<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   March 31, 2001
                                 -------------------

[ ]   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 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 May 16, 2001, 2,376,299 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

           Unaudited Balance Sheet at
           March 31, 2001...................................................  1

           Unaudited Statements of Operations for the
           Three Months Ended March 31, 2001 and March 31, 2000 ............  2

           Unaudited Statements of Cash Flows for the Three
           Months Ended March 31, 2001 and March 31, 2000 ..................  3

           Notes to Unaudited Financial Statements..........................  4

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

Part II. OTHER INFORMATION..................................................  8

   Item 1. Legal Proceedings................................................  8

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

Signatures..................................................................  9



<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            Levcor International, Inc

                             UNAUDITED BALANCE SHEET

                                 March 31, 2001


<TABLE>
<CAPTION>

<S>                                                                                             <C>
                                          ASSETS
CURRENT ASSETS
     Cash                                                                                          $    52,061
     Accounts receivable, net of allowances of $107,750                                                193,308
     Due from factor                                                                                 1,139,029
     Inventories                                                                                     2,771,447
     Prepaid expenses and other current assets                                                          67,003
                                                                                                   -----------
              Total current assets                                                                   4,222,848

PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $45,609                    103,795

ASSETS HELD FOR SALE                                                                                   254,400

SECURITY DEPOSITS                                                                                       34,650
                                                                                                   -----------

TOTAL ASSETS                                                                                       $ 4,615,693
                                                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                                           $ 3,706,167
   Current maturities of long-term debt                                                                604,348
                                                                                                   -----------
              Total current liabilities                                                              4,310,515

LONG-TERM DEBT, less current maturities                                                              1,378,261
LOANS PAYABLE - OFFICER/STOCKHOLDER                                                                    936,532
COMMITMENT AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
   Common stock - par value $ .56 per share; authorized,
       15,000,000 shares; issued 2,376,299 shares, outstanding 2,318,699 shares                      1,330,727
   Capital in excess of par value                                                                    5,254,983
   Accumulated deficit                                                                              (8,518,138)
                                                                                                   -----------
                                                                                                    (1,932,428)

   Treasury stock, at cost, 57,600 shares                                                              (77,187)
                                                                                                   -----------
        Total stockholders' deficiency                                                              (2,009,615)
                                                                                                   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                     $ 4,615,693
                                                                                                   ===========
</TABLE>

The accompanying notes are an integral part of this statement.


                                       1
<PAGE>

                           Levcor International, Inc.

                       UNAUDITED STATEMENTS OF OPERATIONS
                             AND ACCUMULATED DEFICIT

                      For the three months ended March 31,


<TABLE>
<CAPTION>

                                                                            2001           2000
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
Net sales                                                                $ 7,763,092    $ 3,855,800
Cost of goods sold                                                         6,417,525      3,145,892
                                                                         -----------    -----------
Gross profit                                                               1,345,567        709,908
                                                                         -----------    -----------
Selling, general and administrative expenses                                 902,880        983,444
                                                                         -----------    -----------

Income (loss) from continuing operations before other income (expense)       442,687       (273,536)

Other income (expense):
   Interest expense                                                         (143,064)       (91,314)
   Other income - net                                                          3,650         70,244
                                                                         -----------    -----------
             Total other income (expense)                                    139,414         21,070

Income (loss) from continuing operations                                     303,273       (294,606)

Income (loss) from discontinued operations                                     3,159         (5,303)
                                                                         -----------    -----------

         NET INCOME  (LOSS)                                                  306,432       (299,909)

Accumulated deficit at beginning of period                                (8,824,570)    (8,392,123)
                                                                         -----------    -----------

Accumulated deficit at end of period                                     $(8,518,138)   $(8,692,032)
                                                                         ===========    ===========

Basic and diluted income (loss) per share:
  Continuing operations                                                  $       .13    $      (.13)

  Discontinued operations                                                          -              -

  Total                                                                  $       .13    $      (.13)


Weighted average number of shares outstanding                              2,318,699      2,313,936
                                                                         ===========    ===========
</TABLE>


The accompanying notes are an integral part of this statement.


                                       2
<PAGE>

                           Levcor International, Inc.

                       UNAUDITED STATEMENTS OF CASH FLOWS

                      For the three months ended March 31,

<TABLE>
<CAPTION>
                                                                                    2001                 2000
                                                                                  ---------           ---------
<S>                                                                               <C>                 <C>
Cash flows from operating activities of continuing operations
    Net income (loss)                                                             $ 303,273           $(294,606)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities
        Depreciation and amortization                                                 7,426               4,468
        Services paid in common stock                                                  --                18,000
        Changes in operating assets and liabilities,
              Accounts receivable                                                   (50,938)             41,110
              Due from factor                                                      (907,952)               --
              Inventories                                                           916,137            (325,191)
              Prepaid expenses and other current assets                              35,649              17,349
              Accrued interest on loan payable - officer/stockholder                 10,652              10,770
              Accounts payable and accrued expenses                                (124,260)            599,045
                                                                                  ---------           ---------
           Net cash provided by operating activities of continuing
               Operations                                                           189,987              70,945
                                                                                  ---------           ---------
           Net cash provided by (used in) operating activities of
               Discontinued operations                                                3,159              (6,899)
                                                                                  ---------           ---------

