<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q


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

                For the quarterly period ended September 30, 2001


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

             For the transition period from __________ to __________
                        Commission file number 000-23463

                       Philips International Realty Corp.
             (Exact name of registrant as specified in its charter)

                     Maryland                         13-3963667
           (State or other jurisdiction            (I.R.S. Employer
       of incorporation or organization)          Identification No)

                      417 Fifth Avenue, New York, NY 10016
               (Address of principal executive offices - Zip Code)

                                 (212) 545-1100
              (Registrant's telephone number, including area code)

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 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 90 days.

Yes  /x/      No   / /

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

7,340,474 shares outstanding as of October 31, 2001.




<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2001 and
December 31, 2000

Condensed Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2001 and 2000

Condensed Consolidated Statements of Shareholders' Equity for the Nine Months
Ended September 30, 2001 and 2000

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2001 and 2000

Notes to Condensed Consolidated Financial Statements



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

Item 3. Quantitative and Qualitative Disclosure of Market Risk

<PAGE>


              PHILIPS INTERNATIONAL REALTY CORP.
             CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                  September 30,   December 31,
                                                                                      2001            2000
                                                                                  ------------    ------------
                                                                                   (Unaudited)      (Note 1)

  ASSETS

<S>                                                                               <C>             <C>
Rental properties - net - held for sale                                           $ 22,930,637    $ 33,579,229
Cash and cash equivalents                                                              640,194       1,704,425
Accounts receivable                                                                    666,783         981,192
Deferred charges and prepaid expenses                                                  132,436         124,441
Other assets                                                                         1,842,377       1,183,102
                                                                                  ------------    ------------

Total Assets                                                                      $ 26,212,427    $ 37,572,389
                                                                                  ============    ============

             LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
      Accounts payable and accrued expenses                                       $  1,440,540    $  2,402,595
      Other liabilities                                                                 73,171         106,893
                                                                                  ------------    ------------

Total Liabilities                                                                    1,513,711       2,509,488
                                                                                  ------------    ------------

Minority interests in Operating Partnership                                             83,707         119,213
                                                                                  ------------    ------------

Shareholders' Equity
      Preferred Stock, $.01 par value; 30,000,000 shares authorized;
            no shares issued and outstanding                                              --              --
      Common Stock, $.01 par value; 150,000,000 shares authorized;
            7,340,474 shares issued and outstanding                                     73,405          73,405
      Additional paid in capital                                                    92,668,007      92,668,007
      Cumulative distributions in excess of net income                             (68,126,403)    (57,797,724)
                                                                                  ------------    ------------
Total Shareholders' Equity                                                          24,615,009      34,943,688
                                                                                  ------------    ------------

Total Liabilities and Shareholders' Equity                                        $ 26,212,427    $ 37,572,389
                                                                                  ============    ============

</TABLE>




                            See accompanying notes.


<PAGE>
                       PHILIPS INTERNATIONAL REALTY CORP.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            Three Months                    Nine Months
                                                                        Ended September 30,             Ended September 30,
                                                                   ----------------------------    ----------------------------
                                                                       2001            2000             2001            2000
                                                                   ------------    ------------    ------------    ------------

<S>                                                                <C>             <C>             <C>             <C>
Revenues from rental property                                      $  1,371,781    $ 10,304,014    $  4,020,859    $ 35,706,844
                                                                   ------------    ------------    ------------    ------------
Expenses:
      Operating expenses                                                123,712       1,375,855         511,674       4,437,033
      Real estate taxes                                                 129,574       1,575,513         468,045       5,159,848
      Management fees to affiliates                                      33,744         317,233         116,186       1,059,361
      Interest expense                                                     --         2,978,312            --         9,472,121
      Depreciation and amortization                                        --         1,709,710            --         5,446,427
      General and administrative expenses                               212,623         804,162         754,288       2,376,054
                                                                   ------------    ------------    ------------    ------------
                                                                        499,653       8,760,785       1,850,193      27,950,844
                                                                   ------------    ------------    ------------    ------------
      Operating income                                                  872,128       1,543,229       2,170,666       7,756,000

Equity in net income (loss) of real estate joint ventures                  --           (14,338)           --            10,581

Minority interests in income before gain on sale of shopping
 center properties and extraordinary items                              (3,054)       (523,007)         (7,409)     (2,129,728)

Other income (expense), net                                              26,061         547,352           8,587         688,070
                                                                   ------------    ------------    ------------    ------------

