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: MARCH 31, 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 May 12, 2005, the issuer had 80,754,093 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>
Part I.  Financial Information                                                                           Page
<S>      <C>                                                                                             <C>

Item 1.  Condensed Consolidated Financial Statements                                                       3

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

         Unaudited Condensed Consolidated  Statements of Operations for the Three Months                   4
              Ended March 31, 2005 and 2004 and for the Period from July 21, 2003
              (Inception) to March 31, 2005

         Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months                    5
              Ended March 31, 2005 and 2004 and for the Period from July 21, 2003
              (Inception) to March 31, 2005

         Notes to Unaudited Condensed Consolidated Financial Statements                                    6

Item 2.  Management's Discussion and Analysis of Financial Condition 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                                                                                          15

         Signatures                                                                                        16
</TABLE>


                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                        March 31,       December 31
                                                                          2005              2004
                                                                      (Unaudited)
                                                                     --------------    --------------
<S>                                                                  <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                         $    4,605,422    $    5,544,507
   Prepaid expenses                                                         266,575           263,587
   Other assets                                                               3,256            41,661
                                                                     --------------    --------------

        Total current assets                                              4,875,253         5,849,755

Property and equipment, net of accumulated depreciation                      25,316             7,150
Security deposit                                                             16,817            16,817
                                                                     --------------    --------------

                                                                     $    4,917,386    $    5,873,722
                                                                     ==============    ==============
LIABILITIES
Current liabilities:
   Accounts payable                                                  $      152,276
   Accrued expenses                                                         108,774    $      243,625
   Income taxes payable                                                      83,235            82,916
                                                                     --------------    --------------

        Total current liabilities                                           344,285           326,541

   Deferred lease liability                                                   4,483             4,857
                                                                     --------------    --------------

        Total liabilities                                                   348,768           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,
    76,303,319 shares issued and outstanding at March 31, 2005 and
    December 31, 2004                                                       763,033           763,033
Additional paid-in capital                                                9,891,915         9,891,915
Subscription receivable                                                                          (130)
Deficit accumulated during the development stage                         (6,086,330)       (5,112,494)
                                                                     --------------    --------------

      Total stockholders' equity                                          4,568,618         5,542,324
                                                                     --------------    --------------

                                                                     $    4,917,386    $    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>
<CAPTION>
                                                                                   Period From
                                                Three Months      Three Months     July 21, 2003
                                                    Ended            Ended         (Inception) to
                                                  March 31,         March 31,         March 31,
                                                    2005              2004              2005
                                               --------------    --------------    --------------
<S>                                            <C>               <C>               <C>
Costs and expenses:
   Research and development                    $      446,165    $      385,672    $    1,580,098
   Payment to certain Fun City Popcorn, Inc.
      shareholders representing merger costs                                              283,732
   General and administrative and license
      acquisition costs                               548,757         2,231,781         3,924,389
                                               --------------    --------------    --------------

      Loss from operations                           (994,922)       (2,617,453)       (5,788,219)

Other income (expense):
   Interest income (expense)                           21,086              (113)           71,944
                                               --------------    --------------    --------------

Net loss                                       $     (973,836)   $   (2,617,566)   $   (5,716,275)
                                               ==============    ==============    ==============

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

Weighted average shares - basic and diluted        76,303,919        43,898,623
                                               ==============    ==============
</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>
<CAPTION>
                                                                                         Period From
                                                         Three Months    Three Months   July 21, 2003
                                                            Ended           Ended       (Inception) to
                                                           March 31,       March 31,       March 31,
                                                             2005            2004            2005
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Cash flows from operating activities:
   Net loss                                              $   (973,836)   $ (2,617,566)   $ (5,716,275)
   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
        Option and warrants modification resulting
           from merger                                                                         75,201
        Depreciation expense                                      986                           1,272
        Changes in:
           Prepaid expenses and other assets                   35,417                        (286,648)
           Accounts payable                                   152,276                         152,276
           Deferred lease liability                              (374)                          4,483
           Income tax liability                                   319                          18,772
           Accrued expenses                                  (134,851)         18,258         108,774
                                                         ------------    ------------    ------------

