<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ------------------

                                    FORM 10-Q

                                   (MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM _______________ TO _______________

                         COMMISSION FILE NUMBER: 0-27860

                              IIC INDUSTRIES, INC.

                       -----------------------------------

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      DELAWARE                           13-567594
                      --------                           ---------
           (STATE OF OTHER JURISDICTION OF          (IRS IDENTIFICATION
           INCORPORATION OR ORGANIZATION)                 NUMBER)

         171 MADISON AVENUE; NEW YORK, N.Y.                10016
         ----------------------------------                -----
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 889-7201

              ----------------------------------------------------
               FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT.

<PAGE>

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,693,472 shares of common
stock outstanding at November 19, 2001.

<PAGE>

                              FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS


          Consolidated Balance Sheets                                  Page
          at September 30, 2001                                        ----
          and December 31, 2000                                         3

          Consolidated Statements of Income and Comprehensive
          Income for the Nine Months Ended
          September 30, 2001 and September 30, 2000                     5

          Consolidated Statements of Income and
          Comprehensive Income for the Three Months                     6
          Ended September 30, 2001 and September 30,2000


          Consolidated Statement of Cash Flows
          for the Nine Months Ended
          September 30, 2001 and September 30, 2000                     7

          Notes to Consolidated Financial
          Statements                                                    8

                                        2
<PAGE>

                      IIC Industries, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                (dollar amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                       SEPTEMBER 30,       DECEMBER 31,
              ASSETS                       2001              2000
                                        -----------        ---------
<S>                                         <C>              <C>
CURRENT ASSETS

    Cash and cash equivalents               $9,051           $9,486
    Accounts receivable, net                53,009           45,477
    Inventories, net (Note C)               44,409           31,744
    Other current assets                    12,222            8,475
                                          --------         --------
         Total current assets              118,691           95,182

DUE FROM AFFILIATE                           1,535            3,300
PROPERTY AND EQUIPMENT, NET                 29,036           23,555
INVESTMENTS                                 64,733           57,421
OTHER ASSETS                                 5,993            2,281
                                          --------         --------
                                          $219,988         $181,739
                                          ========         ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       -3-
<PAGE>

                      IIC Industries, Inc. and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                   (UNAUDITED)
                (dollar amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,   DECEMBER 31,
     LIABILITIES AND STOCKHOLDERS' EQUITY              2001            2000
                                                     --------        --------
<S>                                                   <C>             <C>
CURRENT LIABILITIES
    Accounts payable                                  $30,060         $25,367
    Bank loans                                         29,897          15,661
    Current maturities of long-term debt                1,078             608
    Accrued expenses and other payables                19,545          12,357
    Due to related parties                                809           2,618
    Advances from customers                             4,670           2,706
                                                     --------        --------
         Total current liabilities                     86,059          59,317

LONG-TERM DEBT, less current portion                    6,670           5,348
DUE TO AFFILIATES                                           0             825
OTHER LIABILITIES AND DEFERRED CREDITS                  7,157           7,699
MINORITY INTERESTS                                     22,553          14,247
                                                     --------        --------
                                                      122,439          87,436
CONTINGENCIES (Note D)

STOCKHOLDERS' EQUITY
    Common stock, $0.25 par value per share;
       Authorized 7,200,000 shares; issued
       6,343,224 shares                                 1,586           1,586
    Additional paid-in capital                         22,941          22,941
    Retained earnings                                 118,924         115,128
    Accumulated other comprehensive loss              (43,177)        (42,627)
    Less treasury stock - at cost (649,752 shares)     (2,725)         (2,725)
                                                     --------        --------
                                                       97,549          94,303
                                                     --------        --------
                                                     $219,988        $181,739
                                                     ========        ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       -4-
<PAGE>

                      IIC Industries, Inc. and Subsidiaries
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (UNAUDITED)
                (dollar amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                      -------------------------------
                                                          2001                2000
                                                      -----------         -----------
<S>                                                   <C>                 <C>
Net sales                                             $   145,636         $   132,837
Cost of sales                                             111,252             101,818
                                                      -----------         -----------
         Gross profit                                      34,384              31,019

Selling, general and administrative expenses               36,220              29,781
                                                      -----------         -----------

         Operating (loss) income                           (1,836)              1,238
                                                      -----------         -----------
Other income (expenses)
    Interest income                                           882                 962
    Equity in  earnings of affiliates                       4,747               4,522
    Foreign currency gain/ (loss) (Note B)                    814              (2,302)
    Gain on sale of noncurrent assets, net                    625               2,557
    Interest expense                                       (2,263)             (1,768)
    Rental Income                                           1,519               1,766
    Other (expense)/income, net                              (107)              1,369
                                                      -----------         -----------

          Income before income taxes and
             minority interest                              4,381               8,344

Income taxes                                                 (557)               (317)

          Income before minority interests                  3,824               8,027

Minority interests                                            (28)                (43)
                                                      -----------         -----------
         NET INCOME                                   $     3,796         $     7,984

Other comprehensive loss:

