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 6/30/00

|_|   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)

--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal year,
                         if Changed Since Last Report)

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

Yes |X|          No |_|

As of August 11, 2000, 2,371,299 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

                                                                            Page

Part I. FINANCIAL INFORMATION .............................................    1

      Item 1. Financial Statements
              Balance Sheet as of June 30, 2000 (Unaudited) ...............    1

              Statements of Operations and Accumulated Deficit for the
              Six Months Ended June 30, 2000 and
              June 30, 1999 (Unaudited) ...................................    2

              Statements of Income and Accumulated Deficit for the
              Three Months Ended June 30, 2000 and
              June 30, 1999 (Unaudited) ...................................    3

              Statements of Cash Flows for the
              Six Months Ended June 30, 2000 and
              June 30, 1999 (Unaudited) ...................................    4

              Notes to Financial Statements (Unaudited) ...................    5

      Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations ...............    6

Part II. OTHER INFORMATION ................................................    9

      Item 6. Exhibits and Reports on Form 8-K ............................    9

Signatures ................................................................   10

Exhibit 27 ................................................................   11

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           Levcor International, Inc.

                                  BALANCE SHEET

                                  June 30, 2000

                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
   Cash                                                             $    21,582
   Accounts receivable                                                   21,538
   Inventories                                                        2,748,235
   Prepaid expenses and other current assets                             36,599
                                                                    -----------
      Total current assets                                            2,827,954

PLANT AND EQUIPMENT, net of accumulated depreciation of $14,428          50,203

ASSETS HELD FOR SALE                                                    325,200

INTANGIBLE ASSETS, net of accumulated amortization of $12,249            39,209
                                                                    -----------
TOTAL ASSETS                                                        $ 3,242,566
                                                                    ===========

        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $ 3,584,765
   Current maturities of long-term debt                                 500,000
                                                                    -----------
      Total current liabilities                                       4,084,765

LONG TERM DEBT, less current maturities                                 400,000

DUE TO OFFICER/STOCKHOLDER                                              720,000

STOCKHOLDERS' EQUITY (DEFICIENCY)
      Common stock - par value $.56 per share; authorized
          15,000,000 shares, outstanding 2,371,299 shares             1,327,927

      Capital in excess of par value                                  5,254,658

      Accumulated deficit                                            (8,470,722)

       Treasury stock                                                   (74,062)
                                                                    -----------
 Total stockholders' (deficiency)                                    (1,962,199)
                                                                    -----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY                        $ 3,242,566
                                                                    ===========

The accompanying notes are an integral part of these statements.


                                       1
<PAGE>

                            Levcor International, Inc

                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

                        For the Six Months Ended June 30,

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        2000            1999
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Net sales                                                            $ 8,298,143    $ 6,720,908
Cost of goods sold                                                     6,769,782      5,645,397
                                                                     -----------    -----------

      Gross profit                                                     1,528,361      1,075,511

Operating expenses
   Selling expenses
     Salaries, benefits and payroll taxes                                730,844        405,622
     Sales commissions                                                    53,692         19,531
     Product development expenses                                        102,909         96,986
     Miscellaneous                                                       159,668         78,181
                                                                     -----------    -----------
            Total selling expenses                                     1,047,113        600,320

   General and administrative expenses
     Salaries, benefits and payroll taxes                                148,053         77,737
     Accounting and administrative fees                                   39,322         28,041
     Audit fees                                                           17,502         14,165
     Directors' fees                                                       2,500          2,500
     Factor's fees                                                        54,678         47,225
     Insurance                                                             9,692          6,473
     Interest                                                            191,100        119,307
     Legal fees                                                           26,809         15,000
     Rent                                                                 71,356          1,254
     Transfer agent fees                                                   2,116          2,100
     Other business taxes                                                  6,844          3,287
     Miscellaneous                                                        41,029          9,493
                                                                     -----------    -----------
            Total general and administrative expenses                    611,001        326,582
                                                                     -----------    -----------
            Total operating expenses                                   1,658,114        926,902
                                                                     -----------    -----------

(Loss)/income from continuing operations before other income            (129,753)       148,609

      Other income                                                        51,505             --

(Loss)/income from continuing operations                                 (78,248)       148,609

