<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 March 31, 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 April 30, 2001.


<PAGE>

                                     PART I

                              FINANCIAL INFORMATIO

                    Item 1. Financial Statements (Unaudited)

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

          Condensed Consolidated Statements of Income for the Three Months Ended
          March 31, 2001 and 2000

          Condensed Consolidated Statements of Shareholders' Equity for the
          Three Months Ended March 31, 2001 and 2000

          Condensed Consolidated Statements of Cash Flows for the Three Months
          Ended March 31, 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>

                                                                      March 31,       December 31,
                                                                       2001               2000
                                                                    -------------------------------
                                                                    (Unaudited)          (Note 1)
<S>                                                                 <C>                <C>
    Assets
Rental properties, net - held for sale                              $ 33,579,229       $ 33,579,229
Cash and cash equivalents                                              1,300,379          1,704,425
Accounts receivable                                                      863,609            981,192
Deferred charges and prepaid expenses                                    663,972            124,441
Other assets                                                           1,400,982          1,183,102
                                                                    ------------       ------------
Total Assets                                                        $ 37,808,171       $ 37,572,389
                                                                    ============       ============

  Liabilities And Shareholders' Equity
Liabilities:
         Accounts payable and accrued expenses                      $  1,832,990       $  2,402,595
         Other liabilities                                               117,052            106,893
                                                                    ------------       ------------
Total Liabilities                                                      1,950,042          2,509,488
                                                                    ------------       ------------
Minority interests in Operating Partnership                              121,917            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                     (57,005,200)       (57,797,724)
                                                                    ------------       ------------
Total Shareholders' Equity                                            35,736,212         34,943,688
                                                                    ------------       ------------
Total Liabilities and Shareholders' Equity                          $ 37,808,171       $ 37,572,389
                                                                    ============       ============

</TABLE>


                            See accompanying notes.


<PAGE>

                       PHILIPS INTERNATIONAL REALTY CORP.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      For the Three Months Ended March 31,

                                  (Unaudited)



<TABLE>
<CAPTION>

                                                                2001               2000
                                                            ------------       ------------

<S>                                                         <C>                <C>
Revenues from rental property                               $  1,415,626       $ 12,640,736
                                                            ------------       ------------

Expenses:
         Operating expenses                                      199,904          1,561,945
         Real estate taxes                                       173,185          1,795,229
         Management fees to affiliates                            43,375            377,665
         Interest expense                                              -          3,152,466
         Depreciation and amortization                                 -          2,028,959
         General and administrative expenses                     229,658            775,873
                                                            ------------       ------------
                                                                 646,122          9,692,137
                                                            ------------       ------------
Operating income                                                 769,504          2,948,599

Equity in net income of real estate joint ventures                     -             57,873

Minority interests in income of Operating Partnerships            (2,704)          (805,439)

Other income (expense), net                                       25,724            190,983


                                                            ------------       ------------
         Net income                                         $    792,524       $  2,392,016
                                                            ============       ============


Basic and diluted net income per common share               $       0.11       $       0.33
                                                            ============       ============

</TABLE>


                            See accompanying notes.
<PAGE>
                       PHILIPS INTERNATIONAL REALTY CORP.
           CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               For the Three Months Ended March 31, 2001 and 2000
                                  (Unaudited)

<TABLE>
<CAPTION>


                                                                                       Cumulative
                                                                                        Distributions
                                        Common Stock               Additional            in Excess               Total
                                 --------------------------         Paid-In              of Net                Shareholders'
                                     Shares          Amount         Capital              Income                  Equity
                                 -----------     ------------    --------------      ----------------        ---------------
<S>                             <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                                                                                792,524                792,524
                                 -----------     ------------    --------------      ----------------        ---------------
Balance, March 31, 2001           7,340,474         $ 73,405      $ 92,668,007         $ (57,005,200)          $ 35,736,212
                                 ===========     ============    ==============      ================        ===============

</TABLE>





<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, 1999                 7,340,474    $ 73,405   $92,668,007   $ (5,183,136)   $ (704,168)  $ 86,854,108
   Net income                                                                       2,392,016                    2,392,016
   Dividends declared on Common Stock
   ($.3775 per share)                                                              (2,771,031)                  (2,771,031)
   Amortization of stock purchase loans                                                            $ 51,042         51,042
                                           ----------  ----------  -----------  -------------   -----------   ------------
Balance, March 31, 2000                    7,340,474    $ 73,405   $92,668,007   $ (5,562,151)   $ (653,126)  $ 86,526,135
                                           ==========  ==========  ===========  =============   ===========   ============
</TABLE>





                            See accompanying notes.