Income before gain on sale of shopping center properties
 and extraordinary items                                                895,135       1,553,236       2,171,844       6,324,923

Gain on sale of shopping center properties (net of minority
 share of $13,$400,518, $1,178 and $400,518)                              3,770       1,189,472         345,307       1,189,472
                                                                   ------------    ------------    ------------    ------------

Income before extraordinary items                                       898,905       2,742,708       2,517,151       7,514,395

Extraordinary items (net of minority share of $553,463 )                   --              --              --        (1,643,690)
                                                                   ------------    ------------    ------------    ------------
      Net income                                                   $    898,905    $  2,742,708    $  2,517,151    $  5,870,705
                                                                   ============    ============    ============    ============


Basic and diluted income (loss) per common share:
      Income before extraordinary items                            $       0.12    $       0.37    $       0.34    $       1.02
      Extraordinary items                                                  --              --              --             (0.22)
                                                                   ------------    ------------    ------------    ------------
      Net income                                                   $       0.12    $       0.37    $       0.34    $       0.80
                                                                   ============    ============    ============    ============

</TABLE>


                            See accompanying notes.
<PAGE>



                       PHILIPS INTERNATIONAL REALTY CORP.
            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              For the Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                        Cumulative
                                                    Common                             Distributions
                                                     Stock              Additional      in Excess        Stock             Total
                                          ---------------------------     Paid-In        of Net         Purchase       Shareholders'
                                              Shares         Amount       Capital        Income           Loans           Equity
                                          ------------   ------------   ------------   ------------    ------------    ------------
<S>                                        <C>          <C>            <C>            <C>             <C>             <C>
Balance, December 31, 2000                   7,340,474   $     73,405   $ 92,668,007   $(57,797,724)   $       --      $ 34,943,688
     Net income                                                                           2,517,151                       2,517,151
     Dividends declared on Common Stock                                                 (12,845,830)                    (12,845,830)

                                          ------------   ------------   ------------   ------------    ------------    ------------
Balance, September 30, 2001                  7,340,474   $     73,405   $ 92,668,007   $(68,126,403)   $       --      $ 24,615,009
                                          ============   ============   ============   ============    ============    ============



                                                                                        Cumulative
                                                    Common                             Distributions
                                                     Stock              Additional      in Excess        Stock             Total
                                          ---------------------------     Paid-In        of Net         Purchase       Shareholders'
                                              Shares         Amount       Capital        Income           Loans           Equity
                                          ------------   ------------   ------------   ------------    ------------    ------------
Balance, December 31, 1999                   7,340,474   $     73,405   $ 92,668,007   $ (5,183,136)   $   (704,168)   $ 86,854,108
     Net income                                                                           5,870,705                       5,870,705
     Dividends declared on Common Stock                                                  (5,542,062)                     (5,542,062)
     Amortization of stock purchase loans                                                                   153,126         153,126
                                          ------------   ------------   ------------   ------------    ------------    ------------
Balance, September 30, 2000                  7,340,474   $     73,405   $ 92,668,007   $ (4,854,493)   $   (551,042)   $ 87,335,877
                                          ============   ============   ============   ============    ============    ============

</TABLE>



                            See accompanying notes.


<PAGE>
                       PHILIPS INTERNATIONAL REALTY CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Nine Months Ended September 30,
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                              2001           2000
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
Cash flow provided  by operating activities:                             $     14,517    $ 12,692,767
                                                                         ------------    ------------

Cash flow from investing activities:
      Acquisitions of land, buildings and improvements                           --        (6,052,769)
      Proceeds from sale of shopping center properties                     11,811,175      50,353,769
      Investments in and advances to real estate joint ventures                  --          (220,651)
      Return of investment in real estate joint venture                          --         7,862,240
      Collection of secured  mortgage note receivable                            --         2,350,000
                                                                         ------------    ------------

      Net cash provided by  investing activities                           11,811,175      54,292,589
                                                                         ------------    ------------

Cash flow from financing activities:

      Repayment of mortgage notes payable and related costs                      --       (59,183,423)
      Principal amortization of mortgage notes payable                           --          (606,349)
      Proceeds from debt financing                                               --        39,336,993
      Dividends paid on Common Stock                                      (12,845,830)     (8,313,093)
      Distributions to minority interests                                     (44,093)     (2,799,987)
                                                                         ------------    ------------

Net cash used in financing activities                                     (12,889,923)    (31,565,859)
                                                                         ------------    ------------

Net increase (decrease) in cash and cash equivalents                       (1,064,231)     35,419,497
Cash and cash equivalents, beginning of period                              1,704,425       3,183,142
                                                                         ------------    ------------


Cash and cash equivalents, end of period                                 $    640,194    $ 38,602,639
                                                                         ============    ============


Noncash investing & financing activities:

      Acquisition of real estate accounted for at the time of purchase
            on the equity method                                         $       --      $ 13,754,786
                                                                         ============    ============
      Assumption of debt by purchaser of properties                      $       --      $ 16,297,880
                                                                         ============    ============
</TABLE>



                            See accompanying notes.

