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     9/30/99
                                -------------

|_|   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.)

                 1071 Avenue of the Americas, New York, NY 10018
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (203) 264-7428
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal year,
                         if Changes 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 November 22, 1999, 2,166,799 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........................................................................1

    Item 1. Financial Statements
            Balance Sheet as of September 30, 1999 (Unaudited)................1

            Statements of Operations for the
            Nine Months Ended September 30, 1999 and
            September 30, 1998 (Unaudited)....................................2

            Statements of Operations for the
            Three Months Ended September 30, 1999 and
            September 30, 1998 (Unaudited)....................................3

            Statements of Cash Flows for the
            Nine Months Ended September 30, 1999 and
            September 30, 1998 (Unaudited)....................................4

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

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

Part II......................................................................11

    Item 6. Exhibits and Reports on Form 8-K ................................11

Signatures...................................................................12

Exhibit 27...................................................................13
<PAGE>

                                     PART I.

ITEM 1. FINANCIAL STATEMENTS

                           Levcor International, Inc.

                                  BALANCE SHEET
                               September 30, 1999
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                        $    49,732
   Accounts receivable                                                  111,893
   Due from factor                                                    1,231,098
   Inventories                                                        2,757,277
   Prepaid expenses                                                      60,619
                                                                    -----------

      Total current assets                                            4,210,619

PLANT AND EQUIPMENT, net of accumulated
   depreciation of $8,881                                                14,739

OIL AND GAS PROPERTIES (using full cost method),
   net of accumulated depletion and depreciation of $881,214              5,469

ASSETS HELD FOR RESALE                                                  942,450

INTANGIBLE ASSETS, net of accumulated amortization of $6,843             15,378
                                                                    -----------
                                                                    $ 5,188,655
                                                                    ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $ 3,038,931
   Current maturities of long-term debt                               1,617,544
   Due to officer/stockholder                                           190,000
                                                                    -----------
      Total current liabilities                                       4,846,475

LONG TERM DEBT, less current maturities                                 612,450

DUE TO OFFICER/STOCKHOLDER                                            1,170,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY)
      Common stock - par value $.56 per share;
      authorized 15,000,000 shares,
      outstanding 2,166,799 shares                                    1,213,407

      Capital in excess of par value                                  5,277,115

      Accumulated deficit                                            (7,930,792)
                                                                    -----------
                                                                     (1,440,270)
                                                                    -----------
                                                                    $ 5,188,655
                                                                    ===========

The accompanying notes are an integral part of these statements.


                                       1
<PAGE>

                           Levcor International, Inc.

                            STATEMENTS OF OPERATIONS

                     For the Nine Months Ended September 30,

                                   (Unaudited)

                                                       1999            1998
                                                   ------------    ------------

Sales - Woven Fabrics Division                     $ 10,706,682    $  8,227,546
   Less cost of sales                                 9,207,040       7,347,014
                                                   ------------    ------------
      Gross profit                                    1,499,642         880,532
                                                   ------------    ------------
Sales - Oil and gas                                      23,881          24,229
   Less cost of sales                                    12,968          26,046
                                                   ------------    ------------
      Gross profit (loss)                                10,913          (1,817)
                                                   ------------    ------------
            Total gross profit                        1,510,555         878,715

Expenses
   Selling expenses - Woven Fabrics Division
     Salaries, benefits and
       payroll taxes                                    850,330         624,813
     Commissions                                         30,417         103,130
     Other selling expenses                             105,975         153,224
                                                   ------------    ------------
            Total selling expenses                      986,722         881,167

   General and administrative expenses
     Salaries, benefits and payroll taxes               114,074          41,909
     Accounting and administrative fees                 102,840          43,942
     Audit fees                                          24,082          16,000
     Directors' fees and expenses                         3,750          (5,000)
     Factor's fees                                       51,808          64,082
     Insurance                                            9,991          10,556
     Interest expense                                   182,210         216,605
     Legal fees                                          26,760          14,990
     Transfer agent fees                                  3,150           3,158
     Shareholders' communications                            --          22,262
     Other business taxes                                 3,582           2,287
     Other expenses                                      21,287          44,122
                                                   ------------    ------------
            Total general and administrative
              expenses                                  543,534         474,913
                                                   ------------    ------------
            Total expenses                            1,530,256       1,356,080

