<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, 2002


     / / 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, 2002.




<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets as of March 31, 2002 and December
         31, 2001

         Condensed Consolidated Statements of Income for the Three months Ended
         March 31, 2002 and 2001

         Condensed Consolidated Statements of Shareholders' Equity for the Three
         Months Ended March 31, 2002 and 2001

         Condensed Consolidated Statements of Cash Flows for the Three Months
         Ended March 31, 2002 and 2001

         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, 2002       December 31, 2001
                                                                   (Unaudited)            (Note 1)
                                                                   ----------             --------
<S>                                                               <C>                    <C>
      ASSETS
Rental properties, net - held for sale                            $ 18,973,660           $ 18,973,660
Cash and cash equivalents                                            1,301,703                863,005
Accounts receivable, net                                               273,977                303,543
Deferred charges and prepaid expenses                                  328,999                 86,269
Other assets                                                         2,263,033              2,158,089
                                                                  ------------           ------------

Total Assets                                                      $ 23,141,372           $ 22,384,566
                                                                  ============           ============

    LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses                              $ 1,361,365             $1,071,891
Other liabilities                                                      108,713                 70,671
                                                                  ------------           ------------

Total Liabilities                                                    1,470,078              1,142,562
                                                                  ------------           ------------

Minority interests                                                      73,338                 71,878
                                                                  ------------           ------------

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                   (71,143,456)           (71,571,286)
                                                                  ------------           ------------

Total Shareholders' Equity                                          21,597,956             21,170,126
                                                                  ------------           ------------

Total Liabilities and Shareholders' Equity                        $ 23,141,372           $ 22,384,566
                                                                  ============           ============
</TABLE>


                             See accompanying notes



<PAGE>


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

                                   (Unaudited)


                                                       2002           2001
                                                       ----           ----

Discontinued Operations:
Revenues from rental property                        $  888,234     $1,415,626
                                                     ----------     ----------

Expenses:
         Operating expenses                             107,011        199,904
         Real estate taxes                               90,381        173,185
         Management fees to affiliates                   29,626         43,375
         General and administrative expenses            230,801        229,658
                                                     ----------     ----------
                                                        457,819        646,122
                                                     ----------     ----------

Operating income from discontinued operations           430,415        769,504

Minority interests in income                             (1,460)        (2,704)

Other income (expense), net                              (1,125)        25,724

Net income from discontinued operations              $  427,830      $ 792,524
                                                     ==========      =========

Basic and diluted net income per common share        $     0.06      $    0.11
                                                     ==========      =========


                             See accompanying notes


<PAGE>


                       PHILIPS INTERNATIONAL REALTY CORP.
            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               For the Three Months Ended March 31, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                         Cumulative
                                                                                       Distributions in          Total
                                   Common           Stock            Additional         Excess of Net       Shareholders'
                                   Shares           Amount         Paid-in Capital         Income              Equity
                                   ------           ------         ---------------         ------              ------

<S>                              <C>              <C>               <C>               <C>                   <C>
Balance, December 31, 2001       7,340,474        $ 73,405          $92,668,007       $ (71,571,286)        $21,170,126
     Net income                                                                                                 427,830
                                                                                            427,830
                                 ---------        --------          -----------       -------------        ------------
Balance, March 31, 2002          7,340,474        $ 73,405          $92,668,007       $ (71,143,456)       $ 21,597,956
                                 =========        ========          ===========       =============        ============


                                                                                         Cumulative
                                                                                      Distributions in        Total
                                 Common             Stock            Additional        Excess of Net      Shareholders'
                                 Shares             Amount         Paid-in Capital         Income             Equity
                                 ------             ------         ---------------         ------             ------

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>


                             See accompanying notes


<PAGE>


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

                                                           2002          2001
                                                           ----          ----

Cash flow provided by (used in) operating activities     $438,698     $(404,046)
                                                          -------       -------

Cash flow from investing activities                            --            --
                                                          -------       -------

Cash flow from financing activities                            --            --
                                                          -------       -------

Net increase (decrease) in cash and cash equivalents      438,698      (404,046)
Cash and cash equivalents, beginning of period            863,005     1,704,425
                                                       ----------    ----------

Cash and cash equivalents, end of period               $1,301,703    $1,300,379
                                                       ==========    ==========


                             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.
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, 2001.

         The Condensed Consolidated Balance Sheet at December 31, 2001, 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 per Common Share

         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, 2002 and 2001.


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.

