<PAGE>

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

                        AMENDMENT NO. 1 TO FORM 10-QSB/A



         (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>                                                                                       <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

        Item 3.   Procedures and Controls...................................................................11

Part II. OTHER INFORMATION..................................................................................12

        Item 6.   Exhibits and Reports on Form 8-K..........................................................12

Signatures..................................................................................................13
</TABLE>




<PAGE>




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           LEVCOR INTERNATIONAL, INC.

                                  BALANCE SHEET

                                  JUNE 30, 2002
                                   (UNAUDITED)


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
<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 AND 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)

          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                          642,958                (423,680)
                                                                              -------------------     -------------------


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 (payments to) factor                                                 (1,981,955)                743,792
  Proceeds from exercise of stock options                                                10,742                    -
                                                                              -------------------     -------------------
           Net cash provided by (used in) financing activities                         (652,212)                407,672
                                                                              -------------------     -------------------

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 Amendment No. 1 to annual report on Form 10-KSB/A 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, 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. At June
         30, 2002, the Company had working capital of approximately $1,483,000.
         Robert A. Levinson a stockholder, officer and director of the Company
         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

                                       4

<PAGE>




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

         continue to be successful, the Company believes that future operations
         and support from the officer/stockholder will provide sufficient
         liquidity to fund current operations.


         NOTE B - INVENTORIES

         Inventories consist of the following at June 30, 2002:

<TABLE>
<CAPTION>
                   <S>                                        <C>
                   Raw Materials                              $          868,388
                   Work-in process                                       430,312
                   Finished goods                                        319,243
                                                              -------------------------

                   Inventory                                         $ 1,617,943
                                                              -------------------------
</TABLE>


         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.

                                       5

<PAGE>

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


       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 the
        declaration of effectiveness by the Securities and Exchange Commission
        of a Registration Statement on Form S-4, and is expected to close in the
        fourth quarter of 2002. Robert A. Levinson, Chairman and Chief Executive
        officer and a director of Levcor is also Chairman and Chief Executive
        Officer of Carlyle beneficially holds approximately 31.4% of Levcor's
        common stock and approximately 20.4% of Carlyle's outstanding common
        stock and approximately 98.3% of Carlyle's outstanding Series B
        preferred stock which represents approximately 38.7% of the voting power
        of Carlyle's capital stock.


        NOTE G - RELATED PARTY TRANSACTION

       In addition to being a director of Levcor, Edward H. Cohen serves as
       counsel to Katten Muchin Zavis Rosenman, legal counsel to Levcor. During
       the six months ended June 30, 2002, fees for those services provided to
       Levcor by Katten Muchin Zavis Rosenman totaled $13,346, of which $5,238
       was settled through the issuance to Katten Muchin Zavis Rosenman of 2,381
       shares of Levcor common stock with a fair market value of $2.20 per share
       on the date of such issuance.





                                       6









<PAGE>



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

GENERAL

This management's discussion and analysis of financial condition and results of
operations contains forward-looking information that involves risks and
uncertainties. Actual results could differ materially from those anticipated by
this forward-looking information. This management's discussion and analysis of
financial condition and results of operations should be read in conjunction with
financial statements and the related notes included in the Levcor International,
Inc. ("Levcor") amended annual report on Form 10-KSB/A for the year ended
December 31, 2001.

CRITICAL ACCOUNTING POLICIES

The following is a brief discussion of the critical accounting policies used in
the preparation of Levcor's financial statements, including those accounting
policies and methods used by Levcor which require subjective judgments and are
considered very important to the understanding of Levcor's financial condition.

Receivables

Under a factoring agreement, the factor purchases the trade accounts receivable
without recourse and assumes substantially all credit risks with respect to such
accounts. The agreement allows Levcor to obtain advances, computed on a
borrowing base formula, from the factor that bear interest at 1/2% above the
bank's prime rate (4.75% at June 30, 2002). The amounts due to Levcor from the
factor earn no interest. Levcor has pledged its accounts receivable and property
and equipment as collateral under the factor loan.

Inventories

Inventories are stated at the lower of cost (principally average cost) or
market. Inventories consist of yarn and greige goods (collectively considered
raw materials), work in process and finished goods.

Levcor estimates the markdowns required for inventories based upon future
marketability as well as general economic conditions. Levcor believes that it
has recorded adequate markdowns and therefore the inventory valuation does not
require any additional valuation adjustments.

Revenue Recognition

Revenue is recognized when goods are shipped to customers. Usual sales terms are
FOB shipping point, at which time Levcor has completed all performance
obligations to consummate the sale. On occasion, Levcor recognizes revenue on
bill and hold sales. Levcor recognizes revenue on these transactions only when
all of the following occurs: the risks of ownership have passed to the buyer,
the customer has made a fixed commitment to purchase the goods, the customer has
requested that the transaction be on a bill and hold basis even though the goods
are ready for shipment, there is a fixed date of delivery, Levcor has performed
all performance obligations to consummate the sale and the goods are segregated
from the remainder of Levcor's goods in the warehouse. At June 30, 2002 and
2001, Levcor did not recognize any revenues from bill and hold transactions.