            NET (LOSS)                             $    (19,701)   $   (477,365)
                                                   ============    ============

Accumulated deficit - beginning of year            $ (7,911,091)   $ (7,251,603)
                                                   ------------
Accumulated deficit - end of third quarter         $ (7,930,792)   $ (7,728,968)
                                                   ============    ============

Average number of shares outstanding                  1,866,174       1,751,399
                                                   ------------

Net (loss) per common share                              ($0.01)         ($0.27)
                                                         ======          ======

The accompanying notes are an integral part of these statements.


                                       2
<PAGE>

                            Levcor International, Inc

                            STATEMENTS OF OPERATIONS

                    For the Three Months Ended September 30,

                                   (Unaudited)

                                                        1999           1998
                                                     -----------    -----------

Sales - Woven Fabrics Division                       $ 3,985,774    $ 1,084,192
   Less cost of sales                                  3,464,657      1,053,348
                                                     -----------    -----------
      Gross profit                                       521,117         30,844
                                                     -----------    -----------
Sales - Oil and gas                                       11,234          7,111
   Less cost of sales                                      5,906          9,289
                                                     -----------    -----------
      Gross profit (loss)                                  5,328         (2,178)
                                                     -----------    -----------
            Total gross profit                           526,445         28,666

Expenses
   Selling expenses - Woven Fabrics Division
     Salaries, benefits and payroll taxes                444,708        206,760
     Commissions                                          10,886         24,548
     Other selling expenses                               27,794         32,959
                                                     -----------    -----------
            Total selling expenses                       483,388        264,267

   General and administrative expenses
     Salaries, benefits and payroll taxes                 36,337         13,980
     Accounting and administrative fees                   73,545         14,642
     Audit fees                                            9,917             --
     Directors' fees and expenses                          1,250          1,250
     Factor's fees                                         4,583         12,354
     Insurance                                             3,518          4,027
     Interest expense                                     62,903         74,830
     Legal fees                                           11,760          7,427
     Transfer agent fees                                   1,050          1,050
     Shareholders communications                              --          7,802
     Other business taxes                                    295              7
     Other expenses                                       11,794         18,695
                                                     -----------    -----------
            Total general and administrative
              expenses                                   216,952        156,064
                                                     -----------    -----------
            Total expenses                               700,340        420,331
            NET (LOSS)                               $  (173,895)   $  (391,665)
                                                     ===========    ===========

Accumulated deficit - beginning of quarter           $(7,756,897)   $(7,337,303)

Accumulated deficit - end of quarter                 $(7,930,792)   $(7,728,968)
                                                     ===========    ===========

Average number of shares outstanding                   1,966,799      1,764,299
                                                     -----------    -----------

Net (loss) per common share                               ($0.09)        ($0.22)
                                                          ======         ======

The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                           Levcor International, Inc.

                            STATEMENTS OF CASH FLOWS

                     For the Nine Months Ended September 30,

                                   (Unaudited)


                                                         1999           1998
                                                     -----------    -----------

Cash flows from operating activities
         Net earnings (loss)                         $   (19,701)   $  (477,365)
         Adjustments to reconcile net earnings
           (net loss) to net
           cash used in operating activities
             Depletion and depreciation                    9,198         11,406
             Services paid in common stock                 5,000          5,000

        Changes in operating assets and
          liabilities, net of assets acquired
             Accounts receivable                        (106,930)        (7,456)
             Due from factor                          (1,164,535)       141,354
             Inventories                              (1,346,177)       456,117
             Prepaid expenses                            (54,250)        (6,138)
             Accounts payable and accrued expenses     2,335,126       (224,887)
                                                     -----------    -----------
         Net cash (used in) operating activities        (342,269)      (101,969)
                                                     -----------    -----------

Cash flows from investing activities
     Purchase of assets for resale                      (942,450)            --
     Purchase of property and equipment and
     intangible assets                                    (9,317)        (7,351)
      Sale of oil and gas properties                       3,800             --
                                                     -----------    -----------
         Net cash (used in) investing activities        (947,967)        (7,351)
                                                     -----------    -----------

