<PAGE>



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

         (Mark One)

         [X] Quarterly report under Section 13 or 15(d) of the Securities
             Exchange Act of 1934

         For the quarterly period ended  June 30, 2002
                                         -------------

         [ ] Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from          to
                                        --------   ------------

         Commission file number               811-3584

                           Levcor International, Inc.

         (Exact Name of Small Business Issuer as Specified in Its Charter)

                    Delaware                                    06-0842701
         (State or Other Jurisdiction of                     (I.R.S. Employer
          Incorporation or Organization)                   Identification No.)

                     462 Seventh Avenue, New York, NY 10018
                    (Address of Principal Executive Offices)

                                 (212) 354-8500
                           (Issuer's Telephone Number)

         Check whether the issuer (1) filed all reports required to be filed by
         Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
         past 12 months (or for such shorter period that the issuer was required
         to file such reports), and (2) has been subject to such filing
         requirements for the past 90 days.

         Yes  X          No

         As of August 12, 2002, 2,338,194 shares of the issuer's common stock,
         par value $.56 per share, were outstanding.

         Transitional Small Business Disclosure Format (check one): Yes    No  X




<PAGE>



                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                          Page
<S>                                                                                                      <C>
Part I. FINANCIAL INFORMATION................................................................................1

        Item 1.   Financial Statements.......................................................................1

                  Balance Sheet at June 30, 2002 (unaudited).................................................1

                  Statements of Operations and Accumulated Deficit for the Six and Three Months
                  Ended June 30, 2002 and June 30, 2001 (unaudited)..........................................2

                  Statements of Cash Flows for the Six Months Ended
                  June 30, 2002 and June 30, 2001 (unaudited)................................................3

                  Notes to Financial Statements (unaudited)..................................................4

        Item 2.   Management's Discussion and Analysis of Financial Condition and Results
                  of Operation...............................................................................7

Part II. OTHER INFORMATION..................................................................................10

        Item 6.   Exhibits and Reports on Form 8-K..........................................................10

Signatures..................................................................................................11

</TABLE>










<PAGE>



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           LEVCOR INTERNATIONAL, INC.

                                  BALANCE SHEET

                                  JUNE 30, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                     ASSETS
                                     ------
<S>                                                                                                  <C>
Current assets
  Cash                                                                                                     $     8,431
  Due from factor                                                                                            1,193,626
  Accounts receivable, less allowances of  $48,999                                                             185,416
  Inventories                                                                                                1,617,943
  Prepaid expenses and other current assets                                                                     90,214
                                                                                                     --------------------

                               Total current assets                                                          3,095,630

Property and equipment, less accumulated depreciation
 and amortization of $83,186                                                                                    73,283
 Assets held for sale                                                                                          219,400
 Security deposits                                                                                              34,650
                                                                                                     --------------------

                                                                                                           $ 3,422,963
                                                                                                     ====================

                     LIABILITIES & STOCKHOLDERS' DEFICIENCY
                     --------------------------------------

Current liabilities
  Accounts payable and accrued expenses                                                                    $ 1,612,663


Long-term debt, less current maturities                                                                      3,000,000

Loans payable - officer/stockholder                                                                            769,671

Commitment and contingencies                                                                                     -

Stockholders' deficiency
Common stock - par value $.56 per share; authorized 15,000,000 shares, issued
  2,395,794 shares and outstanding 2,338,194 shares                                                          1,341,644
Capital in excess of par value                                                                               5,276,739
Accumulated deficit                                                                                         (8,500,567)
                                                                                                     --------------------
                                                                                                            (1,882,184)
Less - Treasury stock - at cost, 57,600 shares                                                                 (77,187)
                                                                                                     --------------------
                                                                                                            (1,959,371)
                                                                                                     --------------------

                                                                                                           $ 3,422,963
                                                                                                     ====================
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       -1-

<PAGE>


                           LEVCOR INTERNATIONAL, INC.

