,  the
Company entered into an agreement with Vitahealth  Scientific,  Inc., a New York
corporation  ("Vitahealth"),  regarding  the  distribution  of  its  nutritional
supplement  geared  toward  enhancing  male potency and sperm count.  Management
believed that it could be successful in capitalizing on the market  awareness of
concerns over male potency by introducing the Product into worldwide markets.

     The company was not successful in implementing  its business plan and after
looking at other possible products to expand its line, management has determined
that it is now in the best interests of its  shareholders  to look to acquire an
operating  company.  As a result, the Company has terminated all of its existing
contracts  and is now  inactive  while it fields  offers  from  various  private
operating companies looking to merge into a public company.

Special Note Regarding Forward-Looking Statements

     Some of the statements under "Business" are forward-looking statements that
involve  risks  and  uncertainties.  These  forward-looking  statements  include
statements about our plans, objectives, expectations, intentions and assumptions
and other statements contained herein are not statements of historical fact. You
can  identify  these  statements  by  words  such as  "may,"  "will,"  "should,"
"estimates," "plans," "expects,"  "believes," "intends" and similar expressions.
We  cannot  guarantee  future  results,  levels  of  activity,   performance  or
achievements.  Our actual  results  and the timing of certain  events may differ
significantly  from the results  discussed  in the  forward-looking  statements,
based  specifically upon the ability of our manufacturer to produce the Product,
which we do not control.  You are cautioned  not to place undue  reliance on any
forward-looking statements.

ITEM 2. PROPERTIES

     The Company  maintains  its corporate  offices at 236 Broadway,  Suite 201,
Brooklyn, NY 11211 on a month-to-month basis at a rate of $300 per month.

ITEM 3. LEGAL PROCEEDINGS

     On August 21, 2003,  the  Company,  through its  President,  entered into a
cease and desist  agreement  with the SEC  resolving  the  previously  disclosed
matter. The Company is not currently involved in any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.
<PAGE>
                                     PART II

ITEM 5. MARKET  PRICE OF  REGISTRANT'S  COMMON  EQUITY AND  RELATED
        STOCKHOLDER MATTERS

     (a)  Market Information

     On February 6, 2001,  the Company's  Common Stock began being quoted on the
NASDAQ  Over-The-Counter  Bulletin  Board  (OTC:BB)  under the symbol VRLT.  The
following  chart  shows the high and low closing  price of the Common  Stock for
each fiscal quarter since public trading started:
<TABLE>
<S>             <C>                    <C>                            <C>
               Fiscal
         Quarter Ended                  High                            Low
         -------------                  ----                            ---
              4/30/01                  $4.00                           $ .10
              7/31/01                  $2.50                           $ .90
            10/31/01                   $2.50                           $1.30
              1/31/02                  $3.10                           $ .70
              4/30/02                  $1.20                           $ .28
              7/31/02                  $ .30                           $ .08
            10/31/02                   $ .12                           $ .04
             1/31/03                   $ .07                           $ .04
             4/30/03                   $ .07                           $ .02
             7/31/03                   $ .055                          $ .03
</TABLE>

     The Company currently has cancelled all outstanding warrants and options.

     Of the  9,669,130  shares of common stock  outstanding,  approximately  4.8
million are currently subject to the resale restrictions and limitations of Rule
144.  In  general,  under  Rule  144 as  currently  in  effect,  subject  to the
satisfaction of certain other conditions,  a person,  including an affiliate, or
persons whose shares are aggregated with  affiliates,  who has owned  restricted
shares of common stock  beneficially  for at least one year is entitled to sell,
within any three-month period, a number of shares that does not exceed 1% of the
total number of  outstanding  shares of the same class.  In the event the shares
are sold on an exchange or are reported on the automated  quotation  system of a
registered securities association,  you could sell during any three-month period
the greater of such 1% amount or the average  weekly  trading volume as reported
for the four calendar  weeks  preceding the date on which notice of your sale is
filed with the SEC.  Sales under Rule 144 are also subject to certain  manner of
sale  provisions,  notice  requirements  and the  availability of current public
information  about us. A person who has not been an  affiliate  for at least the
three  months  immediately  preceding  the sale and who has  beneficially  owned
shares of common  stock for at least two years is  entitled  to sell such shares
under Rule 144 without regard to any of the limitations described above.

(b)  Holders

     On September 30, 2003, there were 170 holders of the Company's common
stock.

(c)  Dividends

     The Company has not  declared  any  dividends  to date.  The payment by the
Company of dividends,  if any, in the future, rests within the discretion of its
Board of  Directors  and will depend,  among other  things,  upon the  Company's
earnings, its capital requirements and its financial condition, as well as other
relevant  factors.  The  Company  has not  declared  any  cash  dividends  since
inception,  and has no present  intention  of paying any cash  dividends  on its
Common Stock in the foreseeable  future, as it intends to use earnings,  if any,
to generate growth.

<PAGE>

(d)  Recent Sales of Unregistered Securities

         None.

ITEM 6. PLAN OF OPERATIONS

Selected Financial Data

     The following  selected  financial data for the fiscal years ended July 31,
2003 and  2002 is  derived  from  the  Company's  audited  financial  statements
included elsewhere herein. The following data should be read in conjunction with
the financial statements of the Company.

Statement of Operations Data
<TABLE>
<S>                        <C>                                                 <C>
                             Fiscal Year Fiscal Year
                                    Ended                                            Ended
                                   7/31/03                                          7/31/02
                                 ---------                                         --------
Net Revenues                $       2,915                                      $     16,960
Cost and Expenses                (151,058)                                         (143,412)
General and Administrative
         Expenses                  (4,679)                                           (7,058)
Interest Income                     2,504                                               258
Income Taxes                         -0-                                                -0-
Net Loss                         (151,168)                                         (142,102)
Loss Per Share              $        (.02)                                     $       (.03)

Balance Sheet Data

                        July 31, 2003

Working Capital         $   (163,717)
Total Assets                     107
Total Liabilities            163,824
Stockholders' Equity    $   (163,717)
</TABLE>

Plan of Operation

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and  related  notes which are  included  elsewhere  in this  report.
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,
competition, availability of the Product and our ability to market our product.