Cash flows from financing activities
     Advances from shareholder                           450,000        375,000
     Exercise of stock options                           500,000          7,562
     Payment of long-term debt                           329,650       (282,800)
                                                     -----------    -----------
         Net cash provided by financing activities     1,279,650         99,762
                                                     -----------    -----------

      NET (DECREASE) IN CASH AND CASH EQUIVALENTS        (10,586)        (9,558)

     Cash and cash equivalents at beginning of year       60,318         42,043
                                                     -----------    -----------
      Cash and cash equivalents at end of quarter    $    49,732    $    32,485
                                                     ===========    ===========
     Supplemental disclosures of cash flow
       information:
         Cash paid during the quarter for Interest   $   182,210    $   216,605


The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                           Levcor International, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                      Nine Months Ended September 30, 1999

                                   (Unaudited)

NOTE 1.  The accompanying financial statements of Levcor International, Inc.
         (the "Company") have been prepared in accordance with the instructions
         to Form 10-QSB and do not include all the information and footnote
         disclosures 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
         months and nine months ended September 30, 1999 are not necessarily
         indicative of the results that may be expected for the year ending
         December 31, 1999. 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, 1998.

NOTE 2.  The computation of basic loss per share of common stock is based upon
         the weighted average number of common shares outstanding during the
         period. Diluted earnings per share include basis shares plus (in
         periods in which they have a dilutive effect) the effect of common
         shares contingently issuable upon exercise of stock options. Diluted
         loss per share is considered equal to basic loss per share for all
         years presented, as the effect of other potentially dilutive securities
         would be antidilutive.

NOTE 3.  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 (the "Inventory"); (2) Andrex's
         machinery and equipment (the "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
         (funded by The CIT Group/Commercial Services, Inc. ("CIT Group"));
         (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 as of July 1, 1999 of the
         Inventory transferred to the Registrant, which promissory note is to
         be delivered to Andrex promptly following the valuation of the
         Inventory. Promissory Note 1 and Promissory Note 2 will 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 with principal and interest payable in quarterly
         installments at 8.5%. Promissory Note 1 is to be paid down with
         proceeds from the sale of Machinery & Equipment, with interest accrued
         on outstanding balances. Promissory Note 2 is to be paid down with
         proceeds from the sale of the Inventory, with interest accrued on
         outstanding balances.

                                            5

<PAGE>

         The following summarized unaudited pro forma financial information for
         the nine month period ended September 30, 1999 and 1998 assumed the
         purchase of assets of Andrex as if it occurred as of January 1 of each
         year:

                                                     For the Nine Months Ended
                                                            September 30,
         Pro forma information
                                                   1999             1998
                                                 ---------         --------
         Net Sales                               $22,677,000      $32,534,000
         Net Loss                                $   453,000      $   905,000
         Loss per share -- basic and diluted     $    ($0.24)     $    ($0.52)


                                       6
<PAGE>

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

Results of Operations:

      Nine Months ended September 30, 1999 as compared to nine months ended
September 30, 1998.

      The Company's sales for the Woven Fabrics Division for the nine months
ended September 30, 1999 were $10,706,682, an increase of $2,479,136 or 30%,
from $8,227,546 for the same period in 1998. The cost of sales of the Woven
Fabrics Division in the first nine months of 1999 was $9,207,040, an increase of
25% from $7,347,014 in 1998. The gross profits on sales for the Woven Fabrics
Division for the first nine months of 1999 was thus $1,499,642, an increase of
$619,110, or 70% from $880,532 for the same period in 1998. The acquisition (the
"Acquisition") by Levcor of the Knits Division of Andrex Industries Corp.
("Andrex"), effective September 2, 1999, contributed to the improved revenue
results in the nine month period ended September 30, 1999 compared to the same
period in 1998. Added to the Woven Fabrics Division increase in gross profits
for the nine months of 1999 was an increase of $12,730 in gross profits from oil
and gas operations as compared to 1998.