         As the result of the plan of liquidation, the Company's operations are
presented as discontinued operations pursuant to Accounting Principles Board
Opinion No. 30 ("APB No. 30") for 2001. On January 1, 2002, the Company adopted
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which supersedes APB No. 30 and
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. The adoption did not have a material impact on
the Company's results of operations or financial position.

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 the 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 (the "Related Limited Partners") 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 upon substantial completion of the transactions
referenced in (a) and (b) above. Subsequent liquidating distributions of $1.00,
$.75 and $.50 per share were paid on July 9, 2001, September 24, 2001 and
November 19, 2001, respectively, following sales of the Company's shopping
center properties located in Lake Worth, Florida, Alexandria, Minnesota and Port
Angeles, Washington. See Note 5.


<PAGE>

         On January 29, 2002, the Company announced that Kmart Corporation's
("Kmart") Chapter 11 bankruptcy filing is likely to delay the sales of the
Company's then five remaining properties pursuant to the Company's plan of
liquidation, and may result in a reduction of the remaining projected
liquidating distributions of $3.00 per common share. Further, the Company
reported that Kmart leases a significant portion of the space in each of the
Company's then five remaining shopping center properties, of which four stores
are currently operating and one Kmart store in Reedley, California is closed.
While operating in bankruptcy, Kmart has announced that it will seek immediate
cancellation of leases at closed locations. As a result of the uncertainty
pertaining to the ultimate status the Kmart leases, the Company expects a delay
in the completion of its plan of liquidation. Also, the potential impact on the
proceeds from sales of the then remaining five properties cannot currently be
evaluated.

         On February 19, 2002, the Company announced that the New York Stock
Exchange (NYSE) has advised the Company that it may be subject to NYSE trading
suspension and delisting if the Company's average market capitalization falls
below $15 million ($2.05 per common share) over a 30 day trading period. The
Company's stock closed at $2.24 per share on the NYSE on May 10, 2002. If the
Company's shares cease to be traded on the NYSE, the Company believes that an
alternative trading venue may be available; however, there can be no assurance
that such an alternative market would develop. The Company does not presently
intend to seek listing of its common shares on any other securities exchange.

         On March 13, 2002, the Company announced that its then four properties
with operating Kmart stores (Sacramento, CA, Atwater, CA, McHenry, IL, and
Hopkinsville, KY) are not affected by Kmart's recent announcement of store
closings. Kmart is operating under the protection of Chapter 11 of the
Bankruptcy Code, and the Court approved the cancellation of the Kmart lease at
the Company's fifth remaining property, located in Reedley, California, in
January. Although none of the Company's remaining stores were targeted for
closure, there can be no assurance that K mart will not seek to cancel
additional leases while it is in bankruptcy. Recently the Company objected to
Kmart's request for an extension of the 60 day period in which the debtor must
assume or reject the Company's leases under the Bankruptcy Code. Kmart was
seeking an extension on all remaining leases through July 2003, and the Courts
generally grant such significant extensions. As to the Company's Kmart leases,
the Court approved an agreement with Kmart that all leases which have not been
assumed or rejected on or before September 30, 2002 will be subject to certain
protections from October 1, 2002 through January 15, 2003 which, among other
things, precludes store closings during this period. In addition, the Court set
March 31, 2003 as the deadline for Kmart to assume or reject the Company's
leases without prejudice to Kmart's right to seek further extension.

         As a result of the uncertainty pertaining to the ultimate status of the
Kmart leases, the Company expects a continued delay in the completion of its
plan of liquidation. Also, the potential impact on the proceeds from the sales
of the Company's now remaining four properties (see Notes 6 and 7) and the
Company's target of approximately $18.25 of aggregate liquidating distributions
to shareholders cannot currently be evaluated. The uncertainty that continues to
surround Kmart could impede the Company's ability to achieve prompt sales of its
remaining assets at acceptable prices.


     5.  Property Dispositions

         Pursuant to its plan of liquidation, on June 14, 2001, the Company
completed the sale of its redevelopment site located in Lake Worth, Florida (the
"Lake Worth Property") to the Related Limited Partners, for approximately $7.6
million in cash, pursuant to the Amended and Restated Purchase and Sale
Agreement dated as of June 20, 2000 (the "Lake Worth Agreement"). The sale of
this property resulted in a gain of approximately $.3 million.