      (Loss)/income from discontinued operations                            (353)         5,585
                                                                     -----------    -----------

NET (LOSS)/INCOME                                                        (78,601)   $   154,194
                                                                     ===========    ===========

Accumulated deficit at beginning of period                            (8,392,121)   $(7,911,091)
                                                                     -----------    -----------
Accumulated deficit at end of period                                 $(8,470,722)   $(7,756,897)
                                                                     -----------    -----------

   Basic and diluted (loss)/income per share

       Continuing operations (loss)/income per share                       (0.03)          0.09

       Discontinued operations (loss)/income per share                     (0.00)          0.09

       Total (loss)/income per share                                       (0.03)          0.09

       Weighted average shares outstanding (loss)/income per share   $     (0.03)   $      0.09

Weighted average shares outstanding                                    2,370,178      1,765,966
</TABLE>

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


                                       2
<PAGE>

                            Levcor International, Inc

                  STATEMENTS OF INCOME AND ACCUMULATED DEFICIT

                       For the Three Months Ended June 30,

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 2000            1999
                                                              -----------    -----------
<S>                                                           <C>            <C>
Net sales                                                     $ 4,467,704    $ 3,574,350
Cost of goods sold                                              3,562,338      3,097,102
                                                              -----------    -----------

      Gross profit                                                905,366        477,248
                                                              -----------    -----------

Operating expenses
   Selling expenses
     Salaries, benefits and payroll taxes                         223,681        202,192
     Sales commissions                                             28,559          8,566
     Product development expenses                                  43,444         52,476
     Miscellaneous                                                 65,685         53,722
                                                              -----------    -----------

            Total selling expenses                                361,369        316,956

   General and administrative expenses
     Salaries, benefits and payroll taxes                          89,701         38,409
     Accounting and administrative fees                            21,588            270
     Audit fees                                                     8,751          9,915
     Directors' fees                                                1,250          1,250
     Factor's fees                                                 30,131         26,705
     Insurance                                                    (24,754)         3,236
     Interest                                                      99,786         43,021
     Legal fees                                                    17,709          7,500
     Rent                                                          42,867            627
     Transfer agent fees                                            1,050          1,050
     Other business taxes                                           1,928            177
     Miscellaneous                                                 18,893          5,679
                                                              -----------    -----------

            Total general and administrative expenses             308,900        137,839
                                                              -----------    -----------

            Total operating expenses                              670,269        454,795
                                                              -----------    -----------

Income from continuing operations before other expenses           235,097         22,453

      Other expenses                                              (18,739)            --

Income from continuing operations                                 216,358         22,453

      Income from discontinued operations                           4,950          3,357
                                                              -----------    -----------

NET INCOME                                                        221,308         25,810
                                                              ===========    ===========

Accumulated deficit at beginning of period                    $(8,692,030)   $(7,782,707)
                                                              -----------    -----------
Accumulated deficit at end of period                          $(8,470,722)   $(7,756,847)
                                                              -----------    -----------

   Basic and diluted income per share

       Continuing operations income per share                        0.09           0.01

       Discontinued operations income per share                      0.00           0.00

       Total income per share                                        0.09           0.01

       Weighted average shares outstanding income per share   $      0.09    $      0.01

Weighted average shares outstanding                             2,371,299      1,766,799
</TABLE>

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


                                       3
<PAGE>

                           Levcor International, Inc.

                            STATEMENTS OF CASH FLOWS

                     For the Six Months Ended June 30, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              2000        1999
                                                                           ---------    ---------
<S>                                                                        <C>          <C>
Cash flows from operating activities
     Net (loss) income                                                     $ (78,601)   $ 154,194
     Adjustments to reconcile net (loss) income to net
      cash provided by operating activities
         Depletion, depreciation and amortization                             12,148        5,016
         Write-down of oil and gas properties                                  4,223           --
         Services paid in common stock                                        18,000        5,000
         Loss on sale of assets held for resale                               37,450           --
         Loss on sale of discontinued operations                                 353           --
         Gain on sale of fixed assets                                        (99,194)          --
         Sale of assets from discontinued operations charged to salaries      33,138           --