     As noted in Item 1 above, the company is now commercially  inactive and its
sole  business  activity is seeking a merger  partner  with a private  operating
company.

Results of Operations

Twelve months ended July 31, 2003 and 2002

During the twelve month period ending July 31, 2003, the Company incurred a loss
of $151,168  compared to a loss of $142,102  for the same period  ended July 31,
2002. The main components contributing to the increase in loss from year to year
was a decrease in revenue  generated by the Company and an increase in operating
expenses in the current year.

<PAGE>

Revenues

During the twelve month period ending July 31, 2003, the Company's revenues were
$2,915 compared to $16,960 for the same period ended July 31, 2002. Revenues are
principally  commissions received on the sale of product,  specifically virility
capsules.  The  decrease  in revenue  from year to year is due to less demand of
capsules sold from year to year.

Operating Expenses

During the twelve months ended July 31, 2003, the company  incurred  $155,737 in
operating  expenses as compared  to $150,470  for the same period in 2002.  This
increase was primarily driven in the area of salaries and payroll related offset
by decreases in travel, professional fees and consulting.

Material changes in financial condition, liquidity and capital resources

At July 31, 2003, the Company had $107 in cash and cash equivalents  compared to
$350 for the same period in 2002.  The Company has negative  working  capital of
approximately  $163,717 at July 31, 2003 compared to $38,250 for the same period
in 2002. Net cash used in operating  activities for the twelve months ended July
31, 2003 was $243 compared to $59,620 for the same period in 2002. 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 twelve  months ended July 31,
2003 or for the twelve months ended July 31, 2002.

Net cash  provided  by  financing  activities  was a net of zero for the  twelve
months  ended July 31, 2003 and $37,750 for the same period in 2002.  The amount
for 2002 is primarily  attributable to sale of shares through private placements
totaling $25,250 and financing from a note payable totaling $12,500.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements are included  herein  commencing on page F-1. The
Company is not required to provide supplementary financial information.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

                  None.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<S>                        <C>              <C>
Name                        Age                          Position
----                        ---                          --------
Jacob Roth                  56              Chief Executive Officer & Director
Bella Roth                  53              President & Chairman of the Board
Arnold A. Lipton, M.D.      73              VP - Scientific Advisor & Director
Moshe Laufer                44              Secretary/Treasurer & Director
</TABLE>
<PAGE>

Directors serve for five year terms.

Jacob  Roth - Chief  Executive  Officer & Director  - Mr.  Roth,  husband of the
Company's President,  was appointed CEO on July 1, 2002. Prior thereto, Mr. Roth
was the  President of JR  Consulting,  a public  corporation,  from 1982 - 1995.
Since that time, Mr. Roth has been a financial consultant to corporations.

Bella Roth - President & Chairman of the Board of Directors - Mrs.  Roth founded
the Company in August 1998, and has been its President and Chairman of the Board
since  inception.  From 1988 to 1995 Mrs.  Roth was  Treasurer,  Secretary and a
Director of JR Consulting (now called Providential Secureties Inc. OTC:BB PRVH),
a publicly traded holding company.  From 1996 to 1998, Mrs. Roth was involved in
various community projects as she searched for a business opportunity. From 1983
to 1987 she was an officer and Director of Innovative  Medical  Technologies,  a
public company involved with the development and marketing of electronic medical
devices.

Arnold A. Lipton,  M.D. - Vice President & Director - has been a Vice President,
the scientific  advisor and a Director of the Company since August 17, 1998. Dr.
Lipton is a physician  in private  practice in Brooklyn,  NY since 1970,  with a
specialty in Obstetrics and  Gynecology.  Dr. Lipton holds an M.D. from Lausanne
Medical School, a Masters in Science from the  Philadelphia  College of Science,
and a Bachelors of Science from the Brooklyn College of Pharmacy.  Dr. Lipton is
a member of the New York State  Medical  Society  and the Kings  County  Medical
Society.

Moshe  Laufer  -  Secretary/Treasurer  &  Director  - Mr.  Laufer  has  been the
Secretary/Treasurer and a director of the Company since its inception. From 1995
to 1998 he has been primarily  occupied with managing his  investment  portfolio
and pursuing various personal and professional interests.  From 1986 to 1995 Mr.
Laufer was a licensed distributer of NY Bottling,  Inc. a company engaged in the
bottling and distribution of soft drinks in the Northeastern  United States. Mr.
Laufer is the brother-in-law of Mrs. Roth.

(b)  Significant Employees

None

Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law, as amended, authorizes
the Company to  Indemnify  any  director  or officer  under  certain  prescribed
circumstances  and  subject to certain  limitations  against  certain  costs and
expenses,   including  attorney's  fees  actually  and  reasonably  incurred  in
connection  with  any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative, to which a person is a party by reason of being
a director or officer of the Company if it is determined  that such person acted
in  accordance  with  the  applicable  standard  of  conduct  set  forth in such
statutory  provisions.  The  Company's  Certificate  of  Incorporation  contains
provisions  relating to the  indemnification  of director  and  officers and the
Company's  By-Laws  extends  such  indemnities  to the full extent  permitted by
Delaware law.

The Company may also  purchase  and  maintain  insurance  for the benefit of any
director  or  officer  which may cover  claims for which the  Company  could not
indemnify such persons.

<PAGE>

Compensation of Directors

     No Director receives any cash compensation for their service as a Director.

