UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2005

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________

                          COMMISSION FILE NO. 000-32947


                            Lev Pharmaceuticals, Inc.
           -----------------------------------------------------------
           (Name of Small Business Issuer as specified in Its Charter)

           Delaware                                       88-0211496
  -------------------------------                    -------------------
  (State or Other Jurisdiction of                     (I.R.S. Employer
  Incorporation or Organization)                     Identification No.)

122 East 42nd Street, Suite 2606, New York, New York           10168
----------------------------------------------------         ---------
  (Address of Principal Executive Offices)                   (Zip Code)

                                 (212) 682-3096
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


Check whether the issuer (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 [ ]

As of August 1, 2005, the issuer had 81,348,093 shares of common stock
outstanding.

Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No

<PAGE>
                                INTRODUCTORY NOTE

This Report on Form 10-QSB for Lev Pharmaceuticals, Inc. (the "Company") may
contain forward-looking statements. You can identify these statements by
forward-looking words such as "may," "will," "expect," "intend," "anticipate,"
believe," "estimate" and "continue" or similar words. Forward-looking statements
include information concerning possible or assumed future business success or
financial results. You should read statements that contain these words carefully
because they discuss future expectations and plans, which contain projections of
future results of operations or financial condition or state other
forward-looking information. We believe that it is important to communicate
future expectations to investors. However, there may be events in the future
that we are not able to accurately predict or control. Accordingly, we do not
undertake any obligation to update any forward-looking statements for any
reason, even if new information becomes available or other events occur in the
future.

The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties set forth under "Risk Factors"
in our Annual Report on Form 10-KSB for the year ended December 31, 2004 and
other periodic reports filed with the SEC. Accordingly, to the extent that this
Report contains forward-looking statements regarding the financial condition,
operating results, business prospects or any other aspect of the Company, please
be advised that the Company's actual financial condition, operating results and
business performance may differ materially from that projected or estimated by
the Company in forward-looking statements.


                                      -1-

<PAGE>

                            Lev Pharmaceuticals, Inc.

                              Index to Form 10-QSB


<TABLE>
<CAPTION>
<S>                                                                                                  <C>
                                                                                                     Page
Part I.    Financial Information

Item 1.    Condensed Consolidated Financial Statements

           Condensed Consolidated Balance Sheets as of June 30, 2005
           (Unaudited) and December 31, 2004                                                          3

           Unaudited Condensed Consolidated  Statements of Operations
           for the Three and Six Months Ended June 30, 2005 and 2004 and for
           the Period from July 21, 2003 (Inception) to June 30, 2005                                 4

           Unaudited Condensed Consolidated Statements of Cash Flows for the
           Six Months Ended June 30, 2005 and 2004 and for the Period
           from July 21, 2003 (Inception) to June 30, 2005 (Unaudited)                                5

           Notes to Condensed Unaudited Consolidated Financial Statements                             6


Item 2.    Management's Discussion and Analysis and Plan of Operation                                11

Item 3.    Controls and Procedures                                                                   14


Part II.   Other Information

Item 1.    Legal Proceedings                                                                         14

Item 2.    Changes in Securities                                                                     14

Item 3.    Defaults Upon Senior Securities                                                           14

Item 4.    Submission of Matters to a Vote of Security Holders                                       14

Item 5.    Other Information                                                                         14

Item 6.    Exhibits                                                                                  14

           Signatures                                                                                15
</TABLE>


                                      -2-
<PAGE>
LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)

Condensed Consolidated Balance Sheets

<TABLE>
                                                                                                     June 30,
                                                                                                       2005             December 31,
                                                                                                     (Unaudited)             2004
                                                                                                   ------------        ------------
<CAPTION>
<S>                                                                                                <C>                 <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                                      $  6,545,649        $  5,544,507
    Investments                                                                                       1,500,000
    Prepaid expenses                                                                                    196,543             263,587
    Other assets                                                                                         23,842              41,661
                                                                                                   ------------        ------------

          Total current assets                                                                        8,266,034           5,849,755

Fixed assets, net of accumulated depreciation                                                            59,076               7,150
Security deposit                                                                                         16,817              16,817
                                                                                                   ------------        ------------

                                                                                                   $  8,341,927        $  5,873,722
                                                                                                   ============        ============

LIABILITIES
Current liabilities:
    Accounts payable                                                                               $     91,687
    Accrued expenses                                                                                    338,096        $    243,625
    Income taxes payable                                                                                                     82,916
                                                                                                   ------------        ------------
    Total current liabilities                                                                           429,783             326,541

    Loan payable                                                                                         35,293
    Deferred lease liability                                                                              4,109               4,857
                                                                                                   ------------        ------------

          Total liabilities                                                                             469,185             331,398
                                                                                                   ------------        ------------

Commitments and contingencies

STOCKHOLDERS' EQUITY
Preferred stock - $0.01 par value, 20,000,000 authorized,
   no shares issued and outstanding
Common stock - $0.01 par value, 200,000,000 shares authorized, 81,348,093 and
   76,303,319 shares issued and outstanding at June 30, 2005
   and December 31, 2004, respectively                                                                  813,481             763,033
Additional paid-in capital                                                                           14,234,383           9,891,915
Subscription receivable                                                                                                        (130)
Deficit accumulated during the development stage                                                     (7,175,122)         (5,112,494)
                                                                                                   ------------        ------------