           Foreign currency translation adjustments          (550)             (4,593)
                                                      -----------         -----------
           COMPREHENSIVE  INCOME                      $     3,246         $     3,391
                                                      ===========         ===========
Basic and diluted net  income per common share        $      0.67         $      1.40
                                                      ===========         ===========
Basic average number of common shares outstanding       5,693,472           5,693,472
                                                      ===========         ===========
</TABLE>

The accompanying notes are an integral part of these statements

                                       -5-
<PAGE>

                      IIC Industries, Inc. and Subsidiaries
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (UNAUDITED)
                (dollar amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED SEPTEMBER 30
                                                        -------------------------------
                                                           2001                2000
                                                        -----------         -----------
<S>                                                     <C>                 <C>
Net Sales                                               $    52,382         $    48,882
Cost of sales                                                39,620              37,478
                                                        -----------         -----------
    Gross profit                                             12,762              11,404

Selling,general and administrative expenses                  13,393              10,308
                                                        -----------         -----------
     Operating loss/income                                     (631)              1,096

Other income(expenses)
  Interest income                                               309                 383
  Equity in earnings of affiliates                            4,012               2,811
  Foreign currency gain/(loss) (Note B)                         466                (868)
  (Loss) on sale of noncurrent assets, net                       (4)                376
  Interest expense                                             (847)               (740)
  Rental Income                                                 518                 524
  Other (expense)/income, net                                   (51)                665


    Income before income taxes and minority interests         3,772               4,247

Income taxes                                                   (545)                (54)
                                                        -----------         -----------
    Income before minority interest                           3,227               4,193

Minority interests                                                8                (297)
                                                        -----------         -----------
    NET INCOME                                          $     3,235         $     3,896

Other comprehensive loss
   Foreign currency translation adjustments                    (973)             (2,438)
                                                        -----------         -----------
   COMPREHENSIVE INCOME                                 $     2,262         $     1,458
                                                        ===========         ===========
Basic and diluted net income per common share           $      0.57         $      0.68
                                                        ===========         ===========
Basic average number of common shares outstanding         5,693,472           5,693,472
                                                        ===========         ===========
</TABLE>

                                       -6-
<PAGE>

                      IIC Industries, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                          (dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                                             -------------------------------
                                                                   2001            2000
                                                                 -------         -------
<S>                                                              <C>             <C>
Net cash provided by operating activities                        $   574         $ 2,184
                                                                 -------         -------
Cash flows from investing activities
    Acquisition, net of cash acquired                               (147)             --
    Purchase of property and equipment                            (4,971)         (1,576)
    Purchase of investments                                       (2,033)         (5,558)
    Advances from affiliates                                           0             158
    Proceeds on disposal of property and equipment                 1,265             829
    Proceeds on disposal of investments                              629           2,242
                                                                 -------         -------
         Net cash (used in) investing activities                  (5,257)         (3,905)
                                                                 -------         -------
Cash flows from financing activities
    Issuance of long-term debt                                     1,904           2,104
    Principal payments of long term debt                            (801)         (2,679)
    Net receipts (payments) of short-term bank loans               3,160            (561)
                                                                 -------         -------
         Net cash  provided by (used in)  financing activities     4,263          (1,136)
Effect of exchange rate on cash                                      (15)           (177)
                                                                 -------         -------
         Net (decrease) in cash and cash                            (435)         (3,034)
         during the period

Cash and cash equivalents at beginning of period                 $ 9,486           9,563
                                                                 -------         -------
Cash and cash equivalents at end of period                       $ 9,051         $ 6,529
                                                                 =======         =======
Supplemental disclosure of cash flow information:
    Cash paid during the period for
       Interest                                                  $ 2,176         $ 1,466
       Income taxes                                                  843             456
</TABLE>

The accompanying notes are an integral part of these statements.

                                       -7-
<PAGE>

                     IIC Industries, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

     The consolidated financial statements included herein which have been
     prepared by the Company, without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission, include the accounts
     of IIC Industries, Inc. and all material majority-owned subsidiaries
     (collectively the "Company"). All material intercompany transactions and
     balances have been eliminated. Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed or omitted
     pursuant to such rules and regulations.

     In the opinion of management, the consolidated financial statements contain
     all adjustments which are those of a normal recurring accrual nature and
     disclosures necessary to present fairly the financial position of the
     Company as of September 30, 2001 and December 31, 2000 and the results of
     operations and cash flows for the nine months ended September 30, 2001 and
     September 30, 2000, and the three months ended September 30,2001 and 2000.


NOTE B - FOREIGN CURRENCY TRANSLATION

     Investor Rt ("Investor"), a majority-owned subsidiary, and The Israel
     Tractors and Equipment Company Limited (Israel Tractor), use the local
     currency, the Hungarian Forint and the New Israeli Shekel, respectively, as
     their functional currencies and translate all assets and liabilities at
     year end exchange rates,all income and expense accounts at average rates
     and records adjustments resulting from the translation in a separate
     component of shareholders equity.

     The US dollar is the functional currency of Balton C.P. Limited, a majority
     owned Subsidiary. The subsidiary translates monetary assets and liabilities
     at year end rates and non monetary assets and liabilities at historical
     exchange rates. All income and expense accounts are translated at the rate
     of exchange prevailing at the date of transaction, except revenues and
     expenses related to non monetary items which are translated at historical
     rates. The translation adjustments are recorded in the Statement of
     Operations.