     Changes in operating assets and liabilities
             Accounts receivable                                              37,699     (100,908)
             Due from factor                                                      --       48,411
             Inventories                                                    (425,247)       2,194
             Prepaid expenses and other current assets                        25,915      (21,284)
             Accounts payable and accrued expenses                           440,673      137,686
                                                                           ---------    ---------

         Net cash provided by operating activities                           526,953      230,309
                                                                           ---------    ---------

Cash flows from investing activities
     Purchases of property and equipment and intangible assets               (50,110)      (1,869)
     Sale of oil and gas properties                                                         3,800
     Proceeds from sale of fixed assets                                       44,194           --
     Proceeds from sale of assets held for sale                               41,245           --
                                                                           ---------    ---------
         Net cash (used in) provided by investing activities                 (35,329)       1,931
                                                                           ---------    ---------

Cash flows from financing activities
     Repayment of long-term debt                                            (543,745)    (282,800)
                                                                           ---------    ---------

         Net cash used in financing activities                              (543,745)    (282,800)
                                                                           ---------    ---------

            NET INCREASE (DECREASE) IN CASH                                   18,537      (50,560)

     Cash  at beginning of period                                              3,045       60,318
                                                                           ---------    ---------

     Cash  at end of period                                                $  21,582    $   9,758
                                                                           =========    =========

     Supplemental disclosures of cash flow information:
         Cash paid during the period for Interest                          $ 182,900    $ 119,307
</TABLE>

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


                                       4
<PAGE>

                           Levcor International, Inc.

                     CONDENSED NOTES TO FINANCIAL STATEMENTS

                         Six Months Ended June 30, 2000

                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

      The accompanying unaudited condensed financial statements of Levcor
      International, Inc. (the "Company") have been prepared in accordance with
      the 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 three and six month periods ended June 30, 2000 are not
      necessarily indicative of the results that may be expected for the year
      ending December 31, 2000. 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, 1999.

NOTE 2. AMENDMENT TO ASSET PURCHASE AGREEMENT

      On September 2, 1999, the Company entered into an Asset Purchase
      Agreement, dated September 2, 1999 (the "Purchase Agreement"), with Andrex
      Industries Corp. ("Andrex"), pursuant to which the Company purchased (1)
      Andrex's inventory; (2) Andrex's machinery and equipment; (3) Andrex's
      furniture, fixtures and supplies located at 1071 Avenue of the Americas,
      New York, New York 10018; (4) Andrex's sales orders; and (5) Andrex's
      trade name "Andrex Knits". The purchase price comprised: (1) cash in the
      amount of $660,000; (2) a promissory note ("Promissory Note 1") in the
      principal amount of $282,450; and (3) a promissory note ("Promissory Note
      2") in the principal amount equal to the book value at September 2, 1999
      of the inventory purchased by the Company, the valuation of which was
      initially agreed to be $1,214,750. The Promissory Notes both bear interest
      at 6% per annum and are due on April 1, 2001.

      The Company funded the $660,000 cash payment with a promissory note due to
      CIT Group bearing interest payable at 8.5%, principal being repayable with
      proceeds from the sale of the machinery and equipment purchased by the
      Company. At June 30, 2000 the Company had repaid the principal due to CIT
      Group. Promissory Note 1 was to be repaid with the sale proceeds of the
      machinery and equipment once the CIT Group promissory note was repaid.
      Promissory Note 2, pursuant to the Purchase Agreement's Post-Closing
      Adjustment, was reduced to a balance of $948,036 at December 31, 1999 and
      is to be paid down with proceeds from the sale of the inventory purchased
      by the Company, with interest accrued on outstanding balances.

      An agreement between the Company and Andrex dated July 15, 2000, effective
      as of April 1, 2000 amended the Asset Purchase Agreement dated September
      2, 1999, to the effect that Promissory Note 1 was deemed to be satisfied
      in full and Promissory Note 2 which had not been issued by the Company,
      pending resolution of matters in dispute between the parties, was now
      considered cancelled. In place thereof, the Company agreed to pay Andrex
      an amount equal to $900,000, payable in 18 equal monthly installments
      commencing August 1,


                                       5
<PAGE>

      2000, together with accrued interest at the rate of 6 1/2% per annum from
      April 1, 2000 payable on each principal payment date. In addition to
      satisfying both promissory notes, this agreement discharged the Company
      from any and all other obligations pursuant to the Asset Purchase
      Agreement, with effect from April 1, 2000.