       Total stockholders' equity                                                                     7,872,742           5,542,324
                                                                                                   ------------        ------------

                                                                                                   $  8,341,927        $  5,873,722
                                                                                                   ============        ============
</TABLE>

The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements


                                      -3-
<PAGE>





LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)



Unaudited Condensed Consolidated Statements of Operations

<TABLE>
                                                                                                                     Period From
                                                          Three Months                      Six Months              July 21, 2003
                                                             Ended                             Ended                (Inception) to
                                                            June 30,                         June 30,                   June 30,
                                                 -----------------------------     -----------------------------     ------------
                                                     2005             2004             2005             2004             2005
                                                 ------------     ------------     ------------     ------------     ------------

<CAPTION>
<S>                                              <C>              <C>              <C>              <C>              <C>
Costs and expenses:
    Research and development                     $    579,624     $    311,812     $  1,025,789     $    697,484     $  2,159,722
    Payment to certain Fun City Popcorn, Inc.
       shareholders representing merger costs                                                                             283,732
    General and administrative and license
       acquisition costs                              553,558          160,966        1,102,315        2,392,747        4,477,947
                                                 ------------     ------------     ------------     ------------     ------------

       Loss from operations                        (1,133,182)        (472,778)      (2,128,104)      (3,090,231)      (6,921,401)

Other income:
    Interest income                                    44,390           17,392           65,476           17,279          116,334
                                                 ------------     ------------     ------------     ------------     ------------


Net loss                                         $ (1,088,792)    $   (455,386)    $ (2,062,628)    $ (3,072,952)    $ (6,805,067)
                                                 ============     ============     ============     ============     ============

Net loss per share - basic and diluted           $      (0.01)   $      (0.01)     $      (0.03)    $      (0.06)
                                                 ============    ============      ============     ============


Weighted average shares - basic and diluted        79,308,260       65,500,218       77,814,091       54,778,022
                                                 ============     ============     ============     ============
</TABLE>

The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements

                                      -4-
<PAGE>


LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)



Unaudited Condensed Consolidated Statements of Cash Flows


<TABLE>
                                                                                                   Period From
                                                                       Six Months                 July 21, 2003
                                                                          Ended                   (Inception) to
                                                                        June 30,                     June 30,
                                                             -------------------------------       ------------
                                                                 2005               2004               2005
                                                             ------------       ------------       ------------
<CAPTION>
<S>                                                          <C>                <C>                <C>
Cash flows from operating activities:
   Net loss                                                  $ (2,062,628)      $ (3,072,952)      $ (6,805,067)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
        Compensation to consultants from issuance of
           Warrants                                                                1,985,562          2,005,530
        Compensation expense from re-pricing of
           warrants                                                27,819                                27,819
        Option and warrants modification
            resulting from merger                                                                        75,201
        Supplier purchase funding                                  35,293                                35,293
        Depreciation expense                                        3,818                                 4,104
        Changes in:
          Prepaid expenses and other assets                        84,863            (22,965)          (237,202)
          Accounts payable                                         91,687                                91,687
          Accrued expenses                                         94,471             33,906            338,096
          Deferred lease liability                                   (748)                                4,109
          Income taxes payable                                    (82,916)                              (64,463)
                                                             ------------       ------------       ------------

            Net cash used in operating activities              (1,808,341)        (1,076,449)        (4,524,893)
                                                             ------------       ------------       ------------

Cash flows from investing activities:
   Purchase of fixed assets                                       (55,744)                              (63,180)
   Purchase of investments                                     (1,500,000)                           (1,500,000)
                                                             ------------       ------------       ------------

            Net cash used in investing activities              (1,555,744)                           (1,563,180)
                                                             ------------       ------------       ------------

Cash flows from financing activities:
   Proceeds from stock subscription receivable                     130                                   130
   Proceeds from notes payable to stockholder                                                           18,000
   Repayment of notes payable to stockholder                                        (18,000)           (18,000)
   Net proceeds from sale of common stock                      4,365,097          7,968,495         12,633,592
                                                             ------------       ------------       ------------
            Net cash provided by financing activities           4,365,227          7,950,495         12,633,722
                                                             ------------       ------------       ------------


Net increase in cash and cash equivalents                       1,001,142          6,545,649          6,874,046
Cash and cash equivalents - beginning of period                 5,544,507            300,409
                                                             ------------       ------------       ------------


Cash and cash equivalents - end of period                    $  6,545,649       $  7,174,455       $  6,545,649
                                                             ============       ============       ============
</TABLE>

Supplemental non cash flow from financing activities:

      During the six months ended June 30, 2005, the Company purchased C1-INH
from its supplier and was loaned $35,293 until regulatory approval, see Note F.

The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements


                                      -5-
<PAGE>
LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND BUSINESS

      Fun City Popcorn, Inc., (the "Company" or "FCP"), a non-operating public
company, was incorporated on September 18, 1985.