     Prior to April 2001, the functional currency of Israel Tractor was the US
     dollar. This change in the functional currency resulted from Israel
     Tractor's acquisition of Zoko in April 2001.

     Transactions arising in a foreign currency are translated into the
     functional currency at the rate of exchange effective at the date of the
     transaction and gains or losses are included in results of operations.

                                       -8-
<PAGE>

                      IIC Industries, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE C - INVENTORIES

     Inventories are as follows:

                                           SEPTEMBER 30,            DECEMBER 31,
                                              2001                     2000
                                            -------                    -----
        Raw materials                        $6,477                   $5,326
        Work-in-progress                      2,194                    1,887
        Finished goods                       35,738                   24,531
                                             ------                   ------
                                            $44,409                  $31,744
                                            =======                  =======

NOTE D - CONTINGENCIES

     The Company has guaranteed letters of credit of $2.1 million for Balton
     C.P. Ltd. Investor and certain other subsidiaries are contingently liable
     for the repayment of $1.7 million in debt extended to related and
     non-related entities.

NOTE E - INVESTMENT IN AFFILIATE

     At September 30, 2001, the Company's effective ownership percentage of
     Danubius, Rt. ("Danubius"), a publicly traded company, was approximately
     49.35% at a cumulative cost of approximately $49 million. Danubius owns a
     number of hotels in Hungary and the Czech Republic, which specialize in spa
     facilities.

                                      -9-
<PAGE>

                      IIC Industries, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE E (CONTINUED)

     Accordingly, the Company accounted for this investment under the equity
     method at September 30, 2001. Under this method, the investment is carried
     at cost plus the Company's share of earnings or losses less distributions.
     Since the Company's share of the underlying net assets of Danubius exceeded
     the cost at the various purchase dates, the excess of the fair value of the
     net assets acquired over the cost is amortized over a period of forty
     years.

     The following is summarized financial information of Danubius (in
     thousands), which was prepared in accordance with international accounting
     standards. There were no significant differences between international
     accounting standards and generally accepted accounting standards in the
     United States:


                                       SEPTEMBER 30, 2001    SEPTEMBER 30 2000
                                       ------------------    -----------------
      Current assets                           $30,411               $24,977
      Noncurrent assets                        180,369               144,378
      Current liabilities                       21,943                20,076
      Noncurrent liabilities                    58,376                43,562
      Stockholders' equity                     130,461               105,717


                                      NINE MONTHS ENDED       NINE MONTHS ENDED
                                      SEPTEMBER 30 2001       SEPTEMBER 30 2000
                                      -----------------       -----------------
      Sales                                     $87,428               $82,316
      Operating  income                          17,834                16,578
      Net income                                 12,798                12,200
      Company's share of equity in earnings       5,827                 4,790

The above equity in earnings to 30 September 2001 was adjusted in the Statement
of Operations to include a one time charge of $1,223,000, first reflected in the
accounts to 30th June 2001, that related to the correction of prior years
negative goodwill/ goodwill amortizations.

The quarterly accounts and other information of Danubius are publicly registered
with the Budapest Stock Exchange.

The tragic events of September 11th have brought into even sharper focus the
tough and competitive market in which Danubius is now operating. As a result a
reorganization is in progress which is expected to give a one time charge to the
Company's share of equity in earnings of approximately $1 million in the fourth
quarter.

                                      -10-

<PAGE>

                      IIC Industries, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE F- NEW ACCOUNTING PRONOUNCEMENT


         In July 2001, Statement of Financial Accounting Standards No.
141,"Business Combinations" ("Statement 141") was issued. Statement 141
eliminates the pooling of interests method of accounting for business
combinations initiated after June 30, 2001 and requires all business
combinations initiated after this date to be accounted for using the purchase
method. Statement 141 also specifies criteria intangible assets acquired in a
purchase method business combination must meet to be recognized and reported
apart from goodwill. The Company is required to adopt the provisions of
Statement 141 immediately.

In July 2001, Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("Statement 142") was issued. Statement 142 will
require that goodwill and intangible assets with indefinite useful lives no
longer be amortised, but instead tested for impairment at least annually in
accordance with the provision of Statement 142. Statement 142 will also require
that intangible assets with definite useful lives be amortised over their
respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived assets to be Disposed of." The Company is required to implement
Statement 142 on January 1, 2002.

Statement 142 established certain transition provisions which will require,
amongst other things, the Company perform an assessment of whether there is an
indication that goodwill and equity- method goodwill is impaired as of the date
of adoption. To accomplish this the Company must identify its reporting units
and determine the carrying value of each reporting unit by assigning the assets
and liabilities, including the existing goodwill and intangible assets, to those
reporting units as of the date of adoption. The Company will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an indication exists
that the reporting unit's goodwill may be impaired and the Company must perform
the second step of the transitional impairment test. In the reporting unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets (recognized and unrecognized) and liabilities in a manner similar to a
purchase price allocation in accordance with Statement 141, to its carrying
amount, both of which would be measured as of the date of adoption. This second
step is required to be completed as soon as possible, but no later than the end
of the year of adoption. Any transitional impairment loss will be recognized as
the cumulative effect of a change in accounting principle in the Company's
statement of operations.