ITEM 10. EXECUTIVE COMPENSATION OF EXECUTIVE OFFICERS

(a)  General

     Commencing  November  12,  1998,  the Company has agreed to pay Mrs.  Bella
Roth,  its President & Chairman of the Board of  Directors,  an annual salary of
$40,000. Mrs. Roth's compensation was disclaimed for the last two years when she
provided her services on a full-time  basis.  During the fiscal 2003,  Mrs. Roth
was mostly inactive and served primarily in an honorary  capacity.  As a result,
her salary was reduced to a token $1.00. Mr. Roth, the CEO, worked full time but
did not receive his  contractual  salary of $70,000 but he was awarded 3 million
options at par value.

(b) Summary Compensation Table
<TABLE>
                           SUMMARY COMPENSATION TABLE
<S>                       <C>     <C>       <C>    <C>             <C>
Name and                                            Other          Long-term
Principal Position         Year     Salary   Bonus  Compensation   Compensation: Options
------------------         ----   ---------  -----  ------------   ----------------------
Jacob Roth                 2003       0        0     $15,000 (1)            0
CEO                        2002(2)    0        0      0                     0
</TABLE>

(1) Consists of 3,000,000 options immediately exercisable at par value.
(2) Assumed office on July 1, 2002.

(c)  Options/SAR Grants Table

                      Option/SAR Grants in Last Fiscal Year

                                Individual Grants
--------------------------------------------------------------------------------
<TABLE>
<S>  <C>        <C>     <C>              <C>             <C>                <C>            <C>
                         Number of
                         Securities      % of Total
                         Underlying      Options/SARs
                         Options/        Granted to
                         SARs            Employees in     Exercise or Base   Market        Expiration
                Name     Granted (#)     Fiscal Year      Price ($/Sh)       Price            Date
     --------------------------------------------------------------------------------------------------
     CEO - J. Roth       3,000,000       100%               $0.0001          $0.005         2/25/05

</TABLE>

These options were exercised on February 28, 2003.
<PAGE>

(d)  Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value Table

The following table sets forth, for the year ended July 31, 2003,  Common Shares
acquired by the Named Executive Officers upon exercise of options and the number
and value, in US dollars, of unexercised options as at July 31, 2003.

<TABLE>
<S>               <C>               <C>           <C>                               <C>
                   Common                          Number of Common Shares            Value of Unexercised
                   Shares                          Underlying Unexercised Options     "In-the-Money" Options at July
                   Acquired on       Value         as at July 31, 2003                31, 2003
Name               Exercise (#)       Realized     Exercisable/Unexercisable          Exercisable/Unexercisable
----               ------------      ---------     -------------------------          -------------------------
Jacob Roth         3,000,000         $15,000                    -0-                              -0-
</TABLE>

(e)  Long Term Incentive Plan ("LTIP") Awards Table

None

(f)  Compensation of Directors

None

(g)  Employment Contracts and Termination of Employment,  and  Change-in-Control
     Arrangements

     Other than the  employment  agreement  with the CEO  discussed  above,  the
Company has no employment  contracts with any of its executive  officers.  There
are no  provisions  for  compensation  to be paid to any  executive  officer  or
director of the Company upon the  termination  of their services by either party
or by the actions of a third party.

(h)  Report on Repricings of Options/SARs

None.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the Securities and Exchange  Commission.
Officers,  directors and  greater-than-ten-percent  shareholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file. During fiscal 2003, one such required filing was inadvertently made a
few days late by Mr. Roth.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth,  as of September  30,  2003,  information
regarding the beneficial  ownership of the Company's Common Stock based upon the
most recent  information  available  to the Company for (i) each person known by
the Company to own  beneficially  more than five (5%) percent of its outstanding
Common  Stock,  (ii) each of its  officers and  directors,  and (iii) all of its
officers and directors as a group.
<PAGE>

<TABLE>
<S>             <C>                       <C>                   <C>
                  Name and Address         Amount and Nature
Title of Class    of Beneficial Owner      of Beneficial Owner  Percent of Class
--------------    -------------------      -------------------  ----------------
Common Stock      Jacob Roth               3,600,000                 37.2%
                  543 Bedford Ave.
                  Brooklyn, NY

Common Stock      Bella Roth               3,500,000                 36.2%
                  543 Bedford Ave.
                  Brooklyn, NY

Common Stock      Moshe Laufer               100,000                    1%
                  172 Rodney Street
                  Brooklyn, NY

Common Stock      Arnold Lipton, M.D.         25,000                    *
                  225 West 86 Street
                  New York, NY

Common Stock      All Directors and        7,225,000                 74.7%
                  Executive Officers
                  as a Group
-----------------
*  Less than 1%
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

(a)  Exhibits: Exhibit 99 - Sarbanes-Oxley Statements

(b)  Reports on Form 8-K: None.

Item 14. CONTROLS AND PROCEDURES

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the  Company's  filings
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within the periods  specified in the rules and forms of the Securities
and Exchange Commission. Such information is accumulated and communicated to the
Company's management,  including its Chief Executive Officer and Chief Financial
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure. The Company's management,  including the Chief Executive Officer and
the Chief Financial Officer, recognizes that any set of controls and procedures,
no matter how well designed and operated,  can provide only reasonable assurance
of achieving the desired control objectives.

     Within  90 days  prior to the  filing  date of this  annual  report on Form
10KSB, the Company has carried out an evaluation, under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive   Officer  and  the  Company's   Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on such evaluation, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective.

<PAGE>

     There were no significant  changes in the Company's internal controls or in
other factors which could  significantly  affect the controls  subsequent to the
date of their evaluation.

     During the fiscal year covered by this report,  the  Company's  auditor was
paid $5,000 for his  services as auditor.  The auditor did not provide any other
services or receive any other compensation from the Company.

<PAGE>



CERTIFICATION

I, Jacob Roth, hereby certifies that:

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact,  or omit to state a material  fact  necessary to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial position,  results of operations,  and cash flows of
     the issuer as of, and for, the periods presented in this report.