      On November 5, 2004, FCP entered into an agreement and plan of merger (the
"Agreement") with Lev Development Corp., formerly known as Lev Pharmaceuticals,
Inc. ("Lev"), which was incorporated on July 21, 2003 in the State of Delaware.
Lev is a development stage company which is engaged in developing and
commercializing therapeutic products for the treatment of inflammatory diseases.
On December 29, 2004, the merger closed and pursuant to the Agreement, FCP
acquired 100% of the outstanding capital stock of Lev through its subsidiary Lev
Acquisition Corp ("LAC"). In connection with the merger, FCP changed its name to
Lev Pharmaceuticals, Inc. and increased its authorized common stock to
200,000,000 shares and its preferred stock to 20,000,000 shares. Under the terms
of the Agreement, the stockholders of Lev exchanged all of their issued and
outstanding shares of common stock for 5,029,795 shares of FCP common stock, and
4,789,433 Series A voting convertible preferred shares (the "Exchange"). Each
Series A voting convertible preferred share was converted automatically into
13.940668 shares of FCP common stock (an aggregate 66,767,994 common shares).
The 71,797,789 shares of common stock represent approximately 94.10% of the
ownership interests in FCP following the merger. In addition, all of the
outstanding Lev options and warrants immediately prior to the merger were
exchanged for 2,854,900 FCP options and 301,668 FCP warrants. The Exchange
which, resulted in the stockholders of Lev having control of FCP, represents a
recapitalization of FCP, or a "reverse merger" rather than a business
combination. In connection therewith, FCP's historic capital accounts were
retroactively adjusted to reflect the equivalent number of shares issued by FCP
in the Exchange while Lev's historical accumulated deficit was carried forward.
The statement of operations reflects the activities of Lev from the commencement
of its operations on July 21, 2003. In connection with the Agreement, Lev agreed
to acquire FCP for $350,000. In December 2004, Lev paid certain FCP stockholders
$283,731 which represents the acquisition price of $350,000 less the assumption
of a tax liability of $66,269. In connection with the Exchange, the exercise
price of the outstanding warrants and options remained the same. The Company
recorded a charge of approximately $75,000 for the change in value of the
Company's outstanding options and warrants as of December 29, 2004 as a result
of the increase in the number of common shares into which these equity
instruments are exercisable based on the exchange ratio used in the merger,
since the aggregate intrinsic value of the warrants and options after the
Exchange is greater than before. The Black-Scholes option-pricing model was used
to calculate the value of certain options and warrants and the related charge
based upon the following weighted average assumptions to determine fair value;
risk-free interest rate of 3.58%; expected life of 5 years; dividend yield of 0%
and expected volatility of 70%.

      As a development stage enterprise, the Company's primary efforts are
devoted to conducting research and development, forming collaborations and
raising capital. The Company has limited capital resources and has experienced
net losses and negative cash flows from operations since inception and expects
these conditions to continue for the foreseeable future. As of June 30, 2005,
the Company had approximately $8 million in cash, cash equivalents and
investments. Management believes that cash, cash equivalents and investments on
hand as of June 30, 2005 will be sufficient to fund operations through June 30,
2006. In May 2005, the Company raised net proceeds of $4,365,097 in a private
placement, see Note G. However, the Company will be required to raise additional
funds to meet long-term planned goals. There can be no assurance that such
funds, if available at all, can be obtained on terms reasonable to the Company.

      In addition to the normal risks associated with a new business venture,
there can be no assurance that the Company's research and development will be
successfully completed or that any product will be approved or commercially
viable. The Company is subject to risks common to companies in the biotechnology
industry including, but not limited to, dependence on collaborative
arrangements, development by the Company or its competitors of new technological
innovations, dependence on key personnel, protection of proprietary technology,
and compliance with FDA and other governmental regulations and approval
requirements.


                                      -6-
<PAGE>

LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Basis of Presentation

      The consolidated financial statements include the accounts of Lev
Pharmaceuticals, Inc. and its wholly-owned subsidiary Lev Development Corp.
(formerly Lev Pharmaceuticals, Inc.) All significant intercompany transactions
and balances have been eliminated in consolidation. The Company is devoting its
efforts to research and development and there has not been any revenues
generated from sales, license fees or royalties. The Company's financial
statements are presented as statements of a development stage enterprise. The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for full year
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included and are of a normal,
recurring nature. Operating results for the three and six months ended June 30,
2005 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2005. These consolidated financial statements should be
read in conjunction with the consolidated financial statements and the notes
thereto that are included in the Company's Annual Report on Form 10-KSB for the
fiscal period ended December 31, 2004.