Cash flows from investing activities
    Proceeds from sale of assets held for resale                                     20,650                   0
    Purchases of property and equipment                                              (1,750)            (58,859)
                                                                                  ---------           ---------

           Net cash provided by (used in) investing activities                       18,900             (58,859)
                                                                                  ---------           ---------

Cash flows from financing activities
    Payments of long-term debt and net cash used in financing activities           (167,391)               --
                                                                                                      ---------

           NET INCREASE IN CASH                                                      44,655               5,187

Cash of continuing operations at beginning of period                                  7,406               1,283
Cash of discontinued operations at beginning of period                                    0               1,762
                                                                                  ---------           ---------

Total cash at beginning of period                                                 $   7,406           $   3,045
                                                                                  =========           =========

Cash of continuing operations at end of period                                       48,902               6,971
Cash of discontinued operations at end of period                                      3,159               1,261
                                                                                  ---------           ---------

Total cash at end of period                                                       $  52,061           $   8,232
                                                                                  =========           =========

Supplemental disclosures of cash flow information:

       Cash paid during the period for interest                                   $ 124,261           $ 124,048
                                                                                  =========           =========
</TABLE>


The accompanying notes are an integral part of this statement.


                                       3
<PAGE>

                           Levcor International, Inc.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                                 March 31, 2001


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

     The accompanying unaudited 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 month
     period ended March 31, 2001 are not necessarily indicative of the results
     that may be expected for the year ending December 31, 2001. 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, 2000.

     Levcor International, Inc. (the "Company") was engaged in two industry
     segments through June 2000: the ownership of fractional interests in oil
     and gas wells and leases with respect thereto (see Note C for Discontinued
     Operations); and the operation of a fabric converting business that
     produces fabrics used in the production of apparel. The Company sells its
     products to customers in the United States and Canada.

     The Company sustained substantial losses in prior years that have adversely
     affected the Company's liquidity. At March 31, 2001, current liabilities
     exceeded current assets by $87,667 and the Company had a stockholders'
     deficiency equaling $2,009,615. An officer/stockholder 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 April 2, 2002
     and fund future operations.

     The Company has implemented several actions during the year ended December
     31, 2000 and the three months ended March 31, 2001 to reduce losses and
     improve cash flow. These actions, which include the commencement of a new
     business segment in October 2000 and the reduction of certain operating
     costs, have resulted in income from continuing operations of $303,273
     during the current quarter. Although there can be no assurance that these
     measures will continue to be successful, the Company believes that future
     operations and support from an officer/stockholder will provide sufficient
     liquidity to fund current operations.


     NOTE B - INVENTORIES

     Inventories consist of the following:

        Raw materials                                $1,262,937
        Work-in process                                 629,517
        Finished goods                                  878,993
                                                     ----------
                                                     $2,771,447
                                                     ==========


                                       4
<PAGE>

                           Levcor International, Inc.

                NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

                                   (CONTINUED)

                                 March 31, 2001


     NOTE C - DISCONTINUED OPERATIONS

     Since 1995, the Company's primary operating segment has been its textile
     converting business. Due to the potentially significant insurance cost
     increases relating to the oil and gas segment, coupled with the retirement
     of the Treasurer of the Company, management decided to transfer the
     remaining oil well to the Treasurer as a non-cash retirement arrangement in
     July, 2000. The transfer resulted in a charge to operations during 2000 of
     $33,138. Accordingly, the operating results have been segregated from
     continuing operations and are reported as discontinued operations in the
     accompanying statements of operations and cash flows.

     Summary financial information of the discontinued operations is as follows:

                                                March 31,
                                         ------------------------
                                           2001            2000
                                         --------        --------
     Sales                               $   --          $  5,383
     Cost of sales                           --            10,685
     Gross profit (loss on sales)            --            (5,303)
     Other income                           3,159            --
     Net income (loss)                      3,159          (5,303)
     Current assets                          --             5,000
     Total assets                            --            44,526
     Current liabilities                     --            28,191

     Current assets and current liabilities at March 31, 2000 consisted
     primarily of cash and accounts receivable, and accounts payable,
     respectively.


     NOTE D - RECLASSIFICATIONS

     Certain amounts in 2000 have been reclassified to conform to the
     presentation used in 2001.


                                       5
<PAGE>

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


     RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED
     TO THE THREE MONTHS ENDED MARCH 31, 2000.