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures for the issuer and have:

     (i)  Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the  issuer  is made  known to me,
          particularly during the period in which the periodic reports are being
          prepared;

     (ii) Evaluated the  effectiveness of the issuer's  disclosure  controls and
          procedures as of July 31, 2003; and (iii)  Presented in the report our
          conclusions  about the  effectiveness  of the disclosure  controls and
          procedures based on my evaluation as of the Evaluation Date;

5.   I have  disclosed,  based on my most  recent  evaluation,  to the  issuer's
     auditors  and the audit  committee  of the board of  directors  (or persons
     fulfilling the equivalent function):

     (i)  All  significant  deficiencies  in the design or operation of internal
          controls which could adversely  affect the issuer's ability to record,
          process,  summarize and report  financial data and have identified for
          the issuer's  auditors any material  weaknesses in internal  controls;
          and

     (ii) Any fraud, whether or not material,  that involves management or other
          employees  who  have  a  significant  role  in the  issuer's  internal
          controls; and

6.   I have  indicated  in the  report  whether  or not there  were  significant
     changes in internal  controls or in other factors that could  significantly
     affect  internal  controls  subsequent  to  the  date  of our  most  recent
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.

Date:  October 27, 2003

/s/Jacob Roth
Jacob Roth, CEO

<PAGE>

CERTIFICATION

I, Moshe Laufer, hereby certifies that:

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact,  or omit to state a material  fact  necessary to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial position,  results of operations,  and cash flows of
     the issuer as of, and for, the periods presented in this report.

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures for the issuer and have:

     a.   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the  issuer  is made  known to me,
          particularly during the period in which the periodic reports are being
          prepared;

     b.   Evaluated the  effectiveness of the issuer's  disclosure  controls and
          procedures  as of July 31,  2003;  and c.  Presented  in the report my
          conclusions  about the  effectiveness  of the disclosure  controls and
          procedures based on my evaluation as of the Evaluation Date;

     5.   I have disclosed,  based on my most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling the equivalent function):

     a.   All  significant  deficiencies  in the design or operation of internal
          controls which could adversely  affect the issuer's ability to record,
          process,  summarize and report  financial data and have identified for
          the issuer's  auditors any material  weaknesses in internal  controls;
          and

     b.   Any fraud, whether or not material,  that involves management or other
          employees  who  have  a  significant  role  in the  issuer's  internal
          controls; and

6.   I have  indicated  in the  report  whether  or not there  were  significant
     changes in internal  controls or in other factors that could  significantly
     affect  internal  controls  subsequent  to  the  date  of our  most  recent
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.

Date:  October 27, 2003


/s/Moshe Laufer
Moshe Laufer, Treasurer

<PAGE>
                                Mark Cohen C.P.A.
                           1772 East Trafalgar Circle
                               Hollywood, Fl 33020
                                (954) 922 - 6042
--------------------------------------------------------------------------------





                          INDEPENDENT AUDITORS' REPORT




Board of Directors
Virilitec Industries, Inc.

I have audited the accompanying balance sheets of Virilitec Industries,  Inc. as
of  July  31,  2003  and  2002  and  the  related   statements  of   operations,
shareholders' equity (deficiency) and cash flows for the years then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

I conducted my audits in accordance with auditing  standards  generally accepted
in the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.  I believe that my audits provide a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Virilitec Industries,  Inc. at July
31, 2003 and 2002,  and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America. .

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial  statements,  the  Company  has  experienced  an  operating  loss  and
management has determined  that it will require  additional  capital to continue
funding  operations and meet its obligations as they come due. These  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Mark Cohen
Mark Cohen C.P.A.
A Sole Proprietor Firm


Hollywood, Florida
October 15, 2003

<PAGE>
                           VIRILITEC INDUSTRIES, INC.
                                 BALANCE SHEET

                                     Assets
<TABLE>
<S>                                                                         <C>                  <C>
                                                                               July 31, 2003      July 31, 2002
                                                                            ----------------    ---------------
Current Assets
     Cash and cash equivalents                                                        $ 107               $ 350
     Receivables                                                                          -               5,920
     Other current assets (principally related party)                                     -                 258


       Total current assets                                                             107               6,528
Other Assets                                                                              -               5,950

       Total assets                                                                     107              12,479
                                                                            ================     ==============


        Liabilities and Shareholder's Equity



Current Liabilities
     Accrued payroll and related benefits                                            83,241               6,739
     Accrued professional fees                                                       30,026              25,126
     Other accrued liabilities                                                       37,500                 413
     Note payable - short term                                                       13,058              12,500

       Total current liabilities                                                    163,824              44,778

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;                      967                 817
          issued and outstanding - 9,669,130 in 2003 and 8,169,000 in 2002
     Paid in Capital                                                                345,867             426,017
     Subscription receivable (related party)                                              -             (99,750)
     Accumulated deficit                                                           (510,551)           (359,383)

       Total Shareholder's Equity                                                  (163,717)            (32,299)

        Total liabilities and shareholder's equity                                    $ 107            $ 12,479
                                                                             ===============       =============
</TABLE>

Read the  accompnaying  summary of  significant  accounting  notes to  financial
statements, which are an integral part of this financial statment

<PAGE>
                           VIRILITEC INDUSTRIES, INC
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JULY 31, 2003 AND 2002
<TABLE>

                                                                                                 Years Ended
                                                                                    July 31, 2003           July 31, 2002
                                                                                  -----------------       -----------------
<S>                                                                              <C>                      <C>

Revenue                                                                                $ 2,915               $,16,960

Cost of revenue                                                                            850                  8,850
                                                                                  -----------------       -----------------

Gross profit                                                                             2,065                  8,110


Operating expenses:
       Salaries and payroll related                                                      91,503                12,739
       Travel                                                                               395                16,497
       Rent                                                                               2,025                 2,700
       Professional fees                                                                  9,637                26,676
       Consulting                                                                        42,399                84,800
      Loss on write off of distrubotor agreement                                          5,100                     -
       Selling, general and administrative expenses                                       4,679                 7,058
                                                                                 -----------------      -----------------
          Total operating expenses                                                      155,737               150,470

          Loss before other income (expense)                                           (153,672)             (142,360)

