Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           VIRILITEC INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

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

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

            VIRILITEC INDUSTRIES, INC. 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                   Bella Roth
                         236 Broadway Avenue, Suite 201
                               Brooklyn, NY 11211
                    (Name and address of agent for service)

                            (800) 775-0712, Ext. 4144
                            -------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                     <C>              <C>                   <C>                      <C>
                                         Proposed maximum      Proposed maximum
Title of securities     Amount to be      offering Price       aggregate offering       Amount of
to be registered         registered        per share (1)         price (2)              registration fee


Common stock            4,000,000              $.08              $320,000.00               $29.44
Par value $.0001
</TABLE>
<PAGE>
     (1)  Pursuant to Rule 416,  this  Registration  Statement  also covers such
additional  securities as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions.  In addition, pursuant to
Rule 416 (c) under the  Securities  Act of 1933,  as amended,  (the "1933 Act"),
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

     (2)  Estimated  in  accordance  with Rule  457(c)  and (h) of the 1933 Act,
solely for the purpose of  calculation  of the  registration  fee.  The proposed
maximum  aggregate  offering price was calculated as follows:  4,000,000  shares
multiplied  by $.08 (the  average  of the high and low  prices  reported  on the
NASDAQ for one share of common stock,  par value $.0001 per share,  of Virilitec
Industries, Inc., on August 1, 2002)


                                EXPLANATORY NOTE

     Virilitec  Industries,  Inc.,  a Delaware  corporation,  ("Virilitec")  has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the 1933 Act, to register  certain shares of common stock,  $.0001 par
value per share (the "Common  Stock"),  which have been  authorized and reserved
for issuance  under the Virilitec  Industries,  Inc. 1998 Stock Option Plan (the
"Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  following  documents  listed  under  this  Part  I and  the  documents
incorporated  by  reference  under  Item 3 of Part II to this  Form  S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the  Securities  Act of 1933,  as  amended,  and are  incorporated  herein by
reference.

Item 1. Plan Information.*
        ----------------

Item 2.  Registrant Information and Employee Plan Annual Information.
         -----------------------------------------------------------

     * The document containing the information  specified in this Part I will be
sent or given to employees as specified by Rule  428(b)(1).  Such documents will
not be filed with the  Securities  and Exchange  Commission  (the  "Commission")
either  as  part  of  this  Registration  Statement  or as the  prospectuses  or
prospectus  supplements  pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part II of this  Registration  Statement,  taken  together,  shall  constitute a
prospectus that meets the requirements of Section 10(a) of the 1933 Act..

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed by the Registrant with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  The 's Registrant's Annual Report on Form 10-KSB/A for the fiscal year
          ended July 31, 2001;

     (b)  (c) All other  reports  filed by the  registrant  pursuant to sections
          13(a) or 15(d) of the  Exchange  Act since the end of the fiscal  year
          covered  by  the  Registrant's  document  referred  to in  (a)  above,
          including:

                    (1) The Registrant's Quarterly Report on Form 10-QSB for the
               fiscal  quarter  ended  October  31,  2001,  as  filed  with  the
               Commission on December 17, 2001;

                    (2) The Registrant's Quarterly Report on Form 10-QSB for the
               fiscal  quarter  ended  January  31,  2002,  as  filed  with  the
               Commission on March 13, 2002; and

                    (3) The Registrant's Quarterly Report on Form 10-QSB for the
               fiscal quarter ended April 30, 2002, as filed with  Commission on
               June 14, 2002.

     (c)  The description of the  Registrant's  Common Stock,  $.0001 par value,
          contained in the  Registrant's  Registration  Statement on Form 10-SB,
          12g, declared  effective on November 12, 1999,  pursuant to Section 12
          of the  Securities  Exchange Act of 1934,  as amended,  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a) 13(c),  14 and 15(d) of the Exchange Act , prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  in  the  documents  incorporated  or  deemed  to be  incorporated  by
reference  herein be deemed to be modified or  superseded  for  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently  filed document which is also  incorporated  or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to constitute a part of this  registration  statement.