                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

                   FOR THE SIX AND THREE MONTHS ENDED JUNE 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                       Six Months Ended June 30,             Three Months Ended June 30,
                                                         2002              2001                 2002             2001
                                                   ----------------- -----------------    ---------------- -----------------
<S>                                                <C>                 <C>                <C>              <C>
Net sales                                            $  7,094,213       $12,865,288         $  3,490,315     $  5,102,196
Cost of goods sold                                      5,487,045        10,526,639            2,650,520        4,109,114
                                                   ----------------- -----------------    ---------------- -----------------
           Gross profit                                 1,607,168         2,338,649              839,795          993,082

Selling, general and administrative expenses            1,381,760         1,734,295              693,983          831,415
                                                   ----------------- -----------------    ---------------- -----------------

Income from operations                                    225,408           604,354              145,812          161,667

Other income (expense)
  Interest expense                                       (120,947)         (260,308)             (55,637)        (117,244)
  Other income                                             27,389            13,413               23,222            6,604
                                                   ----------------- -----------------    ---------------- -----------------
                                                          (93,558)         (246,895)             (32,415)        (110,640)
                                                   ----------------- -----------------    ---------------- -----------------

Net Income                                                131,850           357,459              113,397           51,027

Accumulated deficit at beginning of period             (8,632,417)       (8,824,570)          (8,613,964)      (8,518,138)
                                                   ----------------- -----------------    ---------------- -----------------
Accumulated deficit at end of period                 $ (8,500,567)      $(8,467,111)        $ (8,500,567)    $ (8,467,111)
                                                   ================= =================    ================ =================

Earnings per share:
  Basic
     Net income                                             $0.06             $0.15                $0.05            $0.02

  Diluted
     Net income                                             $0.05             $0.15                $0.05            $0.02

Weighted average number of shares
  outstanding - basic                                   2,334,240         2,376,299            2,338,194        2,376,299
Potential common stock                                    143,918            73,728              131,917           68,010
                                                   ================= =================    ================ =================
Weighted average number of shares outstanding -
  diluted                                               2,478,158         2,450,027            2,470,111        2,444,309
                                                   ================= =================    ================ =================

</TABLE>





The accompanying notes are an integral part of these financial statements.

                                       -2-


<PAGE>


                           LEVCOR INTERNATIONAL, INC.

                             STATEMENT OF CASH FLOWS

                        FOR THE SIX MONTHS ENDED JUNE 30,
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                     2002                    2001
                                                                              -------------------     -------------------
<S>                                                                           <C>                     <C>
Cash  flows from Operating Activities

  Net Income                                                                       $    131,850            $    357,459
  Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Depreciation and amortization                                                     14,143                  14,851
       Provision for doubtful accounts                                                   31,474                   1,429
       Services paid in common stock                                                      5,238                    -
       Changes in operating assets and liabilities:
          Accounts receivable                                                          (173,593)               (478,629)
          Due from / to factor                                                       (1,981,955)                743,792
          Inventories                                                                   593,560                 208,356
          Prepaid expenses and other current assets                                     (41,064)                 71,016
          Accrued interest on loan payable - officer/stockholder                         20,591                  21,423
          Accounts payable and accrued expenses                                          94,026                (619,585)
          Deferred income                                                               (33,267)                   -
                                                                              -------------------     -------------------
           Net cash provided by (used in) operating activities                       (1,338,997)                320,112
                                                                              -------------------     -------------------

Cash flows from investing activities:
  Proceeds from sale of assets held for sale                                             15,000                  20,650
  Purchases of property and equipment                                                      -                     (8,815)
                                                                              -------------------     -------------------
           Net cash provided by investing activities                                     15,000                  11,835
                                                                              -------------------     -------------------

Cash flows from financing activities:
  Payment of long-term debt                                                          (1,680,999)               (336,120)
  Proceeds from long-term debt                                                        3,000,000                    -
  Proceeds from exercise of stock options                                                10,742                    -
                                                                              -------------------     -------------------
           Net cash provided by (used in) financing activities                        1,329,743                (336,120)
                                                                              -------------------     -------------------

Net increase (decrease) in cash                                                           5,746                  (4,173)

Cash at beginning of period                                                               2,685                   7,406
                                                                              ===================     ===================
Cash at end of period                                                              $      8,431            $      3,233
                                                                              ===================     ===================

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                         $     86,067            $    278,097
                                                                              ===================     ===================

</TABLE>









The accompanying notes are an integral part of these financial statements.

