VIRILITEC INDUSTRIES INC
8-K, 2000-10-10
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported): October 2, 2000


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



           Delaware                   0-25659                  11-3447894
-------------------------------     ------------          ----------------------
(State or Other Jurisdiction of     (Commission           (I.R.S. Employer
Incorporation or Organization)      File Number)          Identification Number)





100 Cedarhurst Avenue, Cedarhurst, NY                           11516
----------------------------------------                      ----------
(Address of Principal Executive Offices)                      (Zip Code)


(800)775-0712 ext. 4144
---------------------------------------------------
(Registrant's telephone number, including area code)



------------------------------------------------------------
(Former Name or Former Address if Changed Since Last Report)





<PAGE>



Item 4.  Changes in Registrant's Certifying Accountants.

                  (a) On October 2, 2000 Registrant dismissed Joseph Morgenstern
CPA as its  independent  accountants  ("JM").  This action had been  approved by
Registrant's Board of Directors. During its tenure, JM did not issue a report on
Registrant's  financial statements that either contained an adverse opinion or a
disclaimer  of opinion,  or was qualified or modified as to  uncertainty,  audit
scope or accounting principles.

                  During   the   period  of  its   engagement   there   were  no
disagreements  between Registrant and JM on any matter of accounting  principles
or practices,  financial  statement  disclosure,  or audit scope and  procedure,
which disagreement, if not resolved to the satisfaction of JM, would have caused
it to make  reference to the subject  matter of the  disagreement  in connection
with its opinion.

                  (b) On October 2, 2000 the Board of  Directors  of  Registrant
appointed Mark Cohen CPA ("MC") as its  independent  accountants.  Prior to such
engagement,  Registrant  did not consult with MC regarding  the  application  of
accounting principles to a specified  transaction,  or the type of audit opinion
that may be rendered with respect to the Registrant's financial statements.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         1.       Letter by the dismissed independent accountants in
                  connection with the       disclosure under item 4 of this
                  Report.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the registrant has duly caused this  registration  statement to be signed on its
behalf by the undersigned, thereto duly authorized.

Date: October 6, 2000

                                                     VIRILITEC INDUSTRIES, INC.



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



<PAGE>



                                    Exhibit 1


<PAGE>


                               JOSEPH MORGENSTERN
                           CERTIFIED PUBLIC ACCOUNTANT
                             350 Broadway, 4th Floor
                             New York,NY 10013-3911
                               TEL: (212) 925-9490
                               FAX: (212) 226-9134




                                                     October 6, 2000



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549




Gentlemen:

         We have read and agree  with the  comments  in Item 4(a) of Form 8-K of
Virilitec Industries, Inc. dated October 2, 2000.

                                                     Very truly yours,



                                                     /s/ Joseph Morgenstern
                                                     ----------------------
                                                     Joseph Morgenstern




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