             Net cash used in operating activities           (920,063)       (613,746)     (3,636,615)
                                                         ------------    ------------    ------------

Cash flows from investing activities:
   Purchase of property and equipment                         (19,152)                        (26,588)
                                                         ------------                    ------------

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                                   7,968,494       8,268,495
                                                         ------------    ------------    ------------

             Net cash provided by financing activities            130       7,950,494       8,268,625
                                                         ------------    ------------    ------------

Net  (decrease) increase in cash and cash equivalents        (939,085)      7,336,748       4,605,422
Cash and cash equivalents - beginning of period             5,544,507         300,409
                                                         ------------    ------------    ------------

Cash and cash equivalents - end of period                $  4,605,422    $  7,637,157    $  4,605,422
                                                         ============    ============    ============
</TABLE>


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 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. 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, has experienced net
losses and negative cash flows from operations since inception, and expects
these conditions to continue for the near future. At March 31, 2005, the Company
had approximately $4.6 million in cash and cash equivalents. Management believes
that cash and cash equivalents on hand at March 31, 2005 will be sufficient to
fund operations through March 31, 2006. On May 3rd and 12th, 2005, the Company
raised gross proceeds of approximately $4.5 million from the sale of common
stock and warrants through a private placement (see note E). 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 at all available, 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. (formerly Fun City Popcorn, 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 months ended March 31, 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.


                                       7
<PAGE>

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


[3] Stock-based compensation continued:

      The Company has a stock-based incentive plan. For the period from July 21,
2003 (inception) to October 31, 2004, no stock options were granted. Below is a
summary of the proforma net loss for the three months ended March 31, 2005 and
2004.

                                                 Three Months    Three Months
                                                    Ended           Ended
                                               March 31, 2005    March 31, 2004
                                                 (Unaudited)      (Unaudited)
                                                 ------------    ------------

Net loss                                         $   (973,836)   $ (2,617,566)

Total stock based employee compensation
  expense determined under fair value based
  method for all awards                              (116,505)
                                                 ------------    ------------

Pro forma net loss                               $ (1,090,341)   $ (2,617,566)
                                                 ============    ============

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

Pro forma                                        $      (0.01)   $      (0.06)
                                                 ============    ============

      The weighted average fair value at the date of grant for options granted
during the three months ended March 31, 2005 and 2004 was estimated using the
Black-Scholes option pricing model with the following weighted-average
assumptions:


Expected life in
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 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, "Accounting for
Stock-Based Compensation" 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 public companies, prospectively 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 but expects it to
have a material impact on its financial statements.

      In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." In December 2003, the FASB issued FIN 46 Revised ("FIN
46R"), which claries certain complexities of FIN 46. The primary objectives of
FIN 46 are to provide guidance on the identification of entities for which
control is achieved through means other than through voting rights (variable
interest entities or "VIEs") and how to determine when and which business
enterprise should consolidate the VIE (the "primary beneficiary"). This
interpretation applies to an entity in which either (1) the equity investors (if
any) do not have a controlling financial interest or (2) the equity investment
at risk is insufficient to finance that entity's activities without receiving
additional subordinated financial support from other parties. In addition, FIN
46 requires that both the primary beneficiary and all other enterprises with a
significant variable interest in a VIE make additional disclosures. A company
with a variable interest in a VIE must disclose certain information. The Company
does not believe it has VIE arrangements.

       In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions. The amendments made by SFAS 153 are based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
substance. The Statement is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. We do not expect to enter into
any transactions that would be affected by adopting SFAS 153.