      In conjunction with this amendment the Company has reversed in the second
      quarter of 2000 approximately $194,000 of charges recorded during the
      first quarter of 2000 relating to various operating expenses of Andrex
      payable by the Company as part of the original acquisition agreement.
      These charges consisted of approximately $164,000 for salaries and
      benefits and $30,000 for insurance costs.

NOTE 3. DISCONTINUED OPERATIONS

      Since 1995, the Company's primary operating segment has been its textile
      converting business. Due to potentially significant insurance cost
      increases relating to the oil & gas segment coupled with the retirement of
      Treasurer of the Company, management decided to transfer the remaining oil
      well to the Treasurer. The transfer has resulted in a charge to operations
      of $33,138 for the three and six months ended June 30, 2000.

      The operating results of the discontinued operations are as follows:

                          For the three months ended   For the six months ended
                                   June 30,                    June 30,
                               1999        2000           1999          2000
                               ----        ----           ----          ----

      Revenues              $ 10,422     $  6,849       $ 15,805      $ 12,647

      Net income (loss)     $  4,950     $  3,357       $   (353)     $  5,585

NOTE 4. RECLASSIFICATIONS

      Certain 1999 amounts have been reclassified to conform to the presentation
      used in 2000.


                                       6
<PAGE>

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

Results of Operations:

      Six months ended June 30, 2000 as compared to six months ended June 30,
1999.

      The Company's sales for the Fabric Divisions for the six months ended June
30, 2000 were $8,298,143, an increase of $1,577,235 or 23% from $6,720,908 for
the same period in 1999. The cost of goods sold of the Fabric Divisions in the
first half of 2000 increased 20%, from $5,645,397 in 1999 to $6,769,782 in 2000.
The gross profit for the Fabric Divisions for the first six months of 2000 was
$1,528,361, an increase of $452,850 or 42% from $1,075,511 in 1999. Most of the
increases are attributed to the improved efficiencies derived from the Andrex
Knit Division, which commenced upon acquisition effective July 1, 1999. During
the six months ended June 30, 2000, the Company had other income of $51,505,
which consisted primarily of gains on the sale of assets for which no such
income was recorded in the same 1999 period.

      The Company's total expenses from continuing operations for the six months
ended June 30, 2000 were $1,658,114, an increase of $731,212 or 79% from
$926,902 in the same period in 1999. Such increase was due to the combined
increases of (i) selling expenses of the Fabric Divisions of $446,793, or 74%,
compared to the first half of 1999; and (ii) an increase in general
administrative expenses of $284,419, or 87%; both such increases were
predominately due to increases in salaries, benefits and payroll taxes and
related expenses associated with the acquisition which created the Andrex Knits
Division. As a result of the foregoing, the Company reflected a net loss from
continuing operations of $78,248 in the six months ended June 30, 2000 compared
to net income from continuing operations of $148,609 in the same period in 1999.

      Effective June 30, 2000, the Company discontinued operation of the Oil and
Gas segment by transferring to the Treasurer of the Company the remaining
interest in the oil and gas well. The amount was $33,138 and was charged to
operations as salary. Revenues from discontinued operations for the six months
ended June 30, 2000 were $15,805 as compared to $12,647 for the comparable
period in 1999. The net (loss)/income from discontinued operations for the six
months ended June 30, 2000 and 1999 was $(353) and $5,585, respectively.

      Three months ended June 30, 2000 as compared to three months ended June
30, 1999.

      The Company's sales for the Fabric Divisions for the three months ended
June 30, 2000 were $4,467,704, an increase of $893,354, or 25% from $3,574,350
for the same period in 1999. The cost of goods sold of the Fabric Divisions in
the second quarter of 2000 increased 15% from $3,097,102 in 1999 to $3,562,338
in 2000. The gross profit for the Fabric Divisions for the second three months
of 2000 was $905,366, an increase of $428,118 or 90% from $477,248 in 1999. Most
of the increases are attributed to the improved efficiencies derived from the
Andrex Knit Division, which commenced upon acquisition effective July 1, 1999.
During the three months ended June 30, 2000, the Company had other expenses of
$18,739, which consisted of losses on the sale of assets for which there was no
such loss recorded in the same 1999 period.