[2] Use of estimates:

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Equity instruments are valued using assumptions, which may vary
significantly between periods

[3] Stock-based compensation:

      The Company accounts for stock-based compensation to employees in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB No. 25") and related interpretations. Under APB No. 25, generally, no
compensation expense is recognized in the financial statements in connection
with the awarding of stock option grants to employees provided that, as of the
grant date, all terms associated with the award are fixed and the fair value of
the Company's stock is equal to or less than the amount an employee must pay to
acquire the stock. The Company will recognize compensation expense in situations
where the terms of an option grant are not fixed or where the fair value of the
Company's common stock on the grant date is greater than the amount an employee
must pay to acquire the stock. No stock options were granted under the plan
until November 1, 2004. Had the Company accounted for its employee stock options
under the fair value method of SFAS No. 123, "Accounting for Stock Based
Accounting Compensation" ("SFAS123"), the Company's net loss per share would
have changed as follows:


                                      -7-
<PAGE>

LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
                                                                      Three Months                            Six Months
                                                                          Ended                                  Ended
                                                                        June 30,                               June 30,
                                                          ---------------------------------       ---------------------------------
                                                                2005                2004                2005                2004
                                                          -------------       -------------       -------------       -------------
<CAPTION>
<S>                                                       <C>                 <C>                 <C>                 <C>
Net loss                                                  $  (1,088,792)      $    (455,386)      $  (2,062,628)      $  (3,072,952)

Total stock based employee compensation
     expense determined under fair value based
     method for all awards                                     (166,277)                               (282,782)
                                                          -------------       -------------       -------------       -------------
Pro forma net loss                                        $  (1,255,069)      $    (455,386)      $  (2,345,410)      $  (3,072,952)
                                                          =============       =============       =============       =============

Net loss per common share (basic and diluted):
As reported                                               $       (0.01)      $       (0.01)      $       (0.03)      $       (0.06)
                                                          =============       =============       =============       =============

Pro forma                                                 $       (0.02)      $       (0.01)      $       (0.03)      $       (0.06)
                                                          =============       =============       =============       =============
</TABLE>

      The weighted average fair value at the date of grant for options granted
during the three and six months ended June 30, 2005 was estimated using the
Black-Scholes option pricing model with the following weighted-average
assumptions:

Years                              5
Interest rate            3.58 - 4.11%
Volatility                        70%
Dividend yield                     0%


      The fair value of warrants issued to non-employees for services are
included in the financial statements and expensed when services are performed.
The estimated allocated fair value of warrants issued in connection with
financing activities is expensed over the term of the debt instruments. Warrants
issued in connection with services or financings were valued at the grant date
using the Black-Scholes option-pricing model.


                                      -8-
<PAGE>

LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

[4] Future impact of recently issued accounting standards:

      In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 123R ("SFAS No. 123R"),
Share-Based Payment". SFAS No. 123R revises SFAS No. 123, and supersedes APB No.
25, "Accounting for Stock Issued to Employees," and its related implementation
guidance. The provisions of SFAS No. 123R require the Company to expense, in the
statement of operations, the fair value of awards of equity instruments
exchanged for employee services, based on the grant-date fair value of those
awards. The grant-date fair value of equity instruments will be estimated using
an appropriate option-pricing model and will be recognized over the vesting
period of the awards. SFAS No. 123R will be effective, for calendar year
reporting public companies, commencing in the first quarter of the fiscal year
ending December 31, 2006. The Company is in the process of analyzing the effects
of adopting SFAS No. 123R and expects it to have a material effect on its
financial statements, but cannot estimate the effect at this time.

[5] Net loss per share:

      Basic net loss per common share is computed by dividing the net loss by
the weighted average number of shares of common stock outstanding during the
period. Potentially dilutive common shares of 7,134,999, 7,438,917, 7,134,999,
and 7,438,917 for the six months ended June 30, 2005 and 2004 and three months
June 30, 2005 and 2004, respectively, related to stock options and warrants,
were excluded from the diluted loss per share calculation because their effect
would have been anti-dilutive.

[6] Investments:

      Securities that the Company has the positive intent and ability to hold to
maturity are classified as held-to-maturity and are carried at amortized cost on
the balance sheet.

[7] Fixed assets:

      Fixed assets are stated at cost less accumulated depreciation. We compute
depreciation of fixed assets using the straight-line method over the assets'
estimated useful life, which is five years.

Note C - INVESTMENTS

      Investments as of June 30, 2005 consist of two United States Certificate
of Deposits valued at $1,500,000, which approximates fair value, and are due in
less than one year.


Note D - FIXED ASSETS

      Fixed assets, at cost, consist of the following:

                                        June 30,
                                          2005                     December 31,
                                      (Unaudited)                      2004
                                      -----------                  ------------

Lab equipment                          $ 11,645                     $    --
Office equipment                         51,535                         7,436
                                      -----------                  ------------
Total                                    63,180                          7436
Accumulated depreciation                 (4,104)                         (286)
                                      -----------                  ------------
                                       $ 59,076                     $   7,150
                                      ===========                  ============

      The Company recorded depreciation of $2,832 and $0 for the three months
ended June 30, 2005 and 2004 and $3,818, and $0 for the six months ended June
30, 2005 and 2004, respectively.