Debt and Debt Covenants

During the period ended June 30, 2002 and 2001, Levcor was in compliance with
all debt covenants.

Cost of Sales

The significant items included in Levcor's cost of sales include purchases of
yarn, purchases of greige goods, dyeing and finishing costs and freight in.

                                       7
<PAGE>

Selling, General and Administrative Expenses

The significant costs included in selling, general and administrative expenses
are salaries, sales commissions, benefits and related payroll taxes, rent and
utilities, professional fees, factor fees, product development costs, shipping
and warehousing, travel and entertainment and telecommunication expenses.

RELATED PARTY TRANSACTIONS

Robert Levinson has provided $500,000 of loans to Levcor. The loans bear
interest at 6% per annum. Mr. Levinson has agreed to defer the payment of
interest during 2002. In addition, Mr. Levinson has agreed not to require
payment of these loans and $269,671 of the related accrued interest at June 30,
2002 prior to January 2, 2004.

In addition to being a director of Levcor, Edward H. Cohen serves as counsel to
Katten Muchin Zavis Rosenman, legal counsel to Levcor. During the six months
ended June 30, 2002, fees for those services provided to Levcor by Katten Muchin
Zavis Rosenman totaled $13,346, of which $5,238 was settled through the issuance
to Katten Muchin Zavis Rosenman of 2,381 shares of Levcor common stock with a
fair market value of $2.20 per share on the date of such issuance.

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 Levcor concentrating its business in products with higher
overall profit margins. Levcor'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 Levcor significantly scaling back the woven division, reduced
factor fees as sales were substantially less than last year and other cost
cutting measures taken by Levcor in 2002.

During the six months ended June 30, 2002, Levcor 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, Levcor replaced its old term note with a new term
loan on May 2, 2002 at a lower interest rate. Other income, which consisted
principally of income earned in financing customer import purchases, increased
approximately $14,000 to approximately $27,000 in 2002 from $13,000 in 2001.

As a result of the foregoing, Levcor reflected net income of approximately
$132,000 in the six months ended June 30, 2002 compared to net income of
approximately $357,000 for the same period of 2001.



                                       8
<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 Levcor concentrating its business in programs with higher
overall profit margins. Levcor'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 Levcor significantly scaling back the woven division, reduced
factor fees as sales were substantially less than last year and other cost
cutting measures taken by Levcor in 2002.

During the three months ended June 30, 2002, Levcor 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, Levcor 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, Levcor 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 Levcor's factoring agreement with CIT Group, the factor purchases Levcor's
trade accounts receivable and assumes substantially all credit risks with
respect to such accounts. The amounts due to Levcor from the factor earn no
interest. The agreement allows Levcor to obtain advances from the factor that
bear interest at 1/2% above the bank's prime rate. Levcor has pledged its
accounts receivable and property and equipment as collateral under the
agreement. The amount available for advances under the factoring agreement is
the difference between eligible receivables less funds in use and outstanding
letters of credit.

On December 15, 2000, Levcor refinanced $1,500,000 of the factor loan into a
term note with the CIT Group. Levcor 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.

Under the factoring agreement, the factor purchases the trade accounts
receivable without recourse and assumes substantially all credit risks with
respect to such accounts. The agreement allows Levcor to obtain advances from
the factor that bear interest at 1/2% above the bank's prime rate (4.75% at June
30, 2002). The amounts due to Levcor from the factor earn no interest. Levcor
has pledged its accounts receivable and property and equipment as collateral
under the advances. In addition, Robert A. Levinson


                                       9

<PAGE>


a stockholder, officer and director of Levcor has provided certain side
collateral against advances provided under the agreement.

There is no set limit on borrowings. The amount available for borrowing is based
on a formula consisting of 90 percent of eligible accounts receivable increased
by side collateral and reduced by both the current loan balance and outstanding
letters of credit.

On May 2, 2002 Levcor 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 Levcor 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 Levcor'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 Levcor's cash
requirements to enable it to fulfill its obligations through January 2, 2004. On
September 27, 2002 Mr. Levinson delivered to Levcor his written commitment that
he will continue to support Levcor's cash requirements until January 2, 2004, to
the extent necessary, up to a maximum amount of $3 million. Levcor believes its
reliance on such commitment is reasonable and that Mr. Levinson has sufficient
liquidity and net worth to honor such commitment. Levcor believes that Mr.
Levinson's written commitment provides Levcor with the legal right to request
and receive such advances. In the event that Mr. Levinson did not honor such
commitment, Levcor would have the right to sue Mr. Levinson for breach of his
agreement.

The amount owed by Levcor to Mr. Levinson as of June 30, 2002 under loans he has
made to Levcor 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
interest 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.