<PAGE>

                       PHILIPS INTERNATIONAL REALTY CORP.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. Interim Financial Statements

         The accompanying Condensed Consolidated Financial Statements include
the accounts of the Company and its subsidiaries, all of which are wholly-owned,
and the Operating Partnership. All significant intercompany accounts and
balances have been eliminated in consolidation. The information furnished is
unaudited and reflects all adjustments which are, in the opinion of management,
necessary to reflect a fair presentation of the results for the interim periods
presented, and all such adjustments are of a normal recurring nature. These
Condensed Consolidated Financial Statements should be read in conjunction with
the financial statements included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.

         The Condensed Consolidated Balance Sheet at December 31, 2000, has been
derived from the audited financial statements at that date but does not include
all of the information and footnote disclosure required by generally accepted
accounting principles for complete financial statements.

2. Income (Loss) per Common Share

         Basic net income per share excludes the dilutive effects of any
outstanding options. Diluted net income per share includes the dilutive (but not
any anti-dilutive) effect of any outstanding options calculated under the
treasury stock method.

         Basic and diluted net income per common share in the accompanying
Condensed Consolidated Statements of Income are based upon weighted average
numbers of 7,340,474 shares of Common Stock outstanding for the three and nine
months ended September 30, 2001 and 2000.


3. Segment Information

         Management considers the Company's various operating, investing and
financing activities to comprise a single business segment and evaluates real
estate performance and allocates resources based on net income.

4. Plan of Liquidation

         On October 13, 1999, the Board of Directors of the Company announced
that it had retained a financial advisor to assist the Company in examining
strategic alternatives to maximize shareholder value. The Board believed that
the Company's then current stock price did not reflect the underlying value of
its assets. Given the changing dynamics of the REIT market place and consistent
with its commitment to realize shareholder value for all investors, the Board
believed that it was prudent to explore the strategic alternatives for the
Company.

         At a Special Meeting of Stockholders held on October 10, 2000,
approximately 80% of the Company's 7,340,474 common shares outstanding were
voted with 99.7% of these votes cast in favor of a plan of liquidation.

         On October 11, 2000, the Company announced that its stockholders had
approved a plan of liquidation for the Company, pursuant to which the Company
planned to (a) transfer its interests in affiliated entities that owned eight
shopping centers to Kimco Income Operating Partnership, L.P. for cash and the
assumption of indebtedness, (b) transfer its interests in entities that owned
four shopping centers and two redevelopment properties, subject to certain
indebtedness, to Philip Pilevsky, the chief executive officer, and certain of
his affiliates and family members in exchange for cash and the redemption of
units in the Company's operating partnership, (c) sell its remaining assets for
cash, (d) pay or provide for its liabilities and expenses, (e) distribute the
net cash proceeds of the liquidation, then estimated at $18.25 per share of
common stock, to the stockholders in two or more liquidating distributions, and
(f) wind up operations and dissolve. The Company paid liquidating distributions
of $13, $1.00 and $.75 per share of common stock on December 22, 2000, July 9,
2001 and September 24, 2001, respectively. On November 2, 2001, the Company
declared the fourth liquidating distribution of $.50 per share which is payable
on November 19, 2001. (See Note 7)

<PAGE>

5.  Property Acquisitions/Dispositions

         At December 31, 1999, the Company had a $7.1 million joint-venture
investment in a proposed retail-residential redevelopment project. In March
2000, the joint venture sold this project and the Company's investment was
returned in full. A shareholder and Unit holder of the Company was also an
investor in this joint venture.

         During the first quarter 2000, the Company acquired for approximately
$1 million in cash the minority interests in, and began reporting on a
consolidated basis the results of operations for, two shopping center properties
previously accounted for under the equity method.