The Company is required to implement Statement 142 on January 1, 2002. The
Company is evaluating the impact Statement 141 may have on its future
consolidated financial statements.

In June 2001, Statement of Financial Accounting Standards No. 143 "Accounting
for Asset Retirement Obligations" ("Statement 143") was issued.Statement 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. The Company is required to
adopt the provisions of Statement 143 on January 1 2003. The Company is
evaluating the impact, if any, Statement 143 may have on its future consolidated
financial statements.

In August 2001, Statement of Financial Accounting Standards No. 144 " Accounting
for the Impairment or Disposal of Long-Lived Assets ("Statement 144") was
issued. Statement 144 supersedes FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
and of the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions", for the disposal of a segment of the business. Statement 144
addresses the financial accounting and reporting for (1) long-lived assets to be
held and used, (2) long-lived assets to be disposed of other than by sale and
(3) long-lived assets to be disposed by sale. The Company is required to adopt
the provisions of Statement 14 on January 1, 2002. The Company is evaluating the
impact, if any, Statement 144 may have on its future consolidated financial
statements.

                                      -11-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

         The Company is presently operated as a holding company with
subsidiaries in three principal operating geographic areas: (1) Investor RT, a
Hungarian holding company ("Investor" or "Investor Group"), which through its
subsidiaries, engages in a variety of commercial activities in Hungary; (2) The
Israel Tractors and Equipment Company Limited ("Israel Tractor"), an Israeli
corporation, which through its 70% subsidiary Zoko, distributes tractors and
related heavy machinery as well as manufacturing and distributing filters,
mainly in Israel and (3) Balton C.P. Limited, an English holding company with
African subsidiaries ("Balton CP") engaged in trading activities in several
African countries.


     The Company has three primary areas of operation with respect to its
     subsidiaries:
     (a)      Investor and its subsidiaries in Hungary
     (b)      Israel Tractor and its subsidiaries in Israel
     (c)      Balton CP and its subsidiaries in Nigeria, Ghana, Zambia,
              Tanzania, Kenya, Uganda and the Cote D'Ivoire.

     The Company has five principal business segments:
     (a)      vehicle sales and service
     (b)      processing/storage of agricultural products
     (c)      the distribution of tractors and other heavy equipment and the
              manufacture and distribution of filters
     (d)      the sale of agricultural, communications and electrical equipment
     (e)      other industries and corporate.

                                       12

<PAGE>

RESULTS OF OPERATIONS

         The table below sets forth for nine and three months ended September
30, 2001 and 2000, certain information with respect to the results of operations
of the Company and its principal subsidiaries.

<TABLE>
<CAPTION>
Nine Months Ended                     Net Sales              Gross Profit           Income (loss)       Net Income (Loss)
-----------------                     ---------              ------------           before Income       ----------------
September 30, 2001                                                                    Taxes and Minority
--------------                                                                         Interests
                                                                                       ---------
                                   Amount          %         Amount         %       Amount       %       Amount        %
                                   ------         ---        ------        ---      ------      ---      ------       ---
                               (In thousands)           (In thousands)          (In thousands)       (In thousands)
<S>                               <C>          <C>          <C>         <C>         <C>         <C>      <C>        <C>
IIC Industries Inc.                     --        --           --          --        $148        3.4      $188       4.9
(parent company)

Israel Tractors &                  $61,507      42.2        $15,364      44.7         (49)      (1.2)     (103)     (2.7)
Equipment Co. (Israel)

Balton CP Group (Africa)            45,911      31.6         12,734      37.0        1,223      27.9       828       21.8

Investor RT Group                   38,218      26.2          6,286      18.3        3,059      69.9     2,883       76.0
(Hungary)                         --------     -----        -------     -----       ------      -----    ------     -----
                                  $145,636     100.0        $34,384     100.0       $4,381      100.0    $3,796     100.0
                                  ========     =====        =======     =====       ======      =====    ======     =====
</TABLE>

<TABLE>
<CAPTION>
Nine Months Ended                 Net Sales              Gross Profit         Income (loss)       Net Income (Loss)
------------------                 ---------              ------------         before Income       ----------------
September 30, 2000                                                             Taxes and Minority
---------------                                                                  Interests
                                                                             ------------------
                               Amount         %         Amount          %       Amount       %       Amount         %
                               ------        ---        ------         ---      ------      ---      ------        ---
                           (In thousands)           (In thousands)          (In thousands)       (In thousands)
<S>                          <C>            <C>        <C>           <C>       <C>        <C>        <C>          <C>
IIC Industries Inc.               --          --           --           --     $1,316      15.8      $1,263        15.8
(parent company)

Israel Tractors &            $47,244        35.6       $11,453        36.9      1,864      22.3       1,749        21.9
Equipment Co. (Israel)

Balton CP Group (Africa)      46,630        35.1        13,230        42.7       408        4.9         206         2.6