      The Company's total expenses for the first nine months of 1999 were
$1,530,256, an increase of $174,176 or 13%, from $1,356,080 in the same period
in 1998. Such increase was due to the combined increases of: (i) selling
expenses of the Woven Fabrics Division of $105,555, or 12%, compared to the same
period in 1998; and (ii) an increase in general and administrative expenses of
$68,621 or 14%; both such increases were predominantly due to increases in
salaries, benefits and payroll taxes associated with the Acquisition.

      As a result of the foregoing, the Company reflected a net loss of $19,701
in the first nine months of 1999 compared to a net loss of $477,365 for the same
period in 1998.

      Three months ended September 30, 1999 as compared to three months ended
September 30, 1998.

      The Company's sales for the Woven Fabrics Division for the three months
ended September 30, 1999 were $3,985,774 an increase of $2,901,582, or 268% from
$1,084,192 for the same period in 1998. The cost of sales of the Woven Fabrics
Division in the third quarter of 1999 was $3,464,657, an increase of 229% from
$1,053,438 in 1998. The gross profit on sales for the Woven Fabrics Division for
the three months ended September 30, 1999 was thus $521,117 an increase of
$490,273 or 1,590% from $30,844 for the same period in 1998. The third quarter
1999 Woven Fabrics Division's increase in sales and gross profit margin on sales
reflected the Acquisition. Added to the Woven Fabric Division increase in gross
profit for the three months ended September 30, 1999 was an increase of $7,506
in gross profit from oil and gas operations in the third quarter of 1999
compared to the same period in 1998.

      The Company total expenses for the third quarter of 1999 were $700,340, an
increase of $280,009, or 67%, from $420,331 in the same period in 1998. Such
increase was due to the combined increase of: (i) selling expenses of the Woven
Fabrics Division of $219,221, or 83%,


                                       7
<PAGE>

compared to the same period in 1998; and (ii) an increase in general and
administrative expenses in the third quarter of 1999 of $60,888, or 39% compared
to the same period in 1998; both predominate among such increases was increases
in salaries, benefits, payroll taxes and factor fees associated with the
Acquisition.

      As a result of the foregoing, the Company reflected a net loss of $173,895
in the third quarter of 1999 compared to a net loss of $391,665 for the same
period in 1998.

Liquidity and Capital Resources

      The Company entered into a Discount Factoring Agreement with Congress
Talcott Corporation ("Congress Talcott") as of November 14, 1997 (the "Congress
Talcott Factoring Agreement"). Pursuant to the terms of the Congress Talcott
Factoring Agreement, the Company, among other things: (i) assigned to Congress
Talcott its interest in all receivables derived from the sale of woven fabrics
produced by the Woven Fabrics Division, and paid Congress Talcott a monthly
commission of 0.6% of the gross amount on such receivables, with a minimum
commission of $4,000; and (ii) was entitled to request advances up to 90% of the
net purchase price of the receivables, and pay interest on such advances at the
rate of 0.5% above CoreStates Bank, N.A.'s prime rate for the term thereof. The
Congress Talcott Factoring Agreement expired pursuant to its terms on November
14, 1998.

      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 pay 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 the woven fabric inventory from
Andrex, the Company issued a promissory note to Andrex, which bears 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


                                       8
<PAGE>

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 in July
of 1999 in the principal amount of $500,000.

      In addition to the such loans by Mr. Levinson totaling $720,000 noted
above, Mr. Levinson has also made loans to the Company in each of 1998 and 1999
in an aggregate amount of $225,000 and $415,000 respectively, to supplement its
cash requirements. The total outstanding debt of the Company to Mr. Levinson is
thus $1,360,000, which loans bear interest at a rate of 6% per annum. No
repayment date has yet been set for these loans, except that $190,000 thereof
are considered to be payable within one year.

      Mr. Levinson has also agreed to continue to personally support the
Company's cash requirements to enable it to meet its current obligations through
December 31, 1999.