         On July 14, 2000, certain subsidiaries of the Company sold seven
properties aggregating approximately 620,000 square feet to Kimco Income
Operating Partnership, L.P., a Delaware limited partnership ("Kimco"), for a
total consideration of $67.3 million pursuant to a Purchase and Sale Agreement
dated as of April 28, 2000. The purchase price was comprised of approximately
$51.0 million in cash and mortgage debt assumption of $16.3 million. The
properties included four New York shopping centers (Walgreens at Freeport,
Munsey Park, Yonkers and Glen Cove) and three in Florida (Key Largo, Orlando and
Lake Mary). The sale of these seven properties resulted in a gain of $1.2
million, net of $.4 million of minority interest.

         On December 4, 2000, in conjunction with the plan of liquidation
approved by stockholders on October 10, 2000, certain affiliates of the Company
disposed of interests in another eight properties aggregating approximately
1,178,000 square feet to Kimco for a total consideration of $137 million
pursuant to an Asset Contribution, Purchase and Sale Agreement dated as of April
28, 2000. The purchase price was comprised of approximately $71.1 million in
cash, $55.4 million in mortgage debt assumption and $10.5 million of equity
redemption (576,326 Operating Partnership Units valued at $18.25 per Unit). The
properties included four New York shopping centers (Forest Avenue Shoppers Town,
Meadowbrook Commons, Merrick Commons and Mill Basin Plaza), two Connecticut
shopping centers (Branhaven Plaza and Elm Plaza), one shopping center property
in New Jersey (Millside Plaza) and one shopping center property in Massachusetts
(Foxboro Plaza). The disposition of these properties resulted in a gain of
approximately $17.4 million, net of $6.6 million of minority interest.

         Also in conjunction with its plan of liquidation, the Company has
completed the distribution of its interest in four shopping center properties in
Hialeah, Florida and the sale of its interest in one redevelopment site (1517-25
Third Avenue, New York City) for total consideration of approximately $123
million to certain limited partners in the Operating Partnership, including
Philip Pilevsky, the Company's chairman and chief executive officer. The total
consideration was comprised of $3.3 million in cash, $85.3 million in mortgage
debt assumption and $34.1 million in redemption of their entire equity interest
in the Operating Partnership (1,870,873 Units valued at $18.25 per Unit). These
transactions resulted in a gain of $24.4 million, net of $9.3 million of
minority interest.

         On June 14, 2001, the Company completed the sale of its redevelopment
site located in Lake Worth, Florida (the "Lake Worth Property") to certain
former unit holders of Philips International Realty, L.P., including Philip
Pilevsky, the Company's Chairman and Chief Executive Officer, for approximately
$7.6 million in cash, pursuant to the Amended and Restated Purchase and Sale
Agreement dated as of June 20, 2000, by Philips International Realty, L.P., a
Delaware limited partnership, Philips Lake Worth Corp., a New York corporation,
and Philip Pilevsky. The sale of this property resulted in a gain of
approximately $.3 million.

         On August 31, 2001, the Company completed the sale of its North Star
Shopping Center (the "Property") in Alexandria, Minnesota for approximately $4.5
million in cash, pursuant to the Sale and Purchase Agreement dated July 16, 2001
by Philips Shopping Center Fund, L.P., a Delaware limited partnership and Repco
LLP, as successor to Kordel, Inc., a Minnesota corporation. The sale resulted in
a gain of approximately $4 thousand.

6. Shopping Center Portfolio

         As a consequence of the above-referenced transactions, the Company's
remaining shopping center portfolio at September 30, 2001 comprised six
properties located in California (3), Washington (1), Illinois (1), and Kentucky
(1). These shopping centers, each with the anchor store premises under lease to
Kmart, represent and aggregate 567,000 square feet of gross leasable area. The
Company is actively marketing these properties for sale. Although management
expects that it will be able to consummate a sales transaction(s), there can be
no assurance that a sale(s) will be completed on satisfactory terms, if at all.
(See Note 7)

7. Subsequent Events

         On November 2, 2001, the Company announced that it has completed the
sale of its Highway 101 Shopping Center in Port Angeles, Washington for
approximately $4.5 million cash.

         Pursuant to the Company's plan of liquidation, its Board of Directors
declared a fourth liquidating distribution of $.50 per share on November 2, 2001
which will be payable on November 19, 2001. The record date is November 12,
2001. However, shareholders must continue to own their shares up to and
including November 19, 2001 in order to be entitled to the liquidating
distribution of $.50 per share. Effective November 8, 2001, the Company's shares
will be traded on the New York Stock Exchange with due bills which will entitle
the owner of the stock to receipt of the distributions. The Company's stock will
be traded ex-dividend after the payment date of November 19, 2001.