                                       -3-


<PAGE>



                           LEVCOR INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)


         NOTE A  -  BASIS OF PRESENTATION, NATURE OF OPERATIONS AND LIQUIDITY

         The accompanying unaudited condensed financial statements of Levcor
         International, Inc. (the "Company") have been prepared in accordance
         with generally accepted accounting principles for interim financial
         information and with the instructions to Form 10-QSB. Accordingly, they
         do not include all the information and footnotes required by generally
         accepted accounting principles for complete financial statements. In
         the opinion of management, all adjustments, consisting of normal
         recurring accruals, necessary for a fair presentation have been
         included. Operating results for the six and three months ended June 30,
         2002 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 2002. These statements should be read
         in conjunction with the financial statements and related notes included
         in the Company's annual report on Form 10-KSB for the year ended
         December 31, 2001.

         In 1995, the Company acquired a woven fabric converting business that
         converts cotton, synthetic and synthetic cotton-blend fabrics for sale
         to domestic apparel manufacturers. This acquisition formed the basis of
         the Company's current business. In 1999, the Company purchased a knit
         fabric and processing business that produces knit fabrics used in the
         production of apparel. During the fourth quarter of 2000, the Company
         started a new woven division selling to the dress market. As a result
         of the current soft retailing climate for dresses, the woven division
         has not produced management's anticipated results and therefore was
         scaled back significantly during the first quarter of 2002. All
         production for this division was done at outside contractors and
         therefore the Company had no investment in fixed assets to run this
         business.

         The Company sustained substantial losses in prior years that have
         adversely affected the Company's liquidity. On May 2, 2002 the Company
         borrowed $3,000,000 from JPMorgan Chase Bank pursuant to a promissory
         note due May 3, 2004. The note bears interest at a fixed rate per annum
         equal to the Adjusted LIBO Rate applicable to such note plus .75% (a
         "Eurodollar Loan"). The interest on the note at May 3, 2002 was
         2.90625%. In addition, an officer/stockholder of the Company has
         provided certain additional collateral guaranteeing the note. The
         proceeds of the note were used to payoff the outstanding balance of
         $1,375,557 of its term note with the CIT Group and pay down the
         Company's advance position of $1,160,000 with the CIT Group. The
         remainder was used for working capital requirements. At June 30, 2002,
         the Company had working capital of approximately $1,483,000. The
         officer/stockholder has agreed to continue to personally support the
         Company's cash requirements to enable the Company to meet its current
         obligations through January 2, 2004 and to fund future operations.

         The Company has successfully implemented several actions to reduce
         losses and improve cash flow. Although there can be no assurance that
         these measures will continue to be successful, the Company believes
         that future operations and support from the officer/stockholder will
         provide sufficient liquidity to fund current operations.




                                  (Continued)


                                      -4-

<PAGE>


                           LEVCOR INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (CONTINUED)
                                  JUNE 30, 2002
                                   (UNAUDITED)


         NOTE B - INVENTORIES

         Inventories consist of the following at June 30, 2002:

                   Raw Materials                  $    868,388
                   Work-in process                     430,312
                   Finished goods                      319,243
                                            -------------------------
                   Inventory                      $  1,617,943
                                            -------------------------


         NOTE C - EARNINGS PER SHARE

         The computation of basic net income per share of common stock is based
         upon the weighted average number of common shares outstanding during
         the period. Diluted net income per share is calculated similarly to
         basic net income per share except that the weighted average of shares
         outstanding is increased to reflect additional shares from the assumed
         exercise of stock options, if dilutive. For the six and three months
         ended June 30, 2002, there were 143,918 and 131,917 stock options
         outstanding, respectively, and included in the fully diluted earnings
         per share calculations for the respective periods.