Investor RT Group             38,963        29.3         6,336        20.4      4,756       57.0      4,766        59.7
(Hungary)                    --------       -----      -------       -----     ------     -----      ------       -----
                             $132,837       100.0      $31,019       100.0     $8,344     100.0      $7,984       100.0
                             ========       =====      =======       =====     ======     =====      ======       =====
</TABLE>

<TABLE>
<CAPTION>
Three Months Ended                     Net Sales              Gross Profit           Income (loss)       Net Income (Loss)
------------------                     ---------              ------------           before Income       ----------------
September 30, 2001                                                                 Taxes and Minority
--------------                                                                          Interests
                                                                                        ---------
                                   Amount          %         Amount         %       Amount       %       Amount        %
                                   ------         ---        ------        ---      ------      ---      ------       ---
                               (In thousands)           (In thousands)          (In thousands)       (In thousands)
<S>                                <C>         <C>          <C>         <C>        <C>        <C>       <C>         <C>
IIC Industries Inc.                     --        --           --          --        $922      24.5       $615       19.0
(parent company)

Israel Tractors &                  $23,499      44.9         $6,112      47.9         839      22.2        634       19.6
Equipment Co. (Israel)

Balton CP Group (Africa)            16,947      32.3          5,143      40.3       1,016      26.9        641       19.8

Investor RT Group                   11,936      22.8          1,507      11.8         995      26.4      1,345      41.6
(Hungary)                          -------     -----        -------     -----      ------     -----     ------      -----
                                   $52,382     100.0        $12,762     100.0      $3,772     100.0     $3,235      100.0
                                   =======     =====        =======     =====      ======     =====     ======      =====
</TABLE>

<TABLE>
<CAPTION>
Three Months Ended                    Net Sales              Gross Profit           Income (loss)       Net Income (Loss)
------------------                    ---------              ------------           before Income       ----------------
September 30, 2000                                                               Taxes and Minority
---------------                                                                       Interests
                                                                                 ------------------
                                    Amount         %         Amount          %       Amount       %       Amount         %
                                    ------        ---        ------         ---      ------      ---      ------        ---
                                (In thousands)           (In thousands)          (In thousands)       (In thousands)
<S>                                <C>           <C>        <C>            <C>       <C>        <C>        <C>          <C>
IIC Industries Inc.                   --          --           --           --     $  (826)     (19.4)      $(838)      (21.5)
(parent company)

Israel Tractors &                  $15,748        32.2       $3,994         35.0       729       17.2         749        19.2
Equipment Co. (Israel)

Balton CP Group (Africa)            19,313        39.5        5,099         44.7       644       15.2        315          8.1

Investor RT Group                   13,821        28.3        2,311         20.3      3,700      87.0      3,670         94.2
(Hungary)                          -------       -----      -------        -----     ------     -----      ------       -----
                                   $48,882       100.0      $11,404        100.0     $4,247     100.0      $3,896       100.0
                                   =======       =====      =======        =====     ======     =====      ======       =====
</TABLE>

                                       13

<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS

     The table below sets forth for the nine and three months ended September
30, 2001 and 2000, certain information with respect to the results of operations
of the Company and its five principal business segments.

<TABLE>
<CAPTION>
                               Nine Months Ended September 30, 2001                   Nine Months Ended September 30, 2000
                                                       Income (Loss) before                             Income (Loss) before
                                                         Income Taxes and                                 Income Taxes and
                                     Net Sales          Minority Interest            Net Sales            Minority Interest
                                     ---------          -----------------            ---------           ------------------
                                 Amount       %         Amount        %       Amount         %          Amount          %
                            (In thousands)          (In thousands)        (In thousands)           (In thousands)
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>        <C>           <C>      <C>          <C>          <C>        <C>
Vehicle sales and             $10,276        7.1        $  274        6.3      $9,149       6.9          $211       2.5
distribution (Investor)

Processing/storage of          27,801       19.1          (426)     (9.7)     26,724       20.1           297       3.6
agricultural products
(Investor)

Other Industries including        141        0.0         3,359       76.6       3,090       2.3         5,564       66.7
corporate

Tractors and heavy equipment   61,507       42.2          (49)       (1.1)    47,244      35.6          1,864       22.3
(Israel Tractor)

Agricultural, communications   45,911       31.6         1,223       27.9      46,630      35.1           408        4.9
and electrical equipment     --------      -----        ------      -----    --------    -----         ------       -----
(Balton CP)
                             $145,636      100.0        $4,381      100.0    $132,837    100.0         $8,344       100.0
                             ========      =====        ======      =====    ========    =====         ======       =====
</TABLE>

<TABLE>
<CAPTION>
                                 Three Months Ended September 30, 2001                   Three Months Ended September 30, 2000
                                                       Income (Loss) before                             Income (Loss) before
                                                         Income Taxes and                                 Income Taxes and
                                     Net Sales          Minority Interest            Net Sales            Minority Interest
                                     ---------          -----------------            ---------           ------------------
                                 Amount       %         Amount        %       Amount         %          Amount          %
                            (In thousands)          (In thousands)        (In thousands)           (In thousands)
-----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>        <C>            <C>      <C>           <C>           <C>        <C>
Vehicle sales and              $3,806        7.3        $  107         2.9      $2,817        5.8           $51        1.2
distribution (Investor)