<PAGE>



                                     PART I

                              FINANCIAL INFORMATION
                                   (Continued)

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

         The following discussion should be read in conjunction with the
accompanying Condensed Consolidated Financial Statements and Notes thereto, and
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000. These unaudited financial statements include all adjustments which are, in
the opinion of management, necessary to reflect a fair presentation of the
results for the interim periods presented, and all such adjustments are of a
normal recurring nature.

         When used in this Quarterly Report on Form 10-Q, the words "may",
"will", "expect", "anticipate", "continue", "estimate", "project", "intend" and
similar expressions are intended to identify forward-looking statements
regarding events, conditions and financial trends that may affect the Company's
future plans of operations, business strategy, results of operations and
financial position. Such forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties. Actual results may
differ materially from those included within the forward-looking statements as a
result of various factors.

Results of Operations

         During the third and fourth quarters of 2000 and the nine months ended
September 30, 2001, the Company disposed of substantially all of its assets. See
Notes 4 and 5 of the accompanying Notes to Condensed Consolidated Financial
Statements. The disposition of these properties gives rise to significant
changes when comparing the Company's results of operations for the three and
nine months ended September 30, 2001 and 2000.

Comparison of Three and Nine Months Ended September 30, 2001 and 2000

         Revenues from rental property was $1,372,000 for the quarter ended
September 30, 2001 compared to $10,304,000 for the comparable period in 2000.
For the nine months ended September 30, 2001 revenues totaled $4,021,000
compared to $35,707,000 in 2000. Expenses were $500,000 for the third quarter of
2001 and $8,761,000 in 2000. For the nine month period, expenses were $1,850,000
in 2001 and $27,951,000 in 2000. These changes resulted primarily from the above
mentioned disposition of substantially all of the Company's assets. Interest
expense has been eliminated since the proceeds of property dispositions were
utilized, in part, to repay all outstanding mortgage indebtedness, while
depreciation and amortization charges have been suspended on the Company's
remaining properties held for sale. Minority interests in the Operating
Partnership were substantially eliminated in conjunction with property
dispositions as discussed in Notes 4 and 5 to the accompanying Condensed
Consolidated Financial Statements.

Liquidity and Capital Resources

         The Company expects to invest temporarily available cash in short-term,
investment-grade interest bearing securities, such as securities of the United
States government or its agencies, high-grade commercial paper and bank
deposits.

         The Company expects to meet its short-term and long-term liquidity
requirements generally through net cash provided by operations. The Company
believes that its net cash provided by operations will be sufficient to allow
the Company to make distributions necessary to enable the Company to continue to
qualify as a REIT. The Company also believes that the foregoing sources of
liquidity will be sufficient to fund its short-term liquidity needs for the
foreseeable future. The net cash provided by operations from its six (6)
remaining properties are anticipated to be sufficient to fund the operation of
such properties and those of the Company. The Company is actively seeking to
dispose of all such properties and to complete its liquidation as soon as
practicable. There can be no assurance, however, that this will occur in the
near future or at prices sufficient to aggregate the estimated $18.25 in total
per share liquidating distributions to the shareholders of the Company.

         Pending the sale of its remaining shopping center properties, the
Company will continue to direct its asset and property management resources to
maximize cash flow from these existing properties and endeavor to enhance their
value through its knowledge of the shopping center industry.

Cash Flows

         Cash flow provided by operating activities was $15,000 for the nine
months ended September 30, 2001 compared to $12,693,000 for the comparable
period in 2000. Net cash provided by investing activities was $11,811,000 in
2001 and $54,293,000 in 2000. Net cash used in financing activities was
$12,890,000 in 2001 compared to $31,566,000 in 2000. These changes result
primarily from the above mentioned disposition of substantially all of the
Company's assets.


<PAGE>

Inflation

Substantially all of the Company's leases contain provisions designed to
mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clauses, which
generally increase rental rates during the terms of the leases. Such escalation
clauses are often related to increases in the consumer price index or similar
inflation indices. In addition, many of the Company's leases are for terms of
less than 10 years, which permits the Company to seek to increase rents upon
re-rental at market rates. Most of the Company's leases require the tenant to
pay their share of operating expenses, including common area maintenance, real
estate taxes and insurance, thereby reducing the Company's exposure to increase
in costs and operating expenses resulting from inflation.