Levcor's obligation to repay the sums owed to Mr. Levinson is not a demand
obligation until after January 2, 2004. On February 28, 2002 Mr. Levinson
delivered to Levcor his written undertaking that he will not require the
repayment of the loan together with accrued and unpaid interest, prior to
January 2, 2004. Levcor believes its reliance on such undertaking is reasonable.
In the event that Mr. Levinson did demand repayment prior to January 2, 2004,
Levcor believes that such demand would be unenforceable and that Levcor would
have the right to sue Mr. Levinson for breach of his agreement. Mr. Levinson
reaffirmed this undertaking in writing on September 27, 2002.

Levcor believes that cash generated from Levcor'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 Levcor's operations through 2004. Levcor's unrestricted cash at June 30,
2002 was approximately $8,000 and was approximately, $3,000 at December 31,
2001.

Levcor's future minimum lease payments under noncancelable operating leases at
December 31, 2001 are approximately $900,000 for the years 2002 through 2006.
The majority of these payments are for the Company's headquarters in New York.

The merger with Carlyle, if completed, will not impact Levcor's liquidity since
Carlyle is self funding and no new debt is being incurred in the acquisition
other then the assumption by Levcor of approximately $11.3 million of Carlyle's
existing debt which includes an obligation commencing June 15, 2007 to redeem
the Carlyle Series B preferred stock, which approximated $4.6 million at June
30, 2002 (notwithstanding that because Carlyle will be treated as the acquirer
for accounting purposes, upon the




                                       10

<PAGE>

consummation of the merger Carlyle will be deemed to assume approximately $5.383
million of Levcor's debt consisting of accounts payable and accrued expenses of
$1.613 million, long-term debt of $3 million and a loan payable to Robert A.
Levinson a stockholder, officer and director of Levcor in the amount of
$770,000).

Upon the consummation of the merger Levcor will issue in exchange for the
Carlyle Series B preferred stock, shares of Levcor Series A preferred stock
which shall by its terms, be subject to mandatory redemption, solely to the
extent Levcor has sufficient funds to lawfully do so, in three equal annual
installments on June 15, 2007, June 15, 2008 and June 15, 2009, in each case,
from funds legally available therefor, at a price per share of Series A
preferred stock equal to $1 per share, together with an amount representing
accrued and unpaid dividends, whether or not declared, to the date of
redemption.

SEASONALITY

The business of Levcor is seasonal and typically higher revenues and operating
income are realized 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 Levcor receives an
order from a customer and ending with when Levcor ships the order to the
customer.

IMPACT OF INFLATION

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


ITEM 3.  PROCEDURES AND CONTROLS

Within the 90 days prior to the date of this report, Levcor carried out an
evaluation, under the supervision and with the participation of Levcor's
management, (including the person performing the functions of Levcor's Chief
Executive Officer and Chief Financial Officer its principal executive officer
and principal financial officer), of the effectiveness of the design and
operation of Levcor's disclosure controls and procedures pursuant to Exchange
Act Rule 13a-14. Based upon that evaluation, the person performing the functions
of Levcor's Chief Executive Officer and Chief Financial Officer concluded that
Levcor's disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic Securities
and Exchange Commission filings. There were no significant changes in Levcor's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

This Amendment No. 1 to Quarterly Report on Form 10-QSB/A (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 Levcor, its
directors or its officers with respect to, among other things: (i) Levcor's
financing plans; (ii) trends affecting Levcor's financial condition or results
of operations; (iii) Levcor's growth strategy and operating strategy; (iv)
customer concentration and the increasing consolidation of Levcor'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 Levcor's Amendment No. 1 to Form 10-KSB/A 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.



                                       11
<PAGE>

                                    PART II.

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

(a)       Exhibits  filed with this report:

<TABLE>
<CAPTION>
                  Exhibit No.                        Description
                  -----------                        -----------
                 <S>                                 <C>
                 99.1                                Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

(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 Levcor
         and Carlyle Industries, Inc. have executed a definitive merger
         agreement.

                                       12



<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.

<TABLE>
<CAPTION>
<S>                                                       <C>
Date       December 18, 2002                               /s/ Robert A. Levinson
           --------------------------------               ----------------------------------------
                                                          Robert A. Levinson
                                                          Chairman of the Board,
                                                          President, Secretary and the
                                                          Principal Financial Officer
</TABLE>

                                  CERTIFICATION
                                  -------------

I, Robert A. Levinson, the principal executive officer and principal financial
officer of Levcor International, Inc., certify that:

1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-QSB/A of
Levcor International, Inc.;

2. Based on my knowledge, this amended quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
amended quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this amended quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this amended
quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this amended quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this amended
quarterly report (the "Evaluation Date"); and

c) presented in this amended quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

                                       13
<PAGE>






5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this amended quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: December 18, 2002.

/s/ Robert A. Levinson
----------------------
 Robert A. Levinson,
 principal executive officer and principal financial officer


                                       14

<PAGE>






                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                  Exhibit Number                            Description
                  --------------                            ------------
                  <S>                                       <C>
                  99.1                                      Certification Pursuant to Section 906 of
                                                            the Sarbanes-Oxley Act of 2002
</TABLE>