[5] Net loss per share:

      The Company prepares its per share data in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128").
Basic net loss per share is computed on the basis of net loss for the period
divided by the weighted average number of shares of common stock outstanding
during the period. The Company has incurred net losses and has excluded stock
options and warrants since inclusion would be anti-dilutive. Potentially common
shares of 3,931,568 and 7,327,576 as of March 31, 2005 and 2004 related to stock
options and warrants, were excluded from the diluted loss per share calculation
because their effect would have been anti-dilutive.


[6] Property and equipment:

      Property and equipment is stated at cost less accumulated depreciation. We
compute depreciation of property and equipment using the straight-line method
over the asset's estimated useful life, which is five years.


                                       9
<PAGE>

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


  Note C -  PROPERTY AND EQUIPMENT

       Property and equipment, at cost, consists of the following:

                            March 31,   December 31,
                              2005          2004
                           (Unaudited)
                           ----------    ----------

Lab equipment              $   11,645    $       --
Office equipment               14,943         7,436
                           ----------    ----------
Total                          26,588          7436
Accumulated depreciation       (1,272)         (286)
                           ----------    ----------
                           $   25,316    $    7,150
                           ==========    ==========

      The Company recorded depreciation of $986 and $0 for the three months
ended March 31, 2005 and 2004, respectively.


                                       10
<PAGE>

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - ACCRUED EXPENSES

           Accrued expenses consisted of the following:

                             March 31,     December 31,
                               2005            2004
                             (Unaudited)
                            ------------   ------------


Accrued professional fees   $     71,962   $    129,795
Accrued rent                          --         33,437
Accrued payroll                   29,830         22,081
Other accrued expenses             6,982         58,312
                            ------------   ------------
                            $    108,774   $    243,625
                            ============   ============

NOTE E - SUBSEQUENT EVENT

Private Placement

      On May 3rd and May 12th, 2005, we closed on a Private Placement offering
and raised gross proceeds of approximately $4.5 million. As part of this Private
Placement, we sold securities as a unit (the "Units") at a price of $50,000 per
Unit. Each Unit consisted of 50,000 shares of common stock and a warrant to
purchase 25,000 shares of common stock. The warrants are immediately exercisable
at $1.35 per share and are exercisable at any time within five years from the
date of issuance. We paid a fee of approximately $400,000 to a placement agent
and agreed to issue 600,854 warrants (the "Agent Warrants") to purchase common
stock to the placement agent. The Agent Warrants are immediately exercisable at
$1.35 per share and will expire five years after issuance. We issued an
aggregate of 4,450,774 shares of common stock and 2,225,387 warrants to
investors in this Private Placement.


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. Our product candidates are based on
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 HAE in March 2005. We are also developing C1-INH for the treatment of AMI 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 ("Sanquin"), 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 March 31, 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.


                                       11
<PAGE>

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. 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%.

      On May 3rd and May 12th, 2005, we closed on a Private Placement offering
and raised gross proceeds of approximately $4.5 million. As part of this Private
Placement, we sold securities as a unit (the "Units") at a price of $50,000 per
Unit. Each Unit consisted of 50,000 shares of common stock and a warrant to
purchase 25,000 shares of common stock. The warrants are immediately exercisable
at $1.35 per share and are exercisable at any time within five years from the
date of issuance. We paid a fee of approximately $400,000 to the placement agent
and agreed to issue 600,854 warrants (the "Agent Warrants") to purchase common
stock to the placement agent. The Agent Warrants are immediately exercisable at
$1.35 per share and will expire five years after issuance. We issued an
aggregate of 4,450,774 shares of common stock and 2,225,387 warrants to
investors in this Private Placement.

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.


                                       12
<PAGE>

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 March 31, 2005 as compared to the Three Months Ended
March 31, 2004

      We had no revenues during the three months ended March 31, 2005 and 2004
and the period from July 21, 2003 (Inception) to March 31, 2005 because we do
not have any commercial biopharmaceutical products.

      Research and development expenses for the three months ended March 31,
2005 were $446,165 as compared to $385,672 for the three months ended March 31,
2004. The increase of $60,493 primarily represents expenses relating to the
Phase III clinical trials that commenced in March 2005.