         NOTE D - RECENT ACCOUNTING PRONOUNCEMENTS

         In the third quarter of 2001, the Financial Accounting Standards Board
         issued Statement of Financial Accounting Standards (SFAS) No. 144,
         "Accounting for the Impairment or Disposal of Long-Lived Assets." This
         Statement addresses the conditions under which an impairment charge
         should be recorded related to long-lived assets to be held and used,
         except for goodwill, and those to be disposed of by sale or otherwise.
         The provisions of this Statement are effective on January 1, 2002.
         Pursuant to the transition provisions of this Statement, assets held
         for sale are accounted for under the provisions of prior
         pronouncements.


         NOTE E - RECLASSIFICATIONS

         Certain amounts in 2001 have been reclassified to conform to the
         presentation used in 2002.





                                  (Continued)

                                      -5-


<PAGE>



         NOTE F - PROPOSED MERGER WITH CARLYLE INDUSTRIES, INC.

         On May 28, 2002, Levcor International Inc. announced they have executed
         a definitive merger agreement with Carlyle Industries, Inc. The merger
         agreement provides for the merger of Carlyle with and into Levcor, and
         the issuance of one share of Levcor common stock in exchange for each
         five shares of common stock of Carlyle, and the issuance of one share
         of a new class of Levcor preferred stock, designated as Series A
         preferred stock, in exchange for each share of Series B preferred stock
         of Carlyle. The transaction is subject to the approval of Levcor's and
         Carlyle's stockholders and other customary conditions, including
         approval from the Securities and Exchange Commission, and is expected
         to close in the fourth quarter of 2002.















                                      -6-

<PAGE>


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


         RESULTS OF OPERATIONS:


         SIX MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE SIX MONTHS ENDED
         JUNE 30, 2001.

         Sales for the six months ended June 30, 2002 were approximately
         $7,094,000, a decrease of approximately $5,771,000 or 44.9% from
         approximately $12,865,000 for the same period in 2001. The decrease
         primarily results from a decline in sales by the woven division. As a
         result of the woven division not producing management's anticipated
         results during the year 2001, the operations of this division were
         scaled back significantly in the first quarter of 2002. The cost of
         sales for the six months ended June 30, 2002 decreased approximately
         $5,040,000 or 47.9%, from approximately $10,527,000 in 2001 to
         approximately $5,487,000 in 2002. The decrease resulted from the
         reduced sales in 2002 as compared with the prior year. The gross profit
         on sales for the six months ended June 30, 2002 was approximately
         $1,607,000, a decrease of approximately $732,000 or 31.3% from
         approximately $2,339,000 in 2001. The decrease in gross profit dollars
         results from the reduced sales in the 2002 period as compared to the
         prior year period. The gross profit percentage was 22.7% for the six
         months ended June 30, 2002 as compared to 18.2% for the same period of
         2001. The gross profit percentage increase resulted from the Company
         concentrating its business in programs with higher overall profit
         margins. The Company's total selling, general and administrative
         expenses for the six months ended June 30, 2002 were approximately
         $1,382,000 a decrease of approximately $352,000 or 20.3% from
         approximately $1,734,000 in the same period in 2001. The decrease was
         due primarily to the cost savings generated by the Company
         significantly scaling back the woven division, reduced factor fees as
         sales were substantially less than last year and other cost cutting
         measures taken by the Company in 2002. During the six months ended June
         30, 2002, the Company had a decrease of interest expense of
         approximately $139,000 from approximately $260,000 in 2001 to
         approximately $121,000 in 2002, resulting from reduced borrowings and
         lower interest rates. In addition, the Company replaced its old term
         note with a new term loan on May 2, 2002 at a lower interest rate.
         Other income increased approximately $14,000 to approximately $27,000
         in 2002 from $13,000 in 2001.

         As a result of the foregoing, the Company reflected net income of
         approximately $131,000 in the six months ended June 30, 2002 compared
         to net income of approximately $357,000 for the same period of 2001.










                                      -7-

<PAGE>


         THREE MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE THREE MONTHS ENDED
         JUNE 30, 2001.