Other income (expense):
       Interest income (related party)                                                    3,062                   258
       Interest expense                                                                    (558)                    -

                                                                                 -----------------       -----------------
          Total other income (expense)                                                    2,504                   258


                                                                                  -----------------       -----------------
NLoss                                                                                  (151,168)             (142,102)
                                                                                  =================       =================

Basic weighted average common shares outstanding                                      8,324,198             4,992,226
                                                                                  =================       =================

Basic Loss per common share                                                             $ (0.02)              $ (0.03)
                                                                                  =================       =================
</TABLE>

Read the  accompnaying  summary of  significant  accounting  notes to  financial
statements, which are an integral part of this financial statment

<PAGE>
                            VIRILITEC INDUSTRIES, INC
                             STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED JULY 31, 2003 AND 2002
<TABLE>

                                                                                         Years Ended
                                                                               July 31, 2003        July 31, 2002
                                                                           -------------------   ------------------
<S>           <C>                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                               $ (151,168)             $ (142,102)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                            850                     850
              Issuance of shares for officer compensation                           15,000                   6,000
              Issuance of shares for consulting services                             5,000                  39,500
              Loss on write off of distributor agreement                             5,100                       -
Changes in Operating assets and liabilities:
              Accounts Receivable and other current assets                           6,178                   7,854
              Accounts Payable and Accrued Liabilities                             118,796                  28,278
                                                                           ----------------        ----------------

Net cash provided by/(used in) operating activities                                   (243)                (59,620)


CASH FLOWS FROM INVESTING ACTIVITIES:

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


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
              Issuance of common shares                                                                     25,250
              Note payable                                                               -                  12,500
                                                                           ----------------        ----------------

Net cash provided by/(used in) financing activities                                      -                  37,750


Net increase (decrease) in cash and cash equivalents                                  (243)                (21,870)
Cash and cash equivalents, beginning of period                                         350                  22,220
                                                                           ----------------        ----------------

Cash and cash equivalents, end of period                                             $ 107                   $ 350
                                                                           ================        ================

</TABLE>
Supplemental Schedule of noncash investing and financing activities:

              None

Read the  accompnaying  summary of  significant  accounting  notes to  financial
statements, which are an integral part of this financial statment

<PAGE>
                           VIRILITEC INDUSTRIES, INC
                        STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>

                                                                                                            Share          Total
                                                          Common Stock          Paid in    Subscription   Accumulated  Shareholder's
                                                    ------------------------
                                                       Shares       Amount      Capital     Receivable      Deficit       Equity
                                                    ------------  ----------  -----------  ------------  ------------  -------------
<S>                                                <C>            <C>        <C>           <C>           <C>           <C>
Balance, ending July 31, 2001                         4,739,130       474       255,860            -       (217,281)      39,053

Proceeds from the sale of common stock                  100,000        10        24,990                                   25,000

Issuance of common stock for consulting services        230,000        23        39,477                                   39,500

Issuance of shares related to employment contract       600,000        60         5,940                                    6,000
(related party)

Issuance of shares for share subscription             2,500,000       250        99,750       (99,750)                       250
(related party)

Net loss year ended July 31, 2002                                                                          (142,102)    (142,102)
                                                      -----------  ---------  -----------  ------------  ------------  -------------

Balance, ending July 31, 2002                         8,169,130     $ 817     $ 426,017     $ (99,750)   $ (359,383)   $ (32,299)

 Cancellation of share subscription                  (2,500,000)     (250)      (99,750)       99,750          (250)

 Issuance of shares for executive compensation        3,000,000       300        14,700                                   15,000

 Issuance of shares for consulting services           1,000,000       100         4,900                                    5,000

Net loss year ended July 31, 2003                                                                          (151,168)    (151,168)

                                                      -----------  ---------  -----------  ------------  ------------  -------------
                                                      9,669,130       967       345,867             -      (510,551)    (163,717)
                                                      ===========  =========  ===========  ============  ============  =============
</TABLE>
Read the  accompnaying  summary of  significant  accounting  notes to  financial
statements, which are an integral part of this financial statment

<PAGE>
                                        VIRILITEC INDUSTRIES, INC.
                                       NOTES TO FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Virilitec  Industries,  Inc.  (the  Company)  was  incorporated  in the State of
Delaware on August 11,  1998.  Through an  exclusive  licensing  agreement,  the
Company distributes a line of bio-engineered  virility supplements.  The Company
intends to market its product in international  markets, using independent sales
agents.

Virilitec Industries,  Inc. prepares its financial statements in accordance with
generally accepted accounting principles.  This basis of accounting involves the
application  of  accrual  accounting;   consequently,  revenues  and  gains  are
recognized  when earned,  and expenses and losses are recognized  when incurred.
Financial   statement  items  are  recorded  at  historical  cost  and  may  not
necessarily represent current values.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management estimates:

     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,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and the  reported  amounts of revenues and expenses
     during the  reporting  period.  Certain  amounts  included in the financial
     statements  are  estimated  based on currently  available  information  and
     management's   judgment  as  to  the  outcome  of  future   conditions  and
     circumstances.  Changes  in the status of  certain  facts or  circumstances
     could result in material  changes to the estimates used in the  preparation
     of financial  statements and actual results could differ from the estimates
     and  assumptions.  Every  effort is made to ensure  the  integrity  of such
     estimates.

Fair value of Financial Instruments

     The  carrying  amounts  reported  in the  balance  sheet  for cash and cash
     equivalents,  accounts receivable, accounts payable and accrued liabilities
     approximate  their fair  values  because  of the  immediate  or  short-term
     maturity of these financial instruments.