Processing/storage of           8,099       15.5          (884)      (23.4)     10,041       20.5           457       10.8
agricultural products
(Investor)

Other Industries including         31        0.0          2,694       71.5         963        2.0         2,366       55.6
corporate
Tractors and heavy equipment   23,499       44.9            839       22.2      15,748       32.2           729       17.2
(Israel Tractor)

Agricultural, communications   16,947       32.3          1,016       26.8      19,313       39.5            644      15.2
and electrical equipment      -------      -----         ------       -----    -------      -----         ------     -----
(Balton CP)
                              $52,382      100.0         $3,772       100.0    $48,882      100.0         $4,247     100.0
                              =======      =====         ======       =====    =======      =====         ======     =====
</TABLE>

INVESTOR

         The operations of three of the Company's segments are conducted in
Hungary through Investor. Investor's business is significantly affected by
general conditions in Hungary.

         Vehicle Sales and  Distribution Segment
         o   Net Sales for the nine months ended September 30, 2001 increased by
             approximately $1,127,000, or approximately 12.3% as compared to the
             corresponding period in 2000.

         o   There was Income before Minority Interests and Income Taxes for the
             nine months ended September 30 2001 of $274,000 as compared to
             income of $211,000 in the corresponding period in 2000.

         The increase in Net Sales and in Income before Income Taxes and
Minority Interests was primarily due to higher sales volume following increased
promotion together with strict cost control. However, the market remains
competitive with little overall growth, which must be gained at the expense of
competition.

         Processing/Storage of Agricultural Products Segment

         o   Net Sales for the nine months ended September 30, 2001 increased by
             approximately $1.1 million or 4%, as compared to the corresponding
             period in 2000. The increase in Net Sales was primarily

                                       14
<PAGE>

             due to an increase in demand of the Company's products both on the
             domestic and export markets together with higher market prices.

         o   The Loss before Income Taxes and Minority Interest for nine months
             ended September 30, 2001 , was $426,0000 compared to Income before
             Income Taxes and Minority Interest of $297,000 for the
             corresponding period in 2000. This loss was primarily due to
             decreasing margins while increasing turnover in an effort to
             maintain market share with competition keen to buy turnover to
             cover overheads. The market situation remains difficult with
             continued overproduction.

   Other Industries

         o   Net Sales for the nine months ended September 30, 2001 decreased by
             approximately $2,949,000 as compared to the corresponding period in
             2000. This decrease was primarily due to the sale of two
             subsidiaries in 2001.

         o   The Profit before Income Taxes and Minority Interest was
             approximately $3,359,000 for the nine months ended September 30,
             2001 compared to income of approximately $5,564,000 for the nine
             months ended September 30, 2000. The decrease in income arose
             primarily due to the inclusion in the first nine months of 2000 of
             a gain on a sale of equity shares in an oil and gas venture for
             approx $2.1 million.

             ISRAEL TRACTOR: TRACTORS, HEAVY EQUIPMENT SEGMENT AND FILTERS.

         o   At 1 April Israel Tractor merged with Zoko, a manufacturer and
             distributor of filters which is quoted on the Tel Aviv Stock
             Exchange, obtaining 70% of the share capital. The results for the
             nine months to 30 September include six months operations with Zoko
             less the applicable minority interest.The results of Zoko are
             publicly registered with The Tel Aviv Stock Exchange.


         o   Net Sales for the nine months ended September 30, 2001 increased by
             $14,263,000,or approximately 30% as compared to the corresponding
             period in 2000.Net sales applicable to Zoko was $14 million.

         o   The Loss before Income Taxes and Minority Interest for the nine
             months ended September 30, 2001 was $49,000 as compared to income
             of $1,864,000 for the corresponding period in 2000.

             The political situation in Israel has remained extremely volatile
             throughout the period, leading to difficult business conditions. An
             operating loss was incurred in the first nine months of 2001,
             together with costs of reorganization and integrating the
             businesses.

             BALTON CP: AGRICULTURAL, COMMUNICATIONS AND ELECTRICAL EQUIPMENT
             SEGMENT

         o   Net Sales for the nine months ended September 30, 2001 decreased by
             $719,000 or approximately 1.6%, as compared to the corresponding
             period in 2000.

         o   Income before Income Taxes and Minority Interests for the nine
             months ended September 30, 2001 increased by approximately
             $815,000, as compared to the corresponding period in 2000, as a
             result of the sale in the first three months of 2000 of a joint
             venture which produced a loss of $355,000 together with the
             completion of profitable contracts in Nigeria and Zambia.

                                       15
<PAGE>

ANALYSIS OF OTHER INCOME AND EXPENSE

Interest income. Interest income decreased for the nine months ended September
30, 2001 by $80,000, or approximately 8%, to $882,000.

Interest expense. Interest expense in the nine months ended September 30, 2001,
increased by $495,000, or approximately 28%, to approximately $2,263,000. This
was due to the higher borrowings to finance increased working capital at Israel
Tractor and the higher inventory at Agrimill- Agrimpex.