      The Company's total operating expenses for the three months ended June 30,
2000 were $670,269, an increase of $215,474, or 47% from $454,795 in the same
period in 1999. Such increase was due to the effect of: (i) an increase in
selling expenses of the Fabric Divisions of $44,413, or 14%, compared to the
1999 second quarter; (ii) an increase in general and administrative expenses on
$171,061, or 124%. Also, operating expenses were reduced by $193,877 in the
second quarter for costs recorded in first quarter of 2000 as a result of the
Amendment to the Asset Purchase Agreement with Andrex. The


                                       7
<PAGE>

net increase in expenses of the quarter ended June 30, 2000 was predominately
due to increases in salaries, benefits and payroll taxes and related expenses
associated with the acquisition, which created the Andrex Knits Division. As a
result of the foregoing, the Company reflected net income from continuing
operations of $216,538 in the three months ended June 30, 2000 compared to net
income from continuing operations of $22,453 in the same period in 1999.

      Effective June 30, 2000, the Company discontinued operation of the Oil and
Gas segment by transferring to the Treasurer of the Company the remaining
interest in the oil and gas well. The amount was approximately $33,138 and was
charged to operations as salary. Revenues from discontinued operations for the
six months ended June 30, 2000 were $10,422 as compared to $6,849 for the
comparable period in 1999. The net income from discontinued operations for the
six months ended June 30, 2000 and 1999 was $4,950 and $3,357, respectively.

Liquidity and Capital Resources

      The Company entered into a Factoring Agreement with the CIT
Group/Commercial Services, Inc. ("CIT Group") on September 17, 1998 (the "CIT
Group Factoring Agreement"). Pursuant to the terms of the CIT Group Factoring
Agreement, the Company, among other things (i) assigned to CIT Group its
interest in all accounts receivable arising from the sale of inventory or
rendition of services, (the "Accounts"), including those under any trade names,
through any divisions and through any selling agent, and pays CIT Group a
factoring fee of 0.6% of the gross face amount of the Accounts, with a minimum
commission of $3 per invoice and $48,000 per annum, an additional 1/4 of 1% of
the gross face amount of each Account for each 30-day period or part thereof by
which the longest terms of sale applicable to such Account exceed 90 days, and
an additional 1% of the gross face amount of all Accounts arising from sales to
customers located outside the United States; and, (ii) may request advances,
which advances shall be made at the CIT Group's sole discretion, on the net
purchase price of the Accounts, and pays interest on such advances at the rate
of 0.5% above The Chase Manhattan Bank's prime rate for the term thereof. The
CIT Group Factoring Agreement remains effective until termination by either
party. CIT Group may terminate the CIT Group Factoring Agreement at any time,
upon 60 days' prior written notice or immediately without prior written notice,
upon the occurrence of an Event of Default (as such term is defined in the CIT
Group Factoring Agreement). The Company may terminate the CIT Group Factoring
Agreement on any September 30th, upon 60 days' prior written notice.

      In connection with the purchase in 1996 of woven fabric inventory from
Andrex, the Company issued a promissory note to Andrex, which bore interest at
the rate of 6% per annum, pursuant to which the Company, commencing on May 1,
1996 and continuing through May 1, 2000, was required to make five annual
payments of $282,800 to Andrex. In order to meet the $282,800 payments that were
due on May 1, 1996, May 1, 1997 and May 1, 1998. Robert A. Levinson, the Chief
Executive Officer of the Company, made loans to the Company on such dates of
$370,000, $300,000 and $50,000, respectively, which loans bear interest at a
rate of 6% per annum. On May 1, 1999, the Company from its own resources, made
the required payment of $282,800; and on July 1, 1999, the Company prepaid the
final installment of $282,800 due May 1, 2000, utilizing a portion of an
additional loan given by Mr. Levinson on July 1, 1999 of $500,000.

      On July 26, 1999, Mr. Levinson and the Company entered into an agreement
whereby Mr. Levinson agreed to accept 400,000 shares of the Common Stock of the
Company, in full and final satisfaction of the loan made to the Company on July
1, 1999 in the principal amount of $500,000.


                                       8
<PAGE>

      Mr. Levinson has agreed, if necessary, to personally support the Company's
cash requirements to enable it to fulfill its obligations through July 1, 2001.