         The purchase price paid by the Related Limited Partners under the Lake
Worth Agreement will be adjusted so that the aggregate value per Unit received
by them in connection with the November 2000 distribution to the Related Limited
Partners of the Company's four (4) shopping center properties located in
Hialeah, Florida and the sale to the Related Limited Partners in December 2000
of the Company's redevelopment property located on Third Avenue in New York, New
York ($18.25 per Unit), and the estimated per share value to be received by our
stockholders in the liquidation ($18.25 per share), will be the same.

         On August 31, 2001, the Company completed the sale of its North Star
Shopping Center 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.

         On October 31, 2001, the Company completed the sale of its Highway 101
Shopping Center in Port Angeles, Washington for approximately $4.5 million in
cash, pursuant to the Sale and Purchase Agreement dated June 14, 2001 by Philips
Shopping Center Fund L.P, a Delaware limited partnership, and BDG LLC, as
successor to 3 Puyallup Associates, LLC., a Washington limited liability
company. This transaction resulted in a gain of $39 thousand.



<PAGE>

     6.  Subsequent Event

         On April 16, 2002, the Company completed the sale, in an amount in
excess of its carrying amount, of its McHenry Commons shopping center property
in McHenry, Illinois for approximately $3.9 million in cash, pursuant to a Sale
and Purchase Agreement dated November 29, 2001 by and between Philips Shopping
Center Fund L.P., a Delaware limited partnership, as Seller, and GK Development,
Inc., an Illinois corporation, and Star Realty Investors, LLC, an Illinois
limited liability company, jointly and severally as Purchaser.


     7.  Shopping Center Portfolio

         As a consequence of the transactions completed to date pursuant to the
plan of liquidation, the Company's remaining shopping center portfolio at April
30, 2002 comprises four properties located in California (3) and Kentucky (1).
These shopping centers, three of which have anchor store premises under lease to
Kmart, represent an aggregate 377,000 square feet of gross leasable area. The
Company is actively marketing these properties for sale. Although management
will endeavor to consummate a sale 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,
2001. 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 second, third and fourth quarters of 2001, the Company
disposed of three shopping center properties pursuant to its plan of
liquidation. See Note 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, 2002 and 2001.

Comparison of Three Months Ended March 31, 2002 and 2001

         Revenues from rental property was $888,000 for the quarter ended March
31, 2002 compared to $1,416,000 for the comparable period in 2001. Expenses in
the first quarter of 2002 totaled $458,000 compared to $646,000 in 2001. These
changes result primarily from the disposition of three shopping center
properties pursuant to the plan of liquidation during the second, third and
fourth quarters of 2001.

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 four (4)
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 knowledge of the shopping center industry.

Cash Flows

         Cash flow provided by (used in) operating activities was $439,000 and
$(404,000) for the three months ended March 31, 2002 and 2001, respectively.
This change results primarily from a reduction in liquidation and litigation
related costs incurred during the first quarter of 2002 as compared to 2001,
offset by the above mentioned disposition of three shopping center properties
pursuant to the plan of liquidation during the second, third and fourth quarters
of 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 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. 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.

        On February 19, 2002, the Company announced that on February 5, 2002,
the Court denied the plaintiff's motion for class action certification. The
plaintiff may elect to proceed with that claim on its own now that class
certification has been denied. The plaintiff also has asserted derivative claims
for alleged breaches of fiduciary duty by the directors of the Company. The
Company believes that such derivative claims are deficient for, among other
reasons, the grounds upon which class certification was denied. The Company
believes that all of the asserted claims are without merit, and will defend such
action vigorously.

        On February 28, 2002, the Company announced that the plaintiff has
sought permission from the Court of Appeals for the Second Circuit to appeal the
denial of class certification discussed above. In order for plaintiff to obtain
permission to appeal, it must demonstrate that the denial of class certification
effectively terminates the litigation and that the District Court's decision was
an abuse of its discretion. The Company has opposed plaintiff's application. If
the Court of Appeals grants plaintiff's request, plaintiff will then be able to
appeal the District Court's denial of class certification. The Company has
incurred significant costs in connection with defense of this litigation, which
are covered under the Company's directors and officer's insurance policy.

        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).
<PAGE>

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

         During the first quarter of 2002, the Company filed a Current Report on
Form 8-K dated January 29, 2002, furnishing under Item 7, a copy of the
Company's press release relating to Kmart's bankruptcy.



<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, 2002                  /s/ Philip Pilevsky
                              -------------------

(Date)                        Philip Pilevsky
                              Chairman of the Board and Chief Executive Officer