Item 3.  Quantitative and Qualitative Disclosure of Market Risk

None.




<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings

On October 2, 2000, a class action complaint was filed in the United States
District Court for the Southern District of New York against the Company and its
directors. The complaint alleged a number of improprieties concerning the
pending plan of liquidation of the Company. The Company believes that the
asserted claims are without merit, and will defend such action vigorously. On
November 9, 2000, the Court, ruling from the bench, denied the plaintiff's
motion for a preliminary injunction seeking to prevent the liquidation based
essentially on the same allegations as in the complaint. This bench ruling was
followed by a written order dated November 30, 2000 wherein the Court concluded
that the plaintiff had failed to demonstrate either that it was likely to
succeed on the merits of its case or that there were sufficiently serious
questions going to the merits of its case to make it fair ground for litigation.
The plaintiffs in the action continue to prosecute the suit as a damage claim
against the Company and its directors. The Company continues to believe that the
action is without merit and will continue to defend it vigorously.

On August 3, 2001, the Court, while agreeing with the legal analysis set forth
in the Company's motion to dismiss the claim for breach of fiduciary duty (the
"Motion") against the directors of the Company, amended the pleading in order to
recognize that, in situations such as the one at hand, a demand by the plaintiff
on the board of directors to commence an action would have been futile.
Therefore, the Court mooted the Motion through its amendment of the complaint,
which was deemed amended in accordance with the Court's order. The breach of
fiduciary claim was therefore permitted to stand. Plaintiff has moved for class
certification. The Company intends to vigorously oppose this motion. Although
plaintiff sought to prevent further discovery relating to class certification,
the Court has ordered that discovery go forward. Plaintiff's motion for class
certification should be fully briefed in the beginning of December 2001 and the
hearing before the Court on this motion is currently scheduled for December 20,
2001. Based on the facts discovered regarding plaintiff's suitability to serve
as lead plaintiff, and the Court's comments regarding plaintiff's suitability,
the Company is hopeful that class certification will be denied. In the event
that class certification is denied, the plaintiff has asserted a derivative
claim for breach of fiduciary duty in connection with the liquidation, and may
elect to proceed with that claim on its own.

Except as noted above, the Company is not presently involved in any litigation
nor to its knowledge is any litigation threatened against the Company or its
subsidiaries that, in management's opinion, would result in any material adverse
effect on the Company's ownership, management or operation of its properties, or
which is not covered by the Company's liability insurance.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None

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

None

Item 5. Other Information

Effective as of October 5, 2001 (the "Resignation Date"), Louis J. Petra
resigned as President, as an officer and as a member of the Board of the
Company. Following the Resignation Date, Mr. Petra may, at the request of the
Company's Board of Directors, provide consulting services to the Company as an
independent contractor on a per diem basis. The Company is under no obligation
to request Mr. Petra's services, and Mr. Petra is under no obligation to provide
such services. Mr. Petra's per diem rate will be $1,200 plus reimbursement of
reasonable out-of-pocket expenses.



<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits

Exhibit Number    Description
--------------    -----------

2.1         Plan of Liquidation and Dissolution of the Company (filed as exhibit
            2.1 to the Company's Current Report on Form 8-K dated April 28,
            2000, and incorporated herein by reference).

3.1         Amended and Restated Articles of Incorporation of the Company (filed
            as Exhibit 3.1 to the Company's Current Report on Form 8-K dated
            December 31, 1997, and incorporated herein by reference).

3.2         Articles Supplementary of Series A Preferred Stock (filed as Exhibit
            3.2 to the Company's Form 8-K dated December 31, 1997 and
            incorporated herein by reference).

3.3         Articles Supplementary dated July 27, 1999, (filed as Exhibit 3.1 to
            the Company's Current Report on Form 8-K dated July 15, 1999, and
            incorporated herein by reference).

3.4         Third Amended and Restated By-Laws of the Company dated July 27,
            1999, (filed as Exhibit 3.2 to the Company's Current Report on Form
            8-K dated July 15, 1999, and incorporated herein by reference).

3.5         Form of Certificate of Common Stock (filed as Exhibit 3.4 to the
            Company's Registration Statement on Form S-11, Registration No.
            333-47975, and incorporated herein by reference).