      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 (the "Inventory"); (2) Andrex's machinery and equipment (the
"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 (funded
by The CIT Group/Commercial Services, Inc. ("CIT Group")); (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 as
of July 1, 1999 of the Inventory transferred to the Registrant, which promissory
note is to be delivered to Andrex promptly following the valuation of the
Inventory. Promissory Note 1 and Promissory Note 2 will 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 with principal and interest payable in quarterly installments at 8.5%.
Promissory Note 1 is to be paid down with proceeds from the sale of Machinery &
Equipment, with interest accrued on outstanding balances. Promissory Note 2 is
to be paid down with proceeds from the sale of the Inventory, with interest
accrued on outstanding balances.

      The Company believes that cash generated from the Company's sale of woven
fabrics produced by the Company's Woven Fabrics Division, the sale of knit
fabrics produced by the Company's newly acquired Knit Fabrics Division, the
advances under the CIT Group Factoring Agreement, loans from Mr. Levinson (if
needed) and, to a lesser extent, the proceeds from the sale of oil and gas from
the Company's ownership interest in oil and gas wells will be sufficient to fund
the Company's operations for 1999. The Company's unrestricted cash and cash


                                       9
<PAGE>

equivalents at September 30, 1999 was $49,732, a decrease of $10,586 from
$60,318 at December 31, 1998.

Seasonality

      The Company's Woven Fabrics Division business is seasonal, and typically
realizes higher revenues and operating income in the first and fourth calendar
quarters. Such seasonality, taking into account the standard lead time required
by the fashion industry to manufacture apparel, corresponds respectively to the
autumn and spring retail selling seasons. Andrex is a leading converter of knit
fabrics, also for the apparel industry. The Acquisition is intended to lesson
the seasonality of Levcor's business.

      The Company's oil and gas business is not seasonal, except that sales of
natural gas peak during the winter heating season.

Year 2000 Issue

      Computer programmers and other designers of equipment that use
microprocessors have long abbreviated dates by eliminating the first two digits
of the year. The "Year 2000 Issue" stems from the concern that as the year 2000
approaches, many computer and equipment systems may be unable to distinguish
those years which begin with the numerals "20" from those years which begin with
the numerals "19," and, as a result, may not accurately process certain
date-based information. This inaccuracy could cause a variety of significant
operational problems for businesses.

      As of December 31, 1998, the Company's internal Year 2000 compliance plan
was fully implemented at a cost of $1,100. The Company had utilized both
internal and external resources to modify or replace the affected portions of
its computer and equipment systems and test the new and modified systems for
Year 2000 compliance. The Company has determined that its computer and equipment
systems do not interface with the computer and equipment systems of any of its
major suppliers, customers or financial institutions. However, the inability of
the Company's principal suppliers, customers or financial institutions to become
Year 2000 compliant in a timely manner could have a material adverse effect on
the Company's results of operation, liquidity or financial condition. The
Company does not have a contingency plan in place to specifically cover the
possibility that the Company's major suppliers, customers or financial
institutions will not achieve Year 2000 compliance in a timely manner.


                                       10
<PAGE>

                                    PART II.

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

(a) The following exhibits are included herein:

      2.2   Asset Purchase Agreement (the "Purchase Agreement"), dated September
            2, 1999, between the Company and Andrex Industries Corp. ("Andrex"),
            incorporated herein by reference to the Company's Current Annual
            Report on Form 8-K filed on September 17, 1999.

      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, statements of operations and statements of cash flow
            as of and for the Nine Months ended September 30, 1999, and is
            qualified in its entirety by reference to such financial statements.

(b)   1.    Company's Current Annual Report on Form 8-K regarding the
            September 2, 1999 acquisition of Andrex by the Company filed on
            September 17, 1999.

      2.    An amendment to the Company's Current Annual Report on Form 8-K,
            filed on November 16, 1999, filing the Financial Statements of
            Andrex and the Pro Forma Financial Information.


                                       11
<PAGE>

                                   SIGNATURES

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


LEVCOR INTERNATIONAL, INC.


Date    November 22, 1999                 Robert A. Levinson
        ----------------------         ----------------------------
                                       Robert A. Levinson
                                       Chairman of the Board,
                                       President and Secretary


Date    November 22, 1999                 Rudolph E. Bremser
        ----------------------         ----------------------------
                                       Rudolph E. Bremser
                                       Treasurer


                                       12