<PAGE>

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General  Corporation Law ("DGCL")  provides that, to
the extent a  director,  officer,  employee  or agent of a  corporation  as been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding,  whether civil,  criminal,  administrative  or  investigative  or in
defense of any claim, issue, or matter therein (hereinafter a "Proceeding"),  by
reason of the fact that person is or was a director,  officer, employee or agent
of a corporation  or is or was serving at the request of such  corporation  as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or  other  enterprise  (collectively  an  "Agent"  of the
corporation)  that  person  shall be  indemnified  against  expenses  (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

The DGCL also provides that a corporation may indemnify any person who was or is
a party or is  threatened  to be made a party to any  threatened  Proceeding  by
reason of the fact that  person is or was an Agent of the  corporation,  against
expenses  (including  attorney's  fees),  judgment,  fines and  amounts  paid in
settlement  actually and reasonably  incurred by that person in connection  with
such  action,  suit or  proceeding  if that person  acted in good faith and in a
manner  that  person  reasonably  believed to be in, or not opposed to, the best
interest  of the  corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  that  person's  conduct  was
unlawful;  provided,  however,  that  in an  action  by or in the  right  of the
corporation,  the  corporation  may not indemnify  such person in respect of any
claim,  issue or matter as to which that  person is adjudged to be liable to the
corporation  unless,  and only to the extent that,  the Court of Chancery or the
court  in which  such  proceeding  was  brought  determined  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is reasonably entitled to indemnity.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers or persons  controlling  the  Registrant
pursuant to the foregoing provisions,  the Registrant has been informed that, in
the opinion of the Commission,  such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

            Not Applicable.

<PAGE>

Item 8.  Exhibits.

Number          Description

4.1             Virilitec Industries, Inc. 1998 Stock Option Plan

5.1             Opinion of G. David Gordon & Associates, P.C.

23.1            Consent of Mark Cohen, CPA

23.2            Consent of G. David Gordon & Associates, P.C.
                (contained in Exhibit 5.1).

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

                    (a) include any prospectus  required by Section  10(a)(3) of
               the Act.

                    (b)  reflect in the  prospectus  any facts or events  which,
               individually or together,  represent a fundamental  change in the
               information   set   forth   in   the   registration    statement.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate,  the changes in the maximum  aggregate  offering price
               set forth in the  "Calculation of Registration  Fee" table in the
               effective registration statement; and

                    (c) include any additional or changed  material  information
               on the plan of distribution.

     (2)  for  determining  liability  under the Act, treat each  post-effective
          amendment as a new registration  statement of the securities  offered,
          and the  offering  of the  securities  at that  time  shall  to be the
          initial bona fide offering; and

     (3)  file a post-effective amendment to remove from registration any of the
          securities that remain unsold at the termination of the offering.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and controlling persons of the issuer pursuant
to the foregoing provisions,  or otherwise,  the issuer has been advised that in
the opinion of the Commission such  indemnification  is against public policy as

<PAGE>

expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
issuer of expenses incurred or paid by a director, officer or controlling person
of the small business  issuer in the successful  defense of any action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the issuer will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Brooklyn,  State  of New  York on this  5th day of
August, 2002.


                                                VIRILITEC INDUSTRIES, INC.



                                                By: /s/ Bella Roth
                                                --------------------------------
                                                Bella Roth
                                                President


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Bella Roth as true and lawful attorneys-in-fact, acting
alone, with full powers of substitution and resubstitution for him or her and in
his or her name, place and stead, in any and all capacities,  to sign any or all
amendments  including  any  post-effective   amendments,  to  this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection  therewith,  with the Securities and Exchange  Commission,  hereby
ratifying and confirming all that said attorney-in-fact or his substitutes, each
acting alone, may lawfully do or cause to be done by virtue hereof.

<PAGE>

     Pursuant to the  requirements of the Act, this  Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.