                                      -9-
<PAGE>

LEV PHARMACEUTICALS INC. AND SUBSIDIARY
(a development stage enterprise)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE E - ACCRUED EXPENSES

           Accrued expenses consisted of the following:

                                         June 30,
                                           2005                     December 31,
                                       (Unaudited)                      2004
                                       -----------                  ------------
Research and development                $187,112                    $     --
Professional fees                        100,977                     129,795
Rent                                          --                      33,437
Payroll                                   20,683                      22,081
Other                                     29,324                      58,312
                                        --------                    --------
                                        $338,096                    $243,625
                                        ========                    ========

NOTE F - LOAN PAYABLE

      In connection with product supplied during our clinical trial prior to and
through regulatory approval, Sanquin Blood Supply Foundation ("Sanquin"), an
Amsterdam based not-for- profit organization that provides blood and plasma
products and related services, and carries out research and education in the
Netherlands, will provide us a loan for C1-INH purchased, which will be subject
to a purchase money security interest. Upon regulatory approval, Sanquin will
forgive the loan and release any and all security interests. The amount
outstanding as of June 30, 2005 is $35,293. Sanquin invoices the Company in
Euros.

NOTE G - PRIVATE PLACMENT

In May 2005, the Company completed a private placement of units at a price of
$50,000 per unit, with each unit consisting of 50,000 shares of common stock and
a five-year warrant to purchase 25,000 shares of common stock at an exercise
price of $1.35 per share. The Company sold 100.9 units for gross proceeds of
$5,044,774. The Company's net proceeds were $4,365,097 after payment of fees and
expenses, including registration costs. The Company paid $454,030 to the
placement agent and issued warrants to the placement agent to purchase 681,044
shares of common stock. These warrants are immediately exercisable at $1.35 per
share and expire in May 2010. The Company issued an aggregate of 5,044,774
shares of common stock and warrants to purchase 2,522,387 shares of common stock
to investors in the private placement, not including the warrants issued to the
placement agent. The Company has until October 26, 2005 to cause a Registration
Statement to be declared effective by the Securities and Exchange Commission or
incur a penalty equal to one percent of the gross proceeds received from the
sale of the units, for each thirty day period until the Registration Statement
is declared effective.

NOTE H - OPTIONS AND WARRANTS

      Following the merger between Lev and a subsidiary of FCP, in May 2005, the
Company's Board of Directors determined that the basis for the exchange of
options and warrants to purchase common stock of Lev outstanding prior to the
merger for options and warrants to purchase common stock of the Company should
be changed. Though the number of shares issuable upon exercise of these options
and warrants was increased, the parties to the merger did not proportionately
reduce the exercise price of these options and warrants to account for the
increase in the number of shares outstanding after the merger. Accordingly, in
May 2005, the exercise price of outstanding warrants to purchase 190,327 shares
was reduced from $0.10 to $0.04 per share. Also, the exercise price of
outstanding warrants to purchase 111,341 shares was reduced from $0.85 to $0.30
per share. At the date of this repricing, the Company recognized a charge to
operations of $27,819 for the incremental value of these warrants based upon the
Black Scholes option pricing model.

      The Board further determined, subject to obtaining stockholder approval at
the Company's next annual meeting, to reduce the exercise price, from $0.85 to
$0.30, of outstanding options to purchase 1,427,450 shares of common stock held
by each of the Chief Executive Officer and the Chairman, respectively (an
aggregate of 2,854,900 shares). If this option repricing is approved by the
Company's stockholders, the Company will record a charge to operations at the
repricing date and the Company's statement of operations will be charged or
credited at the end of each reporting period with respect to these employee
options to reflect subsequent changes in the value of these options based on
changes in the Company's stock price. These charges will cease upon the earlier
of the exercise of the options or the adoption of SFAS 123R. If the stockholders
had approved this change on June 30, 2005, the Company would have recorded a
charge of $1,108,200 to the Consolidated Statement of Operations.


                                      -10-

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

      The following discussion should be read in conjunction with our condensed
consolidated financial statements and notes to those statements. In addition to
historical information, the following discussion and other parts of this
quarterly report contain forward-looking information that involves risks and
uncertainties.

Overview

      We are a development stage biopharmaceutical company that was formed in
July 2003 to focus on developing and commercializing therapeutic products for
the treatment of inflammatory diseases. Lev Pharmaceuticals, Inc. Our product
candidates are based on C1-esterase inhibitor ("C1-INH"), a human plasma protein
that mediates inflammation and is potentially applicable as a treatment for a
range of medical indications. We initiated a Phase III clinical trial of our
lead product candidate, C1-INH for the treatment of hereditary angioedema
("HAE"), in March 2005. We are also developing C1-INH for the treatment of acute
myocardial infarction ("AMI"), or heart attack, and selective other diseases and
disorders in which inflammation is known or believed to play an underlying role.
We have certain rights to C1-INH technology through agreements with Sanquin
Blood Supply Foundation, an Amsterdam-based not-for-profit organization that
provides blood and plasma products and related services, carries out research
and provides education, primarily in the Netherlands.

      From July 21, 2003 (inception) through June 30, 2005, we have not
generated any revenue from operations. We expect to incur additional losses to
perform further research and development activities. We do not currently have
any commercial biopharmaceutical products, and do not expect to have such for a
number of years, if at all.