4.1         Shareholder Rights Agreement, dated as of March 31, 1999, between
            the Company and BankBoston, N.A. (filed as Exhibit 4.1 to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            1998, and incorporated herein by reference).

4.2         Amendment No. 1, dated July 27, 1999, to Shareholder Rights
            Agreement dated as of March 31, 1999, between the Company and Bank
            Boston N.A., as Rights Agent (filed as Exhibit 4.1 to the Company's
            Current Report on Form 8-K dated July 15, 1999, and incorporated
            herein by reference).

4.3         Articles Supplementary for Series A Junior Participating Preferred
            Stock (filed as Exhibit 4.2 to the Company's Annual Report on Form
            10-K for the year ended December 31, 1998, and incorporated herein
            by reference).

10.1        Amended and Restated Agreement of Limited Partnership of the
            Operating Partnership (filed as Exhibit 10.1 to the Company's
            Registration Statement on Form S-11, Registration No. 333- 47975,
            and incorporated herein by reference).

10.2        First Amendment to the Amended and Restated Agreement of Limited
            Partnership of the Operating Partnership (filed as Exhibit 10.2 to
            the Company's Annual Report on Form 10-K for the year ended December
            31, 1998, and incorporated herein by reference).

10.3        Contribution and Exchange Agreement, dated August 11, 1997, among
            National Properties Investment Trust, the Board of Trustees, the
            Company, the Operating Partnership and certain contributing
            partnerships or limited liability companies associated with a
            private real estate firm controlled by Philip Pilevsky and certain
            partners and members thereof (filed as Exhibit 10.6 to the Company's
            Registration Statement on Form S-4, Registration No. 333-41431, and
            incorporated herein by reference).

10.4        Amended and Restated Management Agreement, dated as of March 30,
            1998, among the Company, the Operating Partnership and Philips
            International Management Corp. (filed as Exhibit 10-8 to the
            Company's Form 10-K for the year ended December 31, 1997, and
            incorporated herein by reference).

10.5        Amended and Restated Non-Competition Agreement, dated as of March
            30, 1998, among the Company, the Operating Partnership, Philip
            Pilevsky and Sheila Levine (filed as Exhibit 10.9 to the Company's
            Form 10-K for the year ended December 31, 1997, and incorporated
            herein by reference).
<PAGE>

10.6        Amendment No. 1 to Contribution and Exchange Agreement, dated as of
            December 29, 1997 (filed as Exhibit 10.13 to the Company's Form 8-K
            dated December 31, 1997, and incorporated herein by reference).

10.7        Credit Agreement among the Operating Partnership and Prudential
            Securities Credit Corporation (filed as Exhibit 10.18 to the
            Company's Report on Form 10-Q for the period ended March 31, 1998
            and incorporated herein by reference).

10.8        Purchase and Sale Agreement dated as of April 28, 2000, by and among
            Munsey Park Associates, LLC, a New York limited liability company,
            North Shore Triangle, LLC, a New York limited liability company,
            Philips Yonkers, LLC, a New York limited liability company, Philips
            Henry, LLC, a New York limited liability company, Philips Shopping
            Center Fund, L.P., a Delaware limited partnership, and Philips Lake
            Mary Associates, L.P., a Delaware limited partnership, and Kimco
            Income Operating Partnership, L.P., a Delaware limited partnership
            (filed as exhibit 10.1 to the Company's Current Report on Form 8-K
            dated April 28, 2000, and incorporated herein by reference).

10.9        Redemption Agreement dated as of April 27, 2000, by and among the
            Operating Partnership and Philip Pilevsky (filed as exhibit 10.2 to
            the Company's Current Report on Form 8-K dated April 28, 2000, and
            incorporated herein by reference).

10.10       Asset Contribution, Purchase and Sale Agreement dated as of April
            28, 2000, by and among the Company, the Operating Partnership,
            Certain Affiliated Parties signatory thereto, KIR Acquisition, LLC,
            a Delaware limited liability company and Kimco Income Operating
            Partnership, L.P., a Delaware limited partnership (filed as exhibit
            10.3 to the Company's Current Report on Form 8-K dated April 28,
            2000, and incorporated herein by reference).

10.11       Amended and Restated Redemption Agreement dated as of April 27,
            2000, by and among Philips International Realty, L.P., a Delaware
            limited partnership, and Philip Pilevsky (filed as exhibit 10.1 to
            the Company's Current Report on Form 8-K dated April 28, 2000, and
            incorporated herein by reference).