Income before Income Taxes and Minority Interests. Income before Income Taxes
and Minority Interests in the first nine months ended September 30, 2001 was
approximately $4,381,000, compared to Income before Income Taxes and Minority
Interest in the first nine months of 2000 of approximately $8,344,000. This
reflected the difficult trading conditions at Israel Tractor in Israel, which
showed a loss in the first nine months of 2001 of $49,000 as opposed to a profit
in the first nine months of 2000 of $1,864,000, and the one time gain in 2000 on
the oil and gas venture of $2,100,000.

INCOME TAXES

The Company may be subject to tax in some or all of the foreign countries in
which it has operations. However, foreign taxes imposed on the Company's income
may qualify as a foreign income tax and therefore be eligible for credit against
the Company's United States income tax liability subject to certain limitations
set out in the Internal Revenue Code of 1986, as amended (or alternatively, for
deduction against income in determining such liability). The limitations set out
in the Code include, among others, computation rules under which foreign tax
credits allowable with respect to specific classes of income cannot exceed the
United States federal income taxes otherwise payable with respect to each class
of income. Foreign income taxes exceeding the credit limitation for the year of
payment or accrual can be carried back for two taxable years and forward for
five taxable years, in order to reduce United States federal income taxes,
subject to the credit limitations applicable in each of such years. Other
restrictions on the foreign tax credit include a prohibition on the use of the
credit to reduce liability for the United States corporate alternative minimum
taxes by more than 90%.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a net cash outflow in the nine months to 30th September
2001. This was financed through cash and cash equivalents available at the
beginning of 2001, together with an increase in bank loans. At September 30,
2001, IIC Industries Inc.,

                                       16
<PAGE>

(the "Parent Company"), and its wholly-owned Israel Tractor subsidiary, had
working capital of $18.3 million, including cash and cash equivalents of $2.7
million. Cash of subsidiaries that are not wholly-owned (including the Investor
Group and the Balton CP Group) is generally not available for use by the Parent
Company or other subsidiaries (except to the extent paid to the Parent Company
as reimbursement for general overhead paid by the Parent Company or as
management fees) other than in the form of dividends, if and when declared.
Dividends to the Parent Company from its Israel Tractor subsidiary are subject
to a withholding tax of 15% to 25%. The Parent Company does not expect to
receive cash dividends or other distributions in the foreseeable future from any
of its subsidiaries.

     At September 30 2001, Israel Tractor, Investor and Balton had outstanding
short-term indebtedness of approximately $16.3 million, $7.0 million and $6.6
million, respectively.

     At September 30, 2001, Israel Tractor, Investor and Balton had unused lines
of short-term credit of $8.3 million, $5.6 million and $3.5 million,
respectively.

     During the first nine months of 2001, Israel Tractor. Investor, and Balton
made capital expenditures of $1,842,000 $2,427,000 and $702,000 respectively,
for the purchase of equipment and vehicles and improvements to property. Such
expenditures were made from internally generated funds. At September 30, 2001,
the Company had no significant capital commitments.

BANK LOANS

During the period since 31 December 2000, bank loans increased to finance the
increased working capital requirements of Zoko by approximaely $10 million and
to finance the increased inventory at Agrimill-Agrimpex by approximately $3
million.

INFLATION

     Inflation has been a persistent aspect of the Hungarian economy in recent
years, although the annual rate of inflation has been predictable and has
therefore been taken into account by the government and private businesses.
Inflation has contributed to the devaluation of the Hungarian currency and has
therefore had an effect on Investor's financial condition.

     Inflation in Israel was moderate in 2000 and during the first nine months
of 2001, and therefore did not significantly affect operations in that country.
Revaluation of the Israeli shekel against the U.S. Dollar in the first nine
months of 2001 was insignificant.

     Significant rates of inflation persisted in the African countries where
Balton CP operates, triggering significant devaluations of local currencies.

NEW ACCOUNTING PRONOUNCEMENT

     In July 2001, Statement of Financial Accounting Standards No. 141,"Business
Combinations" ("Statement 141") was issued. Statement 141 eliminates the pooling
of interests method of accounting for business combinations initiated after June
30, 2001 and requires all business combinations initiated after this date to be
accounted for using the purchase method. Statement 141 also specifies criteria
intangible assets acquired in a purchase method business combination must meet
to be recognized and reported apart from goodwill. The Company is required to
adopt the provisions of Statement 141 immediately.

In July 2001, Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("Statement 142") was issued. Statement 142 will
require that goodwill and intangible assets with indefinite useful lives no
longer be amortised, but instead tested for impairment at least annually in
accordance with the provision of Statement 142. Statement 142 will also require
that intangible assets with definite useful lives be amortised over their
respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived assets to be Disposed of." The Company is required to implement
Statement 142 on January 1, 2002.