     RESULTS OF OPERATIONS:

     The Company's sales for the Fabric Divisions for the three months ended
     March 31, 2001 were $7,763,092, an increase of $3,907,292 or 101% from
     $3,855,800 for the same period in 2000. The cost of sales of the Fabric
     Divisions in the first quarter of 2001 increased $3,271,633 or 104%, from
     $3,145,892 in 2000 to $6,417,525 in 2001. The gross profit on sales for the
     first three months of 2001 was $1,345,567, an increase of $635,659 or
     90% from $709,908 in 2000. The gross profit percentage was 17% for the
     first quarter of 2001 as compared to 18% for the same period of 2000
     representing a decrease of 1% of net sales. Most of the increases are
     attributed to the sales growth achieved through strategic hiring
     initiatives. During the three months ended March 31, 2001, the Company
     incurred an increase of interest expense of $51,750 or 57% from $91,314 in
     2000 to $143,064 in 2001, in connection with a growth in new business.
     Other income declined $66,594 or 95% from $70,244 in 2000 to $3,650 in
     2001. Other income for 2000 consisted of gains on the sale of assets and
     insurance recoveries for which no such income was recorded in 2001. In
     addition, the 2001 first quarter reflected other income from discontinued
     operations of $3,159, while the same period of 2000 sustained a loss of
     $5,303.

     The Company's selling, general and administrative expenses for the three
     months ended March 31, 2001 were $902,880 a decrease of $80,564 or 8% from
     $983,444 in the same period in 2000. Such decrease was due primarily to a
     decline in salaries, benefits and related expenses associated with the
     acquisition of the Andrex Knits operation. It should be noted that two
     executives of Andrex Industries Corp., who were employed by the Company to
     facilitate the operational transition of the Andrex Knits business, ceased
     rendering services to the Company as of March 31, 2000.

     As a result of the foregoing, the Company reflected net income of $306,432
     in the three months ended March 31, 2001 compared to a net loss of $299,909
     for the same period of 2000.

     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 substantially all accounts receivable arising from
     the sale of inventory (the "Accounts"), and pays CIT Group a factoring fee
     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 (the "Chase 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.

     On December 15, 2000 the Company issued a promissory note to The CIT
     Group/Commercial Services, Inc. in the amount of $1,500,000 to refinance a
     portion of the factor loan as a term loan,


                                       6
<PAGE>

     which bears interest at the rate of one-half of one percent (0.50%) per
     annum plus the Chase Prime Rate. The principal balance of this note is
     payable in twenty-three equal consecutive monthly installments of $8,696,
     with the first installment due on February 1, 2001 and a twenty-fourth and
     final installment of $1,300,000, due on January 1, 2003. This note is
     secured by the Company's accounts receivable, property and equipment, and
     certain collateral of Robert A. Levinson, the Company's Chairman of the
     Board and President.

     In connection with the purchase in 1996 of 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.

     If necessary, Mr. Levinson has agreed to personally support the Company's
     cash requirements to enable it to fulfill its obligations through April 2,
     2002. The amount owed by the Company to Mr. Levinson as of March 31, 2001
     is $720,000 and is a demand obligation which Mr. Levinson has promised not
     to demand until at least April 2, 2002. Also, the accrued interest on this
     obligation of $216,532 at March 31, 2001, has been reclassified as a
     long-term obligation because Mr. Levinson has promised not to demand
     payment until at least April 2, 2002.

     On September 2, 1999, the Company entered into an Asset Purchase Agreement,
     (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; (4) Andrex's sales orders; and
     (5) Andrex's trade name "Andrex Knits". The purchase price was comprised
     of: (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 at 8.5% per annum with the principal being
     repayable with proceeds from the sale of the machinery and equipment
     purchased by the Company. At December 31, 2000, the Company had repaid the
     principal due to CIT Group. Promissory Note 1 was to be repaid with the
     sales 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 was 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 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


                                       7
<PAGE>

     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, including payment of certain
     operating expenses of Andrex, effective from April 1, 2000.

     The Company believes that cash generated from the Company's sale of
     fabrics, 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 2001. The Company's unrestricted cash at March 31, 2001
     was $52,061, an increase of $44,655 from $7,046 at December 31, 2000.

     SEASONALITY

     The business of the fabrics division is seasonal. 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.

     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, as amended (the
     "Exchange Act"). 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, and
     that actual results may differ materially from those projected in the
     forward-looking statements as a result of various factors.


                                    PART II.

     ITEM 1. LEGAL PROCEEDINGS

     The Company is a party to a lawsuit. Management does not believe
     that such lawsuit will have a material adverse impact on the financial
     position of the Company. You can find information about such lawsuit in
     "Note I Litigation" of our Notes to Financial Statements filed with form
     10-KSB for the year ended December 31, 2000.






                                       8
<PAGE>

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

     (a)  The following exhibits are included herein:

          No exhibits have been submitted with this report.

     (b)  No reports on Form 8-K were filed during the quarter ended March 31,
          2001.


                                   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  May 18, 2001                         /s/ Robert A. Levinson
      -----------------------              -------------------------------------
                                           Robert A. Levinson
                                           Chairman of the Board,
                                           President and Secretary


Date  May 18, 2001                         /s/ Martin Suskin
      -----------------------              -------------------------------------
                                           Martin Suskin
                                           Treasurer