10.12       Redemption Agreement dated as of April 28, 2000, by and among
            Philips International Realty, L.P., a Delaware limited partnership,
            and Allen Pilevsky (filed as exhibit 10.2 to the Company's Current
            Report on Form 8-K dated April 28, 2000, and incorporated herein by
            reference).

10.13       Redemption Agreement dated as of April 28, 2000, by and among
            Philips International Realty, L.P., a Delaware limited partnership,
            and Fred Pilevsky (filed as exhibit 10.3 to the Company's Current
            Report on Form 8-K dated April 28, 2000, and incorporated herein by
            reference).

10.14       Redemption Agreement dated as of April 28, 2000, by and among
            Philips International Realty, L.P., a Delaware limited partnership,
            and SL Florida LLC, a Delaware limited liability company (filed as
            exhibit 10.4 to the Company's Current Report on Form 8-K dated April
            28, 2000, and incorporated herein by reference).

10.15       First Amendment to Asset Contribution, Purchase and Sale Agreement
            dated as of May 31, 2000, by and among Philips International Realty,
            L.P., a Delaware limited partnership, the Company, certain
            Affiliated Parties signatory thereto, KIR Acquisition, LLC, a
            Delaware limited liability company, and Kimco Income Operating
            Partnership, L.P., a Delaware limited partnership (filed as exhibit
            10.5 to the Company's Current Report on Form 8-K dated April 28,
            2000, and incorporated herein by reference).

10.16       Second Amendment to Asset Contribution, Purchase and Sale Agreement
            dated as of June 15, 2000, by and among Philips International
            Realty, L.P., a Delaware limited partnership, the Company, certain
            Affiliated Parties signatory thereto, KIR Acquisition, LLC, a
            Delaware limited liability company, and Kimco Income Operating
            Partnership, L.P., a Delaware limited partnership (filed as exhibit
            10.6 to the Company's Current Report on Form 8-K dated April 28,
            2000, and incorporated herein by reference).

10.17       Third Amendment to Asset Contribution, Purchase and Sale Agreement
            dated as of June 20, 2000, by and among Philips International
            Realty, L.P., a Delaware limited partnership, the Company, certain
            Affiliated Parties signatory thereto, KIR Acquisition, LLC, a
            Delaware limited liability company, and Kimco Income Operating
            Partnership, L.P., a Delaware limited partnership (filed as exhibit
            10.7 to the Company's Current Report on Form 8-K dated April 28,
            2000, and incorporated herein by reference).

10.18       Amended and Restated Purchase and Sale Agreement dated as of June
            20, 2000, by 1517-25 Third, L.P., a New York limited partnership,
            Philip Pilevsky, SL Florida LLC, a Delaware limited liability
            company, Allen Pilevsky and Fred Pilevsky (filed as exhibit 10.8 to
            the Company's Current Report on Form 8-K dated April 28, 2000, and
            incorporated herein by reference).
<PAGE>

10.19       Amended and Restated Purchase and Sale Agreement dated as of June
            20, 2000, by Philips International Realty, L.P., a Delaware limited
            partnership, Philips Lake Worth Corp., a New York corporation, and
            Philip Pilevsky (filed as exhibit 10.9 to the Company's Current
            Report on Form 8-K dated April 28, 2000, and incorporated herein by
            reference).

10.20       Amendment to Amended and Restated Purchase and Sale Agreement dated
            as of April 4, 2001, by and between the Company, Philips Lake Worth
            Corp., a New York corporation, and Philip Pilevsky.

(b) Report on Form 8-K

         On September 7, 2001, the Company filed with the SEC a Current Report
on Form 8-K dated August 31, 2001, reporting under Item 2 that the Company
completed the sale of its North Star Shopping Center in Alexandria, Minnesota,
pursuant to its plan of liquidation and declared a third liquidating
distribution of $.75 per share on September 5, 2001. In addition, on August 14,
2001 the Company filed with the SEC, a Form 8-K/A dated June 14, 2001 amending
its current report on Form 8-K dated June 14, 2001 to provide certain pro forma
financial information.



<PAGE>



SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                       PHILIPS INTERNATIONAL REALTY CORP.

November 14, 2001             /s/ Philip Pilevsky
                              -------------------------------------------------
(Date)                        Philip Pilevsky
                              Chairman of the Board and Chief Executive Officer

November 14, 2001             /s/ Carl Kraus
                              -------------------------------------------------
(Date)                        Carl Kraus
                              Chief Financial Officer