Recent Developments

      On November 5, 2004, FCP entered into an agreement and plan of merger (the
"Agreement") with Lev Development Corp., formerly known as Lev Pharmaceuticals,
Inc. ("Lev"), which was incorporated on July 21, 2003 in the State of Delaware.
Lev is a development stage company that is engaged in developing and
commercializing therapeutic products for the treatment of inflammatory diseases.
On December 29, 2004, the merger closed and pursuant to the Agreement, FCP
acquired 100% of the outstanding capital stock of Lev through its subsidiary Lev
Acquisition Corp. ("LAC"). In connection with the merger, FCP changed its name
to Lev Pharmaceuticals, Inc. and increased its authorized common stock to
200,000,000 shares and its preferred stock to 20,000,000 shares. Under terms of
the Agreement, the stockholders of Lev exchanged all of their issued and
outstanding shares of common stock for 5,029,795 shares of FCP common stock, and
4,789,433 Series A voting convertible preferred shares (the "Exchange"). Each
Series A voting convertible preferred share is automatically convertible into
13.940668 shares of FCP common stock (an aggregate 66,767,994 common shares).
The 71,797,789 shares of common stock represent approximately 94.10% of the
ownership interests in FCP. In addition, all of the outstanding Lev options and
warrants immediately prior to the merger were exchanged for 2,854,900 FCP
options and 301,669 FCP warrants. The Exchange which, resulted in the
stockholders of Lev having control of FCP, represents a recapitalization of FCP,
or a "reverse merger" rather than a business combination. In connection
therewith, FCP's historic capital accounts were retroactively adjusted to
reflect the equivalent number of shares issued by FCP in the Exchange while
Lev's historical accumulated deficit was carried forward. The statement of
operations reflects the activities of Lev from the commencement of its
operations on July 21, 2003. In connection with the Agreement, Lev paid $350,000
for the acquisition of FCP including $283,731 to certain stockholders and
assuming the outstanding tax liability of $66,269. In connection with the
Exchange, the exercise price of the outstanding warrants and options remained
the same. We recorded a charge of approximately $75,000 for the change in value
of our outstanding options and warrants as of December 29, 2004 as a result of
the increase in the number of common shares into which these equity instruments
are exercisable based on the exchange ratio used in the merger, since the
aggregate intrinsic value of the warrants and options after the Exchange is
greater than before. The Black-Scholes option-pricing model was used to
calculate the value of certain options and warrants and the related charge based
upon the following weighted average assumptions to determine fair value;
risk-free interest rate of 3.58%; expected life of 5 years; dividend yield of 0%
and expected volatility of 70%.

      In May 2005, we completed a private placement of units at a price of
$50,000 per unit, with each unit consisting of 50,000 shares of common stock and
a five-year warrant to purchase 25,000 shares of common stock at an exercise
price of $1.35 per share. We sold 100.9 units for gross proceeds of $5,044,774.
Our net proceeds were $4,365,097 after payment of fees and expenses, including
registration costs. We paid $454,030 to the placement agent and issued warrants
to the placement agent to purchase 681,044 shares of common stock. These
warrants are immediately exercisable at $1.35 per share and expire in May 2010.
We issued an aggregate of 5,044,774 shares of common stock and warrants to
purchase 2,522,387 shares of common stock to investors in the private placement,
not including the warrants issued to the placement agent. . The Company has
until October 26, 2005 to cause a Registration Statement to be declared
effective by the Securities and Exchange Commission or incur a one percent
penalty equal to one percent of the gross proceeds received from the sale of the
units, for each thirty day period until the Registration Statement is declared
effective.

      Following the merger between Lev and a subsidiary of FCP, in May 2005, our
Board of Directors determined that the basis for the exchange of options and
warrants to purchase common stock of Lev outstanding prior to the merger for
options and warrants to purchase our common stock should be changed. Though the
number of shares issuable upon exercise of these options and warrants was
increased, the parties to the merger did not proportionately reduce the exercise
price of these options and warrants to account for the increase in the number of
shares outstanding after the merger. Accordingly, in May 2005, the exercise
price of outstanding warrants to purchase 190,327 shares was reduced from $0.10
to $0.04 per share. Also, the exercise price of outstanding warrants to purchase
111,341 shares was reduced from $0.85 to $0.30 per share. At the date of this
repricing, we recognized a charge to operations of $27,819 for the incremental
value of these warrants based upon the Black Scholes option pricing model.

                                      -11-
<PAGE>

      The Board further determined, subject to obtaining stockholder approval at
our next annual meeting, to reduce the exercise price, from $0.85 to $0.30, of
outstanding options to purchase 1,427,450 shares of common stock held by each of
the Chief Executive Officer and the Chairman, respectively (an aggregate of
2,854,900 shares). If this option repricing is approved by our stockholders we
will record a charge to operations at the repricing date and our statement of
operations will be charged or credited at the end of each reporting period with
respect to these employee options to reflect subsequent changes in the value of
these options based on changes in our stock price. These charges will cease upon
the earlier of the exercise of the options or the adoption of SFAS 123R. If the
stockholders had approved this change on June 30, 2005, we would have recorded a
charge of $1,108,200 to the Consolidated Statement of Operations.