         Sales for the three months ended June 30, 2002 were approximately
         $3,490,000, a decrease of approximately $1,612,000 or 31.8% from
         approximately $5,102,000 for the same period in 2001. The decrease
         primarily results from a decline in sales by the woven division. As a
         result of the woven division not producing management's anticipated
         results during the year 2001, the operations of this division were
         scaled back significantly in the first quarter of 2002. The cost of
         sales for the three months ended June 30, 2002 decreased approximately
         $1,458,000 or 35.5%, from approximately $4,109,000 in 2001 to
         approximately $2,651,000 in 2002. The decrease resulted from the
         reduced sales in 2002 as compared with the prior year. The gross profit
         on sales for the three months ended June 30, 2002 was approximately
         $840,000, a decrease of approximately $153,000 or 15.4% from
         approximately $993,000 in 2001. The decrease in gross profit dollars
         results from the reduced sales in the 2002 period as compared to the
         prior year period. The gross profit percentage was 24.1% for the three
         months ended June 30, 2002 as compared to 19.5% for the same period of
         2001. The gross profit percentage increase resulted from the Company
         concentrating its business in programs with higher overall profit
         margins. The Company's total selling, general and administrative
         expenses for the three months ended June 30, 2002 were approximately
         $694,000 a decrease of approximately $137,000 or 16.5% from
         approximately $831,000 in the same period in 2001. The decrease was due
         primarily to the cost savings generated by the Company significantly
         scaling back the woven division, reduced factor fees as sales were
         substantially less than last year and other cost cutting measures taken
         by the Company in 2002. During the three months ended June 30, 2002,
         the Company had a decrease of interest expense of approximately $61,000
         from approximately $117,000 in 2001 to approximately $56,000 in 2002,
         resulting from reduced borrowings and lower interest rates. In
         addition, the Company replaced its old term note with a new term loan
         on May 2, 2002 at a lower interest rate. Other income increased
         approximately $16,000 from approximately $7,000 in 2001 to
         approximately $23,000 in 2002.

         As a result of the foregoing, the Company reflected net income of
         approximately $113,000 in the three months ended June 30, 2002 compared
         to net income of approximately $51,000 for the same period of 2001.


         LIQUIDITY AND CAPITAL RESOURCES

         Under the Company's factoring agreement with CIT Group, the factor
         purchases the Company's trade accounts receivable and assumes
         substantially all credit risks with respect to such accounts. The
         amounts due to the Company from the factor earn no interest. The
         agreement allows the Company to obtain advances from the factor that
         bear interest at 1/2% above the bank's prime rate. The Company has
         pledged its accounts receivable and property and equipment as
         collateral under the agreement. The amount available for borrowing
         under the factoring agreement is the difference between eligible
         receivables less funds in use and outstanding letters of credit.


                                      -8-

<PAGE>


         On December 15, 2000, the Company refinanced $1,500,000 of the factor
         loan into a term note with the CIT Group. The Company and Robert A.
         Levinson have provided substantially the same collateral that is
         provided under the factor loan as collateral for the term note. The
         term note is payable in 35 equal consecutive monthly installments of
         $8,696 beginning on February 1, 2001, with a final installment of
         $1,195,652 due on January 1, 2004. In addition, the term note contains
         covenants that include a limitation on the amount of capital
         expenditures and certain procedural covenants.

         On May 2, 2002 the Company borrowed $3,000,000 from JPMorgan Chase Bank
         pursuant to a promissory note due May 3, 2004. The note bears interest
         at a fixed rate per annum equal to the Adjusted LIBO Rate applicable to
         such note plus .75% (a "Eurodollar Loan"). The interest on the note at
         May 3, 2002 was 2.90625%. In addition, Robert A. Levinson a
         stockholder, officer and director of the Company has provided certain
         additional collateral guaranteeing the note. The proceeds of the note
         were used to payoff the outstanding balance of $1,375,557 of its term
         note with the CIT Group and pay down the Company's advance position of
         $1,160,000 with the CIT Group. The remainder was used for working
         capital requirements.