Impairment of long-lived assets:

     Long-lived  assets held and used by the Company are  reviewed  for possible
     impairment  whenever  events  or  changes  in  circumstances  indicate  the
     carrying  amount  of an asset  may not be  recoverable.  Recoverability  of
     assets to be held and used is  measured  by a  comparison  of the  carrying
     amount of the assets to the future net cash flows  expected to be generated
     by the asset. If such assets are considered to be impaired,  the impairment
     to be recognized is measured by the amount by which the carrying  amount of
     the assets exceeds the fair value of the assets. The fair value of an asset
     is the  amount  at which  the  asset  could be  bought or sold in a current
     transaction  between  willing  parties,  that is, other than in a forced or
     liquidation  sale.  Quoted  market  prices in active  markets  are the best
     evidence of fair value and shall be used as the basis for the  measurement,
     if available.  If quoted market prices are not  available,  the estimate of
     fair  value  shall  be  based  on the  best  information  available  in the
     circumstances. The estimate of fair value shall consider prices for similar
     assets and the results of valuation  techniques to the extent  available in
     the  circumstances.  Valuation  techniques  include  the  present  value of
     estimated  expected  future cash flows using a discount  rate  commensurate
     with  the  risk  involved,   option-pricing   models,  matrix  pricing  and
     fundamental analysis.

Cash and cash equivalents:

     The  Company   considers  all  highly  liquid   investments  with  original
     maturities  of ninety  days or less to be cash and cash  equivalents.  Such
     investments are valued at quoted market prices.

Receivables:

     The Company  believes that the carrying amount of receivables  approximates
     the fair value at such date.
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Revenue Recognition

     Revenues are 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   Industrustries,   Inc.'s  revenue
     recognition practices are in conformity with the guidelines of SAB 101.

Earnings (Loss) per share calculation:

     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.

Recent Accounting Pronouncements:

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 141,
     "Business  Combinations," was issued by the Financial  Accounting Standards
     Board  (FASB)  in July  2001.  This  Statement  establishes  standards  for
     accounting and reporting for business combinations. This statement requires
     the purchase method of accounting to be used for all business combinations,
     and prohibits the pooling-of-interests method of accounting. This Statement
     is effective for all business  combinations  initiated  after June 30, 2001
     and  supercedes  APB Opinion  No. 16,  "Business  Combinations"  as well as
     Financial  Accounting  Standards  Board  Statement of Financial  Accounting
     Standards No. 38, "Accounting for Preacquisition Contingencies of Purchased
     Enterprises."  The adoption of this statement by the Company did not have a
     material impact on its financial condition or results of operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 142,
     "Goodwill  and  Other  Intangible  Assets,"  was  issued  by the  Financial
     Accounting  Standards Board (FASB) in July 2001.  This Statement  addresses
     how  intangible  assets that are acquired  individually  or with a group of
     other assets  should be accounted  for in financial  statements  upon their
     acquisitiion.  This statement  requires goodwill  amortization to cease and
     for goodwill to be periodically  reviewed for impairment,  for fiscal years
     beginning  after October 31, 2001.  SFAS No. 142 supercedes APB Opinion No.
     17, "Intangible  Assets." The adoption of this statement by the Company did
     not have a  material  impact  on its  financial  condition  or  results  of
     operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 143,
     "Accounting for Asset  Retirement  Obligation," was issued by the Financial
     Accounting  Standards  Board (FASB) in August  2001.  This  Statement  will
     require companies to record a liability for asset retirement obligations in
     the  period  in which  they are  incurred,  which  typically  could be upon
     completion  or shortly  thereafter.  The FASB decided to limit the scope to
     legal  obligation  and the liability  will be recorded at fair value.  This
     Statement is effective for fiscal years  beginning after June 15, 2002. The
     Company does not expect the  adoption of this  statement to have a material
     impact on its financial condition or results of operations.

     The  Statement  of  Financial  Accounting  Standards  Board (SFAS) No. 144,
     "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets,"  was
     issued by the Financial  Accounting Standards Board (FASB) in October 2001.
     This Statement  provides a single accounting model for long-lived assets to
     be disposed of and replaces SFAS No. 121  "Accounting for the Impairment of
     Long-Lived  Assets and Long-Lived Assets to Be Disposed Of." This Statement
     is  effective  for fiscal years  beginning  after  December  15, 2001.  The
     Company is evaluating the effect of the adoption of this statement.
<PAGE>

NOTE 3 - COMMITMENTS AND CONTIGENCIES

Distribution Agreement

     On August 25, 1998,  the Company  entered  into an  exclusive  distribution
     agreement  with  a  manufacturer  of  bioengineered  viritlity  supplements
     whereby the Company was granted  exclusive  rights to  distribute a certain
     nutritional  supplement  designed  to enhance  human  male sperm  count and
     potency.  The term of the agreement is 50 years. The Company's  independent
     sales agents will place orders with payment  directly with the manufacturer
     who will fill the orders and  forward  the  Company's  portion of the sales
     proceeds to the Company.  A  non-refundable  one-time fee of $8,500.00  has
     been paid by the Company.  An annual payment of $10,000 as a license fee is
     due and payable 90 days after the  product is  initially  manufactured  and
     ready for delivery to the Company's agents and then annually  thereafter on
     the  anniversary  of the first  payments due date. Due to the low volume of
     orders, the manufacturer  agreed to waive the annual payment of $10,000 due
     from the  Company  as a license  fee for 2003,  2002 and 2001.  At July 31,
     2003,  the  Company  and the  manufacturer  agreed to cancel the  exclusive
     distribution  rights  agreement  to the  Company  with no penalty to either
     party.

Development agreement

     On August 9,  2001,  the  Company  entered  into an  agreement  to fund the
     development  of and market  products for the  treatment  of psoriasis  with
     Meditech, kft.. As part of the agreement, the Company is entitled to 67% of
     the  gross  profit  generated.  The  company  committed  to fund a total of
     $250,000 in the following manner:

<TABLE>
<S>     <C>              <C>
        $ 5,500 by        August 14, 2001,
        $24,500 by        February 25, 2002,
        $25,000 by        March 31, 2002,
        $25,000 by        May 31, 2002,
        $50,000 by        July 31, 2002,
        $50,000 by        August 31, 2002,
        $20,000 by        September 15, 2002
        $50,000 by        December 31, 2002
</TABLE>

     At July 31, 2002,  the Company had funded a total of $8,000 to Meditech due
     to limited cash flows. Both parties to this agreement have agreed to extend
     the  payment  dates  into the  future  to allow  the  continuation  for the
     product.  At July 31, 2003, the Company and Meditech,  kft agreed to cancel
     the agreement with no penalty to either party.