Plan of Operations

      Our plan of operations for the next twelve months is to focus primarily on
our Phase III clinical trial of our lead product candidate, C1-INH for the
treatment of HAE. In addition, we are currently developing C1-INH for the
treatment of AMI.

Hereditary Angioedema

      We entered into a distribution and manufacturing services with Sanquin in
January 2004. Sanquin currently manufactures and markets a highly purified
preparation of C1-INH in Europe and pursuant to the agreement, Sanquin agreed to
provide us with C1-INH for use in our clinical trials and for commercial
distribution upon regulatory licensure. Pursuant to the agreement, we have
distribution rights in all countries in North, Central and South America, with
the exception of the Dutch Overseas Territories, Argentina and Brazil.

      Under this agreement, we agreed to take primary responsibility for
conducting the Phase III clinical trials of C1-INH for the treatment of HAE, and
preparation and filing of all regulatory applications necessary to register the
product candidate. In exchange, Sanquin agreed to provide us with the technical
data and support necessary to assist us in preparing and filing all such
regulatory applications.

      Furthermore, Sanquin agreed to supply C1-INH for our Phase III clinical
trials. Upon receipt of FDA approval for our product candidate for the treatment
of HAE, upon commercial launch of this product and thereafter during the term of
the agreement, Sanquin will supply us with its commercial requirements for
C1-INH for the treatment of HAE in each country where we have received
regulatory approval. Our purchase of C1-INH from Sanquin is subject to minimum
annual purchase requirements.

      We initiated a Phase III clinical trial of C1-INH for the treatment of HAE
in March 2005. In July 2004, we received orphan drug designation from the FDA
for C1-INH (human), which, upon product licensure, could provide us with a
seven-year exclusive right to market its C1-INH product as a treatment for HAE
in the United States.

Acute Myocardial Infarction

      We entered into a license agreement with Sanquin on January 27, 2004.
Under this agreement, we have an exclusive, worldwide, royalty-bearing license,
with the right to sublicense, to the use of C1-INH for the treatment of AMI. In
connection with the license agreement, we paid Sanquin certain fees and
reimbursed Sanquin for certain expenses. In addition, we have an obligation to
pay Sanquin royalties on sales of products incorporating the licensed
technology.

      Our second development program is focused on the use of C1-INH in treating
acute myocardial infarction (AMI), commonly known as a heart attack. Current
treatments for AMI, both surgical and pharmaceutical, are directed at restoring
blood flow to heart tissue or preventing further obstruction. Despite a
widespread appreciation for the role of inflammation in AMI in both the
scientific and medical communities, no presently available treatments directly
target the mechanisms of inflammation. Based on preliminary animal and clinical
data, we believe that C1-INH may be useful as a treatment for AMI.

Results of Operations

      Three Months Ended June 30, 2005 as compared to the Three Months Ended
June 30, 2004

      We had no revenues during the three months ended June 30, 2005 and 2004
because we do not have any commercial biopharmaceutical products.

      Research and development expenses for the three months ended June 30, 2005
were $579,624 as compared to $311,812 for the three months ended June 30, 2004.
The increase of $267,812 primarily represents expenses relating to the Phase III
clinical trials that commenced in March 2005.

      General, administrative and license acquisition costs were $553,558 for
the three months ended June 30, 2005 as compared to $160,966 for the three
months ended June 30, 2004. The increase of $392,592 is primarily due to
increases in payroll and benefits, travel and related expenses and general
operating costs associated with being a public company.

                                      -12-
<PAGE>

      Interest income was $44,390 for the three months ended June 30, 2005 as
compared to interest income of $17,392 for the three months ended June 30, 2004.
The increase of $26,998 is attributed to higher interest rates for the three
months ended June 30, 2005 as compared to June 30, 2004.

      Due to the factors mentioned above, the net loss for the three months
ended June 30, 2005 was $1,088,792 or loss of $ 0.01 per common share, basic and
diluted as compared to a loss of $455,386 for the three months ended June 30,
2004 or a loss of $0.01 per common share, basic and diluted per share.

      Six Months Ended June 30, 2005 as compared to the Six Months Ended June
30, 2004

      We had no revenues during the six months ended June 30, 2005 and 2004
because we do not have any commercial biopharmaceutical products.

      Research and development expenses for the six months ended June 30, 2005
were $1,025,789 as compared to $697,484 for the six months ended June 30, 2004.
The increase of $579,695 primarily represents expenses relating to the Phase III
clinical trials that commenced in March 2005.

      General, administrative and license acquisition costs were $1,102,315 for
the six months ended June 30, 2005 as compared to $2,392,747 for the six months
ended June 30, 2004. The decrease of $1,290,432 was partially due to the
recording of a non-cash compensation expense of $1,985,562 for the six months
ended June 30, 2004 for the issuance of warrants to two consultants in
connection with the development of our strategic business plan, obtaining our
license and consulting on our corporate structure which was offset by increases
in salaries and travel related expenses during the six months ended June 30,
2005. Compensation expense was recorded at fair value based upon the
Black-Scholes option-pricing model. For the six months ended June 30, 2005,
excluding the non-cash compensation charge, our costs increased by $695,130
primarily due to increases in payroll and benefits, travel and related expenses
and general operating costs associated with being a public company.