<PAGE>

                       PHILIPS INTERNATIONAL REALTY CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the Three Months Ended March 31,
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                           2001               2000
                                                                        ------------       ------------

<S>                                                                     <C>                <C>
Cash flow provided by (used in) operating activities:                   $   (404,046)      $  4,204,478
                                                                        ------------       ------------
Cash flow from investing activities:
         Acquisitions of land, buildings and improvements                         --         (2,643,097)
         Investments in and advances to real estate joint ventures                --           (169,524)
         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                                --          7,399,619
                                                                        ------------       ------------

Cash flow from financing activities:
         Repayment of mortgage notes payable                                      --        (11,200,000)
         Principal amortization of mortgage notes payable                         --           (290,311)
         Proceeds from debt financing                                             --          5,200,000
         Dividends paid on Common Stock                                           --         (2,771,031)
         Distributions to minority interests                                      --           (933,329)
                                                                        ------------       ------------

         Net cash used in financing activities                                    --         (9,994,671)
                                                                        ------------       ------------

         Net increase (decrease) in cash and cash equivalents               (404,046)         1,609,426
         Cash and cash equivalents, beginning of period                    1,704,425          3,183,142
                                                                        ------------       ------------

         Cash and cash equivalents, end of period                       $  1,300,379       $  4,792,568
                                                                        ============       ============

Noncash investing & financing activities:

         Acquisition of real estate accounted for at the
         time of purchase on the equity method                                   --       $ 13,754,786
                                                                        ============       ============

         Dividents declared and paid in succeeding period                         --       $  2,771,031
                                                                        ============       ============

</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 accounting
principles generally accepted in the United States 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 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
months ended March 31, 2001 and 2000 since the Company did not have any dilutive
securities.


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.

                  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. On December 22, 2000,
the Company paid the initial liquidating distribution of $13 per share of common
stock.

                  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 the plan of liquidation.

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.

<PAGE>

                  During the first quarter 2000, the Company acquired for
appproximately $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 book gain of $24.4
million, net of $9.3 million of minority interest.

                  The sale of an additional redevelopment site (Palm Springs
Plaza in Lake Worth, Florida) to these limited partners for approximately $7.7
million in cash is under contract and scheduled to close on or before June 1,
2001. The purchase price to be paid by the limited partners under the Palm
Springs Plaza agreement will be adjusted so that the value per Unit received by
them pursuant to the above-referenced Hialeah agreements ($18.25 per Unit) and
the per share value to be received by our stockholders in the liquidation will
be the same.


6. Shopping Center Portfolio

As a consequence of the above-referenced transactions, the Company's remaining
shopping center portfolio at March 31, 2001 not under contract for sale
comprises seven properties located in California (3), Washington (1), Illinois
(1), Kentucky (1) and Minnesota (1). These shopping centers, each with the
anchor store premises under lease to Kmart, represent and aggregate 695,000
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.

<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, 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 months ended March 31, 2001
and 2000.

Comparison of Three Months Ended March 31, 2001 and 2000

                  Revenues from rental property was $1,416,000 for the quarter
ended March 31, 2001 compared to $12,641,000 for the comparable period in 2000.
Expenses in the first quarter of 2001 totaled $646,000 compared to $9,692,000 in
2000. These changes resulted primarily from the above mentioned disposition of
substantially all of the Company's assets during the third and fourth quarters
of 2000. 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 changes 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 eight
(8) 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 currently 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 utilize its long-standing asset and property
management practices to maximize cash flow from these existing properties and
endeavor to enhance their value through its extensive knowledge of the shopping
center industry.

Cash Flows

                  Cash flow used in operating activities was $404,000 for the
first quarter of 2001 compared to cash flow provided by operating activities of
$4,204,000 for the comparable period in 2000. This change results primarily
from the above mentioned disposition of substantially all of the Company's
assets during the third and fourth quarters of 2000. Net cash provided by
investing activities was $7,400,000 in 2000 while there was no investing
activity in 2001. Net cash used in financing activities was $9,995,000 in 2000
while there was no financing activity in 2001.

<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.

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

None



<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).

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).

<PAGE>

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).

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

          The Company did not file a Current Report on Form 8-K during the first
quarter of 2001.


<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.


May 15, 2001                /s/ Philip Pilevsky
                            ---------------------------
(Date)                      Philip Pilevsky
                            Chairman of the Board and Chief Executive Officer

May 15, 2001                /s/ Carl Kraus
                            ---------------------------
(Date)                      Carl Kraus
                            Chief Financial Officer