      On September 2, 1999, the Company entered into an Asset Purchase
Agreement, dated September 2, 1999 (the "Purchase Agreement"), with Andrex,
pursuant to which the Company purchased (1) Andrex's inventory; (2) Andrex's
machinery and equipment; (3) Andrex's furniture, fixtures and supplies located
at 1071 Avenue of the Americas, New York, New York 10018; (4) Andrex's sales
orders; and (5) Andrex's trade name "Andrex Knits". The purchase price
comprised: (1) cash in the amount of $660,000; (2) a promissory note
("Promissory Note 1") in the principal amount of $282,450; and (3) a promissory
note ("Promissory Note 2") in the principal amount equal to the book value of
September 2, 1999 of the inventory purchased by the Company, the valuation of
which was initially agreed to be $1,214,750. The Promissory Notes both bear
interest at 6% per annum and are due on April 1, 2001.

      The Company funded the $660,000 cash payment with a promissory note due to
CIT Group bearing interest payable at 8.5%, principal being repayable with
proceeds from the sale of the machinery and equipment purchased by the Company.
At June 30, 2000 the Company had repaid the principal due to CIT Group.
Promissory Note 1 was to be repaid with the sale proceeds of the machinery and
equipment once the CIT Group promissory note was repaid. Promissory Note 2,
pursuant to the Purchase Agreement's Post-Closing Adjustment, was reduced to a
balance of $948,036 at December 31, 1999 and is to be paid down with proceeds
from the sale of the inventory purchased by the Company, with interest accrued
on outstanding balances.

      An agreement between the Company and Andrex. dated July 15, 2000,
effective as of April 1, 2000 amended the Asset Purchase Agreement dated
September 2, 1999, to the effect that Promissory Note 1 was deemed to be
satisfied in full and Promissory Note 2 which had not been issued by the
Company, pending resolution of matters in dispute between the parties, was now
considered cancelled. In place thereof, the Company agreed to pay Andrex an
amount equal to $900,000, payable in 18 equal monthly installments commencing
August 1, 2000, together with accrued interest at the rate of 6 1/2% per annum
from April 1, 2000 payable on each principal payment date. In addition to
satisfying both promissory notes, this agreement discharged the Company from any
and all other obligations pursuant to the Asset Purchase Agreement, with effect
from April 1, 2000.

      The Company believes that cash generated from the Company's sale of woven
fabrics produced by the Company's Paradox Woven Division, the sale of knit
fabrics produced by the Company's newly formed Andrex Knits Division, the
advances under the CIT Group Factoring Agreement and loans from Mr. Levinson (if
needed) will be sufficient to fund the Company's operations for 2000. The
Company's unrestricted cash at June 30, 2000 was $21,582, an increase of $18,537
from $3,045 at December 31, 1999.

Seasonality

      The business of both the Paradox Woven Division and the Andrex Knits
Division is seasonal. The Paradox Woven Division typically realizes higher
revenues and operating income in the first and fourth calendar quarters, while
the Andrex Knits Division's realizations are in the second and third calendar
quarters. Such seasonality takes into account the standard lead-time required by
the fashion industry to manufacture apparel, which corresponds to their
respective retail selling seasons.


                                       9
<PAGE>

                                    PART II.

ITEM 6. Exhibits and Reports on Form 8 - K.

(a)   The following exhibits are included herein:

      Exhibit 27 - Financial Data Schedule (Article 5), included for Electronic
      Data Gathering, Analysis, and Retrieval (EDGAR) purposes only. This
      Schedule contains summary financial information extracted from the balance
      sheets and statements of operations and deficit as of and for the six
      months ended June 30, 2000, and is qualified in its entirety by reference
      to such financial statements.

(b)   No reports on Form 8-K were filed during the quarter for which this report
      is being filed.


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<PAGE>

                                   SIGNATURES

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

LEVCOR INTERNATIONAL, INC.


Date August 11, 2000                            /s/ Robert A. Levinson
     ----------------------                     --------------------------------
                                                Robert A. Levinson
                                                Chairman of the Board,
                                                President and Secretary


Date August 11, 2000                            /s/ Sean Brennan
     ----------------------                     --------------------------------
                                                Sean Brennan
                                                Treasurer


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