Signature                       Title                             Date

/s/ Bella Roth                  President/CEO, Director           August 5, 2002
--------------                  (principal executive officer)
Bella Roth

/s/ Moshe Lauffer               Chief Financial Officer, Director August 5, 2002
-----------------               (principal financial and
Moshe Lauffer                   accounting officer)


/s/ Arnold Lipton, MD           Director                          August 5, 2002
---------------------
Arnold Lipton
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{"company-data": {"conformed-name": "VIRILITEC INDUSTRIES INC", "cik": "0001076700", "assigned-sic": "2833", "irs-number": "113447894", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97801", "film-number": "02722610"}, "business-address": {"street1": "100 CEDARURST AVE", "street2": "SUITE 201", "city": "CEDARHURST", "state": "NY", "zip": "11516"}, "mail-address": {"street1": "100 CEDARHURST AVENUE SUTIE 201", "city": "CEDARHURST", "state": "NY", "zip": "11516"}}
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           VIRILITEC INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

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

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

            VIRILITEC INDUSTRIES, INC. 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                   Bella Roth
                         236 Broadway Avenue, Suite 201
                               Brooklyn, NY 11211
                    (Name and address of agent for service)

                            (800) 775-0712, Ext. 4144
                            -------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum      Proposed maximum
Title of securities     Amount to be      offering Price       aggregate offering       Amount of
to be registered         registered        per share (1)         price (2)              registration fee

Common stock            4,000,000              $.08              $320,000.00               $29.44
Par value $.0001
(1)  Pursuant to Rule 416,  this  Registration  Statement  also covers such
additional  securities as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions.  In addition, pursuant to
Rule 416 (c) under the  Securities  Act of 1933,  as amended,  (the "1933 Act"),
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

     (2)  Estimated  in  accordance  with Rule  457(c)  and (h) of the 1933 Act,
solely for the purpose of  calculation  of the  registration  fee.  The proposed
maximum  aggregate  offering price was calculated as follows:  4,000,000  shares
multiplied  by $.08 (the  average  of the high and low  prices  reported  on the
NASDAQ for one share of common stock,  par value $.0001 per share,  of Virilitec
Industries, Inc., on August 1, 2002)

                                EXPLANATORY NOTE

     Virilitec  Industries,  Inc.,  a Delaware  corporation,  ("Virilitec")  has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the 1933 Act, to register  certain shares of common stock,  $.0001 par
value per share (the "Common  Stock"),  which have been  authorized and reserved
for issuance  under the Virilitec  Industries,  Inc. 1998 Stock Option Plan (the
"Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  following  documents  listed  under  this  Part  I and  the  documents
incorporated  by  reference  under  Item 3 of Part II to this  Form  S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the  Securities  Act of 1933,  as  amended,  and are  incorporated  herein by
reference.

Item 1. Plan Information.*
        ----------------

Item 2.  Registrant Information and Employee Plan Annual Information.
         -----------------------------------------------------------

     * The document containing the information  specified in this Part I will be
sent or given to employees as specified by Rule  428(b)(1).  Such documents will
not be filed with the  Securities  and Exchange  Commission  (the  "Commission")
either  as  part  of  this  Registration  Statement  or as the  prospectuses  or
prospectus  supplements  pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Part II of this  Registration  Statement,  taken  together,  shall  constitute a
prospectus that meets the requirements of Section 10(a) of the 1933 Act..
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed by the Registrant with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  The 's Registrant's Annual Report on Form 10-KSB/A for the fiscal year
          ended July 31, 2001;

     (b)  (c) All other  reports  filed by the  registrant  pursuant to sections
          13(a) or 15(d) of the  Exchange  Act since the end of the fiscal  year
          covered  by  the  Registrant's  document  referred  to in  (a)  above,
          including:

                    (1) The Registrant's Quarterly Report on Form 10-QSB for the
               fiscal  quarter  ended  October  31,  2001,  as  filed  with  the
               Commission on December 17, 2001;

                    (2) The Registrant's Quarterly Report on Form 10-QSB for the
               fiscal  quarter  ended  January  31,  2002,  as  filed  with  the
               Commission on March 13, 2002; and

                    (3) The Registrant's Quarterly Report on Form 10-QSB for the
               fiscal quarter ended April 30, 2002, as filed with  Commission on
               June 14, 2002.