Statement 142 established certain transition provisions which will require,
amongst other things, the Company perform an assessment of whether there is an
indication that goodwill and equity- method goodwill is impaired as of the date
of adoption. To accomplish this the Company must identify its reporting units
and determine the carrying value of each reporting unit by assigning the assets
and liabilities, including the existing goodwill and intangible assets, to those
reporting units as of the date of adoption. The Company will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an indication exists
that the reporting unit's goodwill may be impaired and the

<PAGE>

Company must perform the second step of the transitional impairment test. In the
reporting unit's goodwill, determined by allocating the reporting unit's fair
value to all of its assets (recognized and unrecognized) and liabilities in a
manner similar to a purchase price allocation in accordance with Statement 141,
to its carrying amount, both of which would be measured as of the date of
adoption. This second step is required to be completed as soon as possible, but
no later than the end of the year of adoption. Any transitional impairment loss
will be recognized as the cumulative effect of a change in accounting principle
in the Company's statement of operations.

The Company is required to implement Statement 142 on January 1, 2002. The
Company is evaluating the impact Statement 141 may have on its future
consolidated financial statements.

In June 2001, Statement of Financial Accounting Standards No. 143 "Accounting
for Asset Retirement Obligations" ("Statement 143") was issued.Statement 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. The Company is required to
adopt the provisions of Statement 143 on January 1 2003. The Company is
evaluating the impact, if any, Statement 143 may have on its future consolidated
financial statements.

In August 2001, Statement of Financial Accounting Standards No. 144 " Accounting
for the Impairment or Disposal of Long-Lived Assets ("Statement 144") was
issued. Statement 144 supersedes FASB Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
and of the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions", for the disposal of a segment of the business. Statement 144
addresses the financial accounting and reporting for (1) long-lived assets to be
held and used, (2) long-lived assets to be disposed of other than by sale and
(3) long-lived assets to be disposed by sale. The Company is required to adopt
the provisions of Statement 14 on January 1, 2002. The Company is evaluating the
impact, if any, Statement 144 may have on its future consolidated financial
statements.

                                       17
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

DISCLOSURE ABOUT FOREIGN CURRENCY RISK

Substantially all of the Company's revenues are derived from foreign operations.
As such, its income is significantly affected by fluctuations in currency
exchange rates and by currency controls. Some of the countries where the Company
operates such as several of the African countries do not have freely convertible
currencies and their currencies have been subject to devaluations in
recent years. The currency in Hungary has only recently become freely
convertible. In particular, during 2000 and the nine months ended September
30,2001, the income from the Company's Hungarian, and African subsidiaries was
significantly reduced by losses arising from foreign exchange transactions due
to significant currency devaluations against the U.S. dollar. The Hungarian
currency, which floats against the European Currency Unit underwent devaluations
against the U.S. dollar at the rate of 12% during 2000. Since the beginning of
2001, the Hungarian currency has remained relatively stable against the U.S.
Dollar. Since the functional currency for Investor is the Forint, these
devaluations have resulted in certain currency translation adjustments directly
impacting stockholders' equity. Furthermore, certain of the African countries
such as Zambia and Uganda operate in hyper-inflationary economies.

Derivative financial instruments are utilized by the Company to reduce foreign
exchange risk and price risk relating to its heavy equipment distribution and
agricultural commodity business. The Company does not hold or issue derivative
financial instruments for trading purposes.

Israel Tractor enters from time to time into foreign currency forward contracts
and call option contracts to reduce the impact of fluctuations of certain
currencies against the U.S. dollar. Gains and losses resulting from such
transactions are reflected in the results of operations. These contracts reduce
exposure to currency movements resulting primarily from nondollar-denominated
trade receivables and the Israeli tax effects of dollar-denominated trade
purchases.

At September 30, 2001, Israel Tractor had no foreign currency forward contracts
to purchase and sell U.S.dollars.

Current pricing models were used to estimate the fair values of foreign currency
forward contracts, and call options. The counterparties to these contracts are
creditworthy multinational commercial banks or other financial institutions,
which are recognized market makers.

DISCLOSURE ABOUT INTEREST RATE RISK

          The Company is subject to market risk from exposure to changes in
interest rates based on its financing, investing, and cash management
activities. The Company utilizes a balanced mix of debt maturities along with
both fixed-rate and variable-rate debt to manage its exposures to changes in
interest rates. The Company does not expect changes in interest rates to have a
material effect on income or cash flows in 2001, although there can be no
assurances that interest rates will not significantly change.

                                       18
<PAGE>

                                OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

             None

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

             None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

             None

ITEM 4.    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

             None

ITEM 5.    OTHER INFORMATION

             Tender Offer

             On October 15 2001, updated by an amendment filed on November 13
2001, C.P.Holdings Ltd, a Company organized under the laws of the United
Kingdom, made a tender offer to purchase the approx 20% of common stock in IIC
Industries Inc which it did not already own at a price of $10.50 per piece. The
tender offer expires 26 November 2001.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

             None

                                      19

<PAGE>

                                   SIGNATURES

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

Date: November 19, 2001
                                       IIC INDUSTRIES, INC.



                                       By: /s/ Fortunee F. Cohen
                                          ------------------------------
                                            Fortunee F. Cohen, Secretary


                                       By: /s/ John E, Smith
                                          -------------------------
                                            John E. Smith, Director,
                                            (Principal Financial Officer
                                            and Chief Accounting Officer).