      Interest income was $65,476 for the six months ended June 30, 2005 as
compared to interest income of $17,279 for the six months ended June 30, 2004.
The increase of $48,197 is attributed to higher interest rates for the six
months ended June 30, 2005 as compared to June 30, 2004.

      Due to the factors mentioned above, the net loss for the six months ended
June 30, 2005 was $2,062,628 or a loss of $0.03 per common share, basic and
diluted, as compared to a loss of $3,072,952 for the six months ended June 30,
2004 or a loss of $0.06 per common share, basic and diluted share.

Liquidity and Capital Resources

      As of June 30, 2005, we had cash, cash equivalents and investments of
$8,045,649 and working capital was $7,836,251. Net cash used in operations was
$1,808,341 for the six months ended June 30, 2005 and was primarily due to our
loss of $2,062,628. Cash used in investing activities for the six months ended
June 30, 2005 was $1,555,744 resulting from the purchase of investments and
fixed assets. Cash from financing activities was $4,365,227 and resulted
primarily from the sale of common stock and warrants from a private placement.

      In May 2005, we completed a private placement of units at a price of
$50,000 per unit, with each unit consisting of 50,000 shares of common stock and
a five-year warrant to purchase 25,000 shares of common stock at an exercise
price of $1.35 per share. We sold 100.9 units for gross proceeds of $5,044,774.
Our net proceeds were $4,365,097 after payment of fees and expenses, including
registration costs. We paid $454,030 to the placement agent and issued warrants
to the placement agent to purchase 681,044 shares of common stock. These
warrants are immediately exercisable at $1.35 per share and expire in May 2010.
We issued an aggregate of 5,044,774 shares of common stock and warrants to
purchase 2,522,387 shares of common stock to investors in the private placement,
not including the warrants issued to the placement agent.

      In February and March 2004, we received proceeds in a private placement of
$7,968,495, net of issuance costs of $51,465, from the sale of 3,425,879 shares
of common stock at $0.26 per share and from the sale of 23,913,848 shares of
common stock at $0.30 per share. In December 2003, we received proceeds in a
private placement of $300,000 through the sale of 1,141,960 shares of common
stock at $0.26 per share.

      To date, we have relied primarily upon selling equity securities from
private placements to generate cash to implement our plan of operations. We
believe that our cash and cash equivalents will be sufficient to meet our cash
requirements for the next twelve months. Our capital resources are focused on
the clinical development and regulatory approval of C1-INH for the treatment of
HAE. We will need additional funding to complete these activities. We cannot be
certain that additional funding will be available on acceptable terms, or at
all.

COMMITMENTS AND CONTINGENCIES

      In our Annual Report on Form 10-KSB for the year ended December 31, 2004
under the heading "Contractual Obligations," we outlined our commitments and
contingencies. For the quarter ended June 30, 2005, there have been no material
changes in our commitments and contingencies.

                                      -13-
<PAGE>

OFF - BALANCE SHEET ARRANGEMENTS

      We had no off-balance sheet arrangements as of June 30, 2005.

CRITICAL ACCOUNTING ESTIMATES

      In our Annual Report on Form 10-KSB for the year ended December 31, 2004,
our most critical accounting policies and estimates upon which our financial
status depends upon were identified as those relating to income taxes, equity
based compensation and research and development cost . We reviewed our policies
and determined that those policies remain our most critical accounting policies
for the quarter ended June 30, 2005. We did not make any changes in those
policies during the three months ended June 30, 2005.

ITEM 3. CONTROLS AND PROCEDURES

      As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our chief executive officer and principal
accounting officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. There has been no significant change in our internal controls over
financial reporting that could significantly affect internal controls subsequent
to March 31, 2005.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are not currently a party to, nor are any of our property currently the
subject of, any pending legal proceeding. None of our directors, officers, or
affiliates is involved in a proceeding adverse to our business or has a material
interest adverse to our business.

ITEM 2. CHANGE IN SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.


ITEM 6. EXHIBITS



Number      Description
------      -----------
  31.1      Certification by Chief Executive Officer pursuant to Sarbanes Oxley
            Section 302.

  31.2      Certification by Chief Financial Officer pursuant to Sarbanes Oxley
            Section 302.

  32.1      Certification by Chief Executive Officer pursuant to 18 U.S. C.
            Section 1350

  32.2      Certification by Chief Financial Officer pursuant to 18 U.S. C.
            Section 1350


                                      -14-
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





                                        LEV PHARMACEUTICALS, INC.
                                              (Registrant)

Date: August 15, 2005                   By: /s/ Joshua D. Schein
                                        ------------------------

                                        Joshua D. Schein
                                        Chief Executive Officer

Date: August 15, 2005                   By: /s/ Douglas J. Beck
                                        ------------------------

                                        Douglas J. Beck
                                        Chief Financial Officer

                                      -15-