     (c)  The description of the  Registrant's  Common Stock,  $.0001 par value,
          contained in the  Registrant's  Registration  Statement on Form 10-SB,
          12g, declared  effective on November 12, 1999,  pursuant to Section 12
          of the  Securities  Exchange Act of 1934,  as amended,  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a) 13(c),  14 and 15(d) of the Exchange Act , prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  in  the  documents  incorporated  or  deemed  to be  incorporated  by
reference  herein be deemed to be modified or  superseded  for  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently  filed document which is also  incorporated  or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to constitute a part of this  registration  statement.
Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General  Corporation Law ("DGCL")  provides that, to
the extent a  director,  officer,  employee  or agent of a  corporation  as been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding,  whether civil,  criminal,  administrative  or  investigative  or in
defense of any claim, issue, or matter therein (hereinafter a "Proceeding"),  by
reason of the fact that person is or was a director,  officer, employee or agent
of a corporation  or is or was serving at the request of such  corporation  as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or  other  enterprise  (collectively  an  "Agent"  of the
corporation)  that  person  shall be  indemnified  against  expenses  (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

The DGCL also provides that a corporation may indemnify any person who was or is
a party or is  threatened  to be made a party to any  threatened  Proceeding  by
reason of the fact that  person is or was an Agent of the  corporation,  against
expenses  (including  attorney's  fees),  judgment,  fines and  amounts  paid in
settlement  actually and reasonably  incurred by that person in connection  with
such  action,  suit or  proceeding  if that person  acted in good faith and in a
manner  that  person  reasonably  believed to be in, or not opposed to, the best
interest  of the  corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no  reasonable  cause to  believe  that  person's  conduct  was
unlawful;  provided,  however,  that  in an  action  by or in the  right  of the
corporation,  the  corporation  may not indemnify  such person in respect of any
claim,  issue or matter as to which that  person is adjudged to be liable to the
corporation  unless,  and only to the extent that,  the Court of Chancery or the
court  in which  such  proceeding  was  brought  determined  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is reasonably entitled to indemnity.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers or persons  controlling  the  Registrant
pursuant to the foregoing provisions,  the Registrant has been informed that, in
the opinion of the Commission,  such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

            Not Applicable.
Item 8.  Exhibits.

Number          Description

4.1             Virilitec Industries, Inc. 1998 Stock Option Plan

5.1             Opinion of G. David Gordon & Associates, P.C.

23.1            Consent of Mark Cohen, CPA

23.2            Consent of G. David Gordon & Associates, P.C.
                (contained in Exhibit 5.1).

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

                    (a) include any prospectus  required by Section  10(a)(3) of
               the Act.

                    (b)  reflect in the  prospectus  any facts or events  which,
               individually or together,  represent a fundamental  change in the
               information   set   forth   in   the   registration    statement.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate,  the changes in the maximum  aggregate  offering price
               set forth in the  "Calculation of Registration  Fee" table in the
               effective registration statement; and

                    (c) include any additional or changed  material  information
               on the plan of distribution.

     (2)  for  determining  liability  under the Act, treat each  post-effective
          amendment as a new registration  statement of the securities  offered,
          and the  offering  of the  securities  at that  time  shall  to be the
          initial bona fide offering; and

     (3)  file a post-effective amendment to remove from registration any of the
          securities that remain unsold at the termination of the offering.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors,  officers and controlling persons of the issuer pursuant
to the foregoing provisions,  or otherwise,  the issuer has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
issuer of expenses incurred or paid by a director, officer or controlling person
of the small business  issuer in the successful  defense of any action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the issuer will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Brooklyn,  State  of New  York on this  5th day of
August, 2002.

                                                VIRILITEC INDUSTRIES, INC.

                                                By: /s/ Bella Roth
                                                --------------------------------
                                                Bella Roth
                                                President

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Bella Roth as true and lawful attorneys-in-fact, acting
alone, with full powers of substitution and resubstitution for him or her and in
his or her name, place and stead, in any and all capacities,  to sign any or all
amendments  including  any  post-effective   amendments,  to  this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection  therewith,  with the Securities and Exchange  Commission,  hereby
ratifying and confirming all that said attorney-in-fact or his substitutes, each
acting alone, may lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements of the Act, this  Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.

Signature                       Title                             Date

/s/ Bella Roth                  President/CEO, Director           August 5, 2002
--------------                  (principal executive officer)
Bella Roth

/s/ Moshe Lauffer               Chief Financial Officer, Director August 5, 2002
-----------------               (principal financial and
Moshe Lauffer                   accounting officer)

/s/ Arnold Lipton, MD           Director                          August 5, 2002
---------------------
Arnold Lipton