      General, administrative and license acquisition costs were $548,757 for
the three months ended March 31, 2005 as compared to $2,231,781 for the three
months ended March 31, 2004. The decrease of $1,683,024 is primarily due to the
recording of a non-cash compensation expense of $1,985,562 for the three months
ended March 31, 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 three months ended March 31,
2005. Compensation expense was recorded at fair value based upon the
Black-Scholes option-pricing model.

      Interest income was $21,086 for the three months ended March 31, 2005 as
compared to interest expense of $113 for the three months ended March 31, 2004.
We have invested our excess cash in a money market account.

      Due to the factors mentioned above, the net loss for the three months
ended March 31, 2005 was $973,836 or $0.01 per common share, basic and diluted
as compared to a loss of $2,617,566 for the three months ended March 31, 2004 or
$0.06 per common share, basic and diluted share.

Liquidity and Capital Resources

      As of March 31, 2005, we had cash and cash equivalents of $4,605,422 and
working capital was $4,530,968. Net cash used in operations was $920,063 for the
three months ended March 31, 2005 primarily consisted of our loss of $973,836.
The cash used in investing for the three months ended March 31, 2005 was $19,152
resulting from the purchase of property and equipment.

      Between February and March 2004, we received proceeds in a private
placement of approximately $7,968,000, net of issuance costs of approximately
$51,000, 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.

      On May 3rd and May 12th, 2005, we closed on a Private Placement offering
and raised gross proceeds of approximately $4.5 million. As part of this Private
Placement, we sold securities as a unit (the "Units") at a price of $50,000 per
Unit. Each Unit consisted of 50,000 shares of common stock and a warrant to
purchase 25,000 shares of common stock. The warrants are immediately exercisable
at $1.35 per share and are exercisable at any time within five years from the
date of issuance. We paid a fee of approximately $400,000 to a placement agent
and agreed to issue 600,854 warrants (the "Agent Warrants") to purchase common
stock to the placement agent. The Agent Warrants are immediately exercisable at
$1.35 per share and will expire five years after issuance. We issued an
aggregate of 4,450,774 shares of common stock and 2,225,387 warrants to
investors in this Private Placement.

      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.


                                       13
<PAGE>

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 March 31, 2005, there have been no material
changes in our commitments and contingencies.

OFF -BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements as of March 31, 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, research and development cost. We reviewed our policies and
determined that those policies remain our most critical accounting policies for
the quarter ended March 31, 2005. We did not make any changes in those policies
during the three months ended March 31, 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 principal accounting 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 December 31, 2004.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any pending legal proceeding.

ITEM 2. CHANGES IN SECURITIES

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      Not applicable

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

      On December 29, 2004, the holders of 58.8% of FCP's common stock consented
in writing to (i) approve the merger of FCP (the "FCP Merger") with and into the
Company, (ii) change FCP's domicile from Nevada to Delaware by means of the FCP
Merger, (iii) increase the authorized common stock and preferred stock to
200,000,000 and 20,000,000, respectively, under the certificate of incorporation
of the Company, the surviving corporation pursuant to the FCP Merger and (iv)
approve the amendment to FCP's 2004 Omnibus Incentive Compensation Plan
increasing the maximum number of shares of common stock available for issuance
under the Plan to 10,000,000 shares.

ITEM 5. OTHER INFORMATION

      Not applicable


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<PAGE>

ITEM 6. EXHIBITS


     Number      Description
     ------      -----------

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

      31.2        Certification by Chief Accounting 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 Accounting Officer pursuant to 18 U.S.
                  C. Section 1350


                                       15
<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: May 19, 2005                        By: /s/ Joshua D. Schein
                                          ---------------------
                                          Joshua D. Schein
                                          Chief Executive Officer

Date: May 19, 2005                        By: /s/ Douglas Beck
                                          --------------------------
                                          Douglas Beck
                                          Controller, Chief Accounting
                                          Officer


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