Equity interest and distribution agreement

     On May 8, 2002,  the Company  entered  into an agreement to purchase 49% of
     the outstanding equity of an organizations  interest. The purchase price is
     $200,000.  The seller  also  agreed to use the  proceeds  for the filing of
     patent  applications  and to  finance  research  and  development  of a 2nd
     generation  portable  device  for the  treatment  of  psoriasis  and  other
     ailments. On June 5, 2002, the Company also signed a distribution agreement
     with  the  same  organization  for  five  years  for  exclusive   worldwide
     distribution  rights of the 2nd generation  portable  device for a one time
     payment of $15,000.  As of July 31, 2002,  no funds have been  forwarded by
     the Company.  Both parties  have agreed to allow the  agreements  to remain
     valid until the Company can  generate  the funds  necessary  to execute the
     agreements.  At July 31, 2003,  both parties  agreed to cancel the purchase
     and distribution agreement with no penalty to either party.

Executive Employment agreement

     On  June  30,  2002,  the  Company  entered  into an  executive  employment
     agreement with Mr. Jacob Roth. Mr. Roth's position will be CEO and the term
     is for 36 months with an annual  salary of $70,000.  At July 31,  2003,  no
     salaries  had been paid to Mr.  Roth and  $75,833  had been  accrued in the
     financial statements.

<PAGE>

NOTE 3 - COMMITMENTS AND CONTIGENCIES (CONTINUED):

Consulting agreement

     On May 1, 2003,  the Company  entered  into a  consulting  agreement  for 6
     months $75,000  whereby the consultant  would assist the Company in various
     matters  pertaining  to  corporate  growth,  strategic  planning,   product
     marketing and mergers and  acquisitions.  At July 31, 2003 no fees had been
     paid to the  consultant  and  $37,500  had been  accrued  in the  financial
     statements.

NOTE 4 - NOTE PAYABLE

On June 19, 2002 the Company signed a promissory  note in the amount of $12,500.
The note bears  interest of 4% and its repayment date is August 19, 2002 but has
been postponed  indefinitely including all outstanding interest due. The note is
also  convertible  at that time into  400,000  common  shares of company  stock.
Interest  expense for the fiscal year ended was $558 and the balance of the note
including all interest at July 31, 2003 was $13,058.

NOTE 5 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going  concern.  The company  reported a net loss of $151,168
and  $142,102  for  the  years  ended  July  31,  2003  and  2002  respectively.
Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
sufficient  working capital for its planned activity.  Additional capital and/or
borrowings  will be  necessary in order for the Company to continue in existence
until attaining and sustaining profitable  operations.  The Company continues to
aggressively  pursue  strategic  alliances  which  will  bring a cash  infusion,
restructuring and forward looking business plan.

NOTE 6 - WRITE OFF OF CAPITALIZED DISTRIBUTION AGREEMENT

At July 31, 2003 the Company  reviewed  the carrying  amount of its  capitalized
distributor agreement and determined that the amount of $5,100 was considered to
be totally  unrecoverable  and exceeded  its fair value by its book value.  This
determinations was based on its book value exceeding the sum of the undiscounted
future cash flows  expected to result from the assets use and  disposition.  The
entire capitalized net amount of $5,100 for the distributor rights was reflected
as a loss in the July 31, 2003 financial statements

NOTE 7 - INCOME TAXES

The provision for taxes on earnings for the years ended July 31, consist of:

                              2003                     2002
                              ----                     ----
Current
    Federal                   $  -                     $  -
    State                        -                        -
    Foreign                      -                        -
                            -------                 ---------
                                 -                        -
Deferred
    Federal                      -                        -
    State                        -                        -
    Foreign                      -                        -
                            -------                 ----------
                                 -                        -
                            -------                 ----------

                            $    -                     $  -
                            =======                 ==========

At July 31,  2003,  the  Company has a Federal tax net  operating  loss  ("NOL")
carryforward of approximately  $500,000,  which expires at various dates through
2015.

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.

<PAGE>


NOTE 8 - SHAREHOLDERS' EQUITY

Common Stock

     The Company has  20,000,000  authorized  shares of common  stock with a par
     value of $.0001. Each share entitles the holder to one vote.

     During the fiscal  year ended July 31,  2003,  the  Company  canceled a 2.5
     million share subscription.

     During the fiscal  year ended July 31, 2003 the  Company  issued  3,000,000
     shares to its CEO in as a bonus valued at $15,000 of compensation.

     During the fiscal  year ended July 31, 2003 the  Company  issued  1,000,000
     shares for settlement of consulting services performed totaling $5,000.


NOTE 9 - WARRANTS AND OPTIONS

The Company  currently has 42,100 class A warrants issued and outstanding.  Each
Warrant entitles the holder to purchase one Share of restricted  Common Stock at
an  exercise  price  of  $10.00,  subject  to  adjustment,   through  the  first
anniversary of the date the Company's Shares are initially  approved for trading
in any public market

Under the terms of the Company's  distributor  agreement,  the Company agreed to
grant stock  options to its  manufacturer  to  purchase up to 300,000  shares of
restricted  common stock for a period of five years  beginning  October 31, 1999
according to the following:
<TABLE>
<S>     <C>                    <C>                            <C>
         Effective                  Number of                       Exercise
            Date                     Shares                    Price (per share)
         ---------             ----------------                -----------------
         06/30/99                   100,000                          10.00
         11/30/00                   100,000                          10.00
         06/30/00                   100,000                          10.00
</TABLE>

This option shall become effective only in the event the distribution  agreement
between  the  Company  and the  manufacturer  is still in effect on the date the
options are due to be effective.  At July 31, 2003, the  distribution  agreement
between the Company and the  manufacturer  was  canceled.  At July 31, 2003,  no
options  were  exercised by the  manufacturer  and the options to purchase up to
300,000 shares of restricted common stock have been canceled.