         If necessary, Mr. Levinson has agreed to personally support the
         Company's cash requirements to enable it to fulfill its obligations
         through January 2, 2004. The amount owed by the Company to Mr. Levinson
         as of June 30, 2002 under loans he has made to the Company is $500,000
         and is a demand obligation that Mr. Levinson has promised not to demand
         until at least January 2, 2004. On June 5, 2002 the Levcor board of
         directors determined that in light of the fact that the financing
         arrangement with CIT was paid off in May of 2002, Levcor currently has
         sufficient funds available, and Levcor's other sources of financing are
         at lower rates, it was in Levcor's best interest to prepay a portion of
         the outstanding principal amount owed to Mr. Levinson in order to save
         interest expenses. On June 5, 2002, Levcor prepaid $220,000 of the
         outstanding principal amount owed to Mr. Levinson. Also, the accrued
         interest on this obligation of $269,671 has been classified as a
         long-term obligation because Mr. Levinson has promised not to demand
         payment until at least January 2, 2004.

         The Company believes that cash generated from the Company's sale of
         fabrics, the advances under the CIT Group factoring agreement, the
         proceeds from its term note with JPMorgan Chase and loans from Mr.
         Levinson (if needed) will be sufficient to fund the Company's
         operations for 2002. The Company's unrestricted cash at June 30, 2002
         was approximately $8,000 and was approximately, $3,000 at December 31,
         2001.

         The merger with Carlyle, if completed, will not impact the Company's
         liquidity since Carlyle is self funding and no new debt is being
         incurred in the acquisition.


         SEASONALITY

         The business of the Company is seasonal and we typically realize higher
         revenues and operating income in the second and fourth calendar
         quarters. Such seasonality takes into account the standard lead-time
         required by the fashion industry to manufacture apparel, which
         corresponds to the respective retail selling seasons. Standard
         lead-time is the period of time commencing with when the Company
         receives an order from a customer and ending with when the Company
         ships the order to the customer.





                                      -9-

<PAGE>


         IMPACT OF INFLATION

         The Company's results are affected by the impact of inflation on
         operating costs. Historically, the Company has used selling price
         adjustments, cost containment programs and improved operating
         efficiencies to offset the otherwise negative impact of inflation on
         its operations.

         This Quarterly Report on Form 10-QSB (the "Quarterly Report") contains
         statements which constitute forward-looking statements within the
         meaning of Section 21E of the Securities Exchange Act of 1934. Those
         statements appear in a number of places in this Quarterly Report and
         include statements regarding the intent, belief or current
         expectations of the Company, its directors or its officers with
         respect to, among other things: (i) the Company's financing plans;
         (ii) trends affecting the Company's financial condition or results of
         operations; (iii) the Company's growth strategy and operating
         strategy; (iv) customer concentration and the increasing consolidation
         of the Company's customer base; and (v) negotiations with its lenders.
         Stockholders are cautioned that any such forward-looking statements
         are not guarantees of future performance and involve risk and
         uncertainties including the risks referred to above and identified in
         the Company's 10-KSB for the year ended December 31, 2001, and that
         actual results may differ materially from those projected in the
         forward-looking statements as a result of various factors.


                                    PART II.

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)   Exhibits  filed with this report:

               Exhibit No.          Description
               -----------          -----------
               99.1                 Certificate Pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002.

         (b)   Reports on Form 8-K were filed during the quarter ended
               June 30, 2002.

               We filed a Form 8-K on May 30, 2002, announcing that the
         Company and Carlyle Industries, Inc. have executed a definitive merger
         agreement.



                                      -10-

<PAGE>



                                   SIGNATURES
                                   ----------


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


                                           LEVCOR INTERNATIONAL, INC.

Date  August 14, 2002                      /s/ Robert A. Levinson
      ---------------------                ----------------------------------
                                           Robert A. Levinson
                                           Chairman of the Board,
                                           President, Secretary and Principal
                                           Financial Officer








                                      -11-


<PAGE>




                                  EXHIBIT INDEX



            Exhibit Number          Description
            --------------          -----------
            99.1                    Certification Pursuant to Section 906 of
                                    the Sarbanes-Oxley Act of 2002













                                      -12-