     The Company has granted stock options to certain  officers and directors to
purchase additional shares of restricted shares of common stock as follows:
<TABLE>
<S>     <C>                        <C>                        <C>
          Option                    Number of                       Exercise
          Holder                       Options                 Price (per share)
         ---------                  -------------              -----------------
         President                  175,000                            2.50
         President                  150,000                            4.00
         Vice President               25,000                           2.00
         Vice President               50,000                           3.00
         Secretary                    25,000                           2.50
         Secretary                    50,000                           4.00
</TABLE>

On July 31, 2003,  the above officers  unanimously  agreed to forfeit and cancel
all the above stock options granted previously.

<PAGE>

NOTE 9 - WARRANTS AND OPTIONS (continued)

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation".  The Company has determined  that it will continue to account for
employee stock-based  compensation under Accounting  Principles Board No. 25 and
elect the  disclosure-only  alternative  under SFAS No. 123. The fair value of a
share of nonvested stock is measured at the market price of a share on the grant
date.  The proforma  effect to net income and earnings per share is reflected as
follows:
<TABLE>
                                                                           Year ended       Year ended
         FAS 123 "Accounting for stock based compensation                July 31, 2003     July 31, 2002
                                                                         -------------     -------------
<S>     <C>                                                             <C>                <C>
         Paragraph 47 (a)
1. Beginning of year - outstanding
        i. number of options                                               475,000           475,000
        ii.weighted average exercise price                                    3.16              3.16
End of year - outstanding
        i. number of options                                                     0           475,000
        ii.weighted average exercise price                                       0              3.16
2. End of year - exercisable
        i. number of options                                                     0           475,000
        ii.weighted average exercise price                                       0              3.16
3. During the year - Granted
        i. number of options                                                     0                 0
        ii.weighted average exercise price                                       0                 0
4. During the year - Exercised
        i. number of options                                                     0                 0
        ii.weighted average exercise price                                       0                 0
5. During the year - Forfeited
        i. number of options                                               475,000                 0
        ii.weighted average exercise price                                    3.16                 0
6. During the year - Expired
        i. number of options                                                     0                 0
        ii.weighted average exercise price                                       0                 0

         Paragraph 47 (b) Weighted-average grant-date fair value of options
         granted during the year:
1.       Equals market price                                                     0                 0
2.       Exceeds market price                                                    0                 0
3.       Less than market price                                                  0                 0

         Paragraph 47(C)Equity instruments other than options                   none              none

         Paragraph 47(d) Description of the method and significant assumptions
         used during the year to estimate the fair value of options:
1.       Weighted average risk-free interest rate                               N/A               N/A
2.       Weighted average expected life (in months)                             N/A               N/A
3.       Weighted average expected volatility                                   N/A               N/A
4.       Weighted average expected dividends                                    N/A               N/A

              Paragraph 47(e) Total compensation cost recognized in income  15,000                 0
         for stock-based employee compensation awards.
</TABLE>
<PAGE>

NOTE 9 - WARRANTS AND OPTIONS (continued)
<TABLE>
<S>     <C>                                                    <C>          <C>         <C>
         Paragraph 47(f) The terms of significant modifications of            none              none
         outstanding awards. Paragraph 48 - Options outstanding at the date of
         the latest statement of financial position presented:
        1.    (a) Range of exercise prices                                    0.00       $2.00-$4.00
              (b) Weighted-average exercise price                             0.00              2.44
        2.    Weighted-average remaining contractual life (in months)         0.00             12.00

                                                                     Year ended          Year ended
                                                                   July 31, 2003        July 31, 2002
                                                                -----------------   -----------------
     Net Income after proforma effect                                (151,168)            (142,102)
     Earnings per share after proforma effect                   $       (0.02)      $        (0.03)

</TABLE>

<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                    VIRILITEC INDUSTRIES, INC.


                                    By: /s/Bella Roth
                                           Bella Roth
                                           President

Dated: 27th day of October, 2003


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed below by the  following  persons on behalf of  Registrant
and in the capacities indicated.


/s/Jacob Roth
---------------------                                Date: October 27, 2003
Jacob Roth
Chief Executive Officer


/s/ Bella Roth
---------------------                                Date: October 27, 2003
Bella Roth
President and Chairman


/s/Moshe Laufer
---------------------                                Date: October 27, 2003
Moshe Laufer
Secretary/Treasurer and Director
(Chief Financial/Accounting Officer)



----------------------                               Date: October 27, 2003
Arnold A. Lipton, M.D.
V.P. and Director


<PAGE>



                                  Exhibit 99.1


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

In  connection  with the  filing  of  Virilitec  Industries,  Inc.,  a  Delaware
corporation (the "Company"),  on Form 10-KSB for the period ended July 31, 2003,
as filed  with the  Securities  and  Exchange  Commission  (the  "Report"),  the
undersigned,  Jacob Roth,  the Chief  Executive  Officer of the Company,  hereby
certifies,  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of  2002  (18
U.S.C.ss.1350), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.

Dated: October 27, 2003


/s/Jacob Roth
Jacob Roth, CEO

<PAGE>

                                  Exhibit 99.2


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

In  connection  with the  filing  of  Virilitec  Industries,  Inc.,  a  Delaware
corporation (the "Company"),  on Form 10-KSB for the period ended July 31, 2003,
as filed  with the  Securities  and  Exchange  Commission  (the  "Report"),  the
undersigned,  Moshe  Laufer,  the  Treasurer of the Company,  hereby  certifies,
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.ss.1350),
that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.

Dated: October 27, 2003


/s/Moshe Laufer
Moshe Laufer, Treasurer