
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                  SCHEDULE 13D/A

                            -------------------------

             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                                (NAME OF ISSUER)

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                   670019 10 8
                                 (CUSIP NUMBER)

                                Hank Gracin, Esq.
                               Lehman & Eilen LLP
                      50 Charles Lindbergh Blvd., Suite 505
                            Uniondale, New York 11553
                                 (516) 222-0888
              (NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
                      TO RECEIVE NOTICES AND COMMUNICATION)

                If the filing person has previously filed a statement on
Schedule 13G to report the Acquisition which is the subject of this Schedule
13D, and is filing this schedule because of ss.ss.240.13d-1(f) or 240.13d(g),
check the following box: / /

                Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See ss.
24013d-7 for other parties to whom copies are to be sent.

       The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

       The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE>
CUSIP NO. 670019 10 8                   13D                   Page 2 of 10 Pages

1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Little Wing, L.P., 13-3778596
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
         (a)  / /
         (b)  /X/
3.       SEC USE ONLY
4.       SOURCE OF FUNDS: WC
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEM 2(D) OR 2(E): /  /
6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
7.       SOLE VOTING POWER:                                             0 shares
8.       SHARED VOTING POWER:                                   2,987,130 shares
9.       SOLE DISPOSITIVE POWER:                                        0 shares
10.      SHARED DISPOSITIVE POWER:                              2,987,130 shares
11.      AGGREGATE AMOUNT BENEFICIALLY
         OWNED BY EACH REPORTING PERSON:                        2,987,130 shares
12.      CHECK BOX IF THE AGGREGATE AMOUNT
         IN ROW (11) EXCLUDES CERTAIN SHARES:*  / /
13.      PERCENT OF CLASS REPRESENTED BY
         AMOUNT IN ROW (11):                                               12.9%
14.      TYPE OF REPORTING PERSON*:                                           PN

<PAGE>
CUSIP NO. 670019 10 8                   13D                   Page 3 of 10 Pages

1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Little Wing Too, L.P., 06-1520333
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
         (a)  /  /
         (b)  /X/
3.       SEC USE ONLY
4.       SOURCE OF FUNDS: WC
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEM 2(D) OR 2(E): /  /
6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
7.       SOLE VOTING POWER:                                             0 shares
8.       SHARED VOTING POWER:                                           0 shares
9.       SOLE DISPOSITIVE POWER:                                        0 shares
10.      SHARED DISPOSITIVE POWER:                                      0 shares
11.      AGGREGATE AMOUNT BENEFICIALLY
         OWNED BY EACH REPORTING PERSON:                                0 shares
12.      CHECK BOX IF THE AGGREGATE AMOUNT
         IN ROW (11) EXCLUDES CERTAIN SHARES:*  / /
13.      PERCENT OF CLASS REPRESENTED BY
         AMOUNT IN ROW (11):                                                  0%
14.      TYPE OF REPORTING PERSON*:                                           PN

<PAGE>
CUSIP NO. 670019 10 8                     13D                 Page 4 of 10 Pages

1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Tradewinds Fund Ltd.
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
         (a)  /  /
         (b)  /X/
3.       SEC USE ONLY
4.       SOURCE OF FUNDS: WC
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEM 2(D) OR 2(E): /  /
6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
7.       SOLE VOTING POWER:                                             0 shares
8.       SHARED VOTING POWER:                                   1,854,439 shares
9.       SOLE DISPOSITIVE POWER:                                        0 shares
10.      SHARED DISPOSITIVE POWER:                              1,854,439 shares
11.      AGGREGATE AMOUNT BENEFICIALLY
         OWNED BY EACH REPORTING PERSON:                        1,854,439 shares
12.      CHECK BOX IF THE AGGREGATE AMOUNT
         IN ROW (11) EXCLUDES CERTAIN SHARES:*  / /
13.      PERCENT OF CLASS REPRESENTED BY
         AMOUNT IN ROW (11):                                                8.0%
14.      TYPE OF REPORTING PERSON*:                                           CO

<PAGE>
CUSIP NO. 670019 10 8                    13D                  Page 5 of 10 Pages

1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Quilcap Corp., 13-3780878
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
         (a)  /  /
         (b)  /X/
3.       SEC USE ONLY
4.       SOURCE OF FUNDS: WC
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEM 2(D) OR 2(E): /  /
6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
7.       SOLE VOTING POWER:                                             0 shares
8.       SHARED VOTING POWER:                                   2,987,130 shares
9.       SOLE DISPOSITIVE POWER:                                        0 shares
10.      SHARED DISPOSITIVE POWER:                              2,987,130 shares
11.      AGGREGATE AMOUNT BENEFICIALLY
         OWNED BY EACH REPORTING PERSON:                        2,987,130 shares
12.      CHECK BOX IF THE AGGREGATE AMOUNT
         IN ROW (11) EXCLUDES CERTAIN SHARES:*  / /
13.      PERCENT OF CLASS REPRESENTED BY
         AMOUNT IN ROW (11):                                               12.9%
14.      TYPE OF REPORTING PERSON*:                                           CO

<PAGE>
CUSIP NO. 670019 10 8                    13D                  Page 6 of 10 Pages

1.       NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                  Quilcap International Corp., 13-3868725
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
         (a)  /  /
         (b)  /X/
3.       SEC USE ONLY
4.       SOURCE OF FUNDS: WC
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEM 2(D) OR 2(E): /  /
6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
7.       SOLE VOTING POWER:                                             0 shares
8.       SHARED VOTING POWER:                                   1,854,439 shares
9.       SOLE DISPOSITIVE POWER:                                        0 shares
10.      SHARED DISPOSITIVE POWER:                              1,854,439 shares
11.      AGGREGATE AMOUNT BENEFICIALLY
         OWNED BY EACH REPORTING PERSON:          1,854,439 shares
12.      CHECK BOX IF THE AGGREGATE AMOUNT
         IN ROW (11) EXCLUDES CERTAIN SHARES:*  / /
13.      PERCENT OF CLASS REPRESENTED BY
         AMOUNT IN ROW (11):                                                8.0%
14.      TYPE OF REPORTING PERSON*:                                           CO

<PAGE>
CUSIP NO. 670019 10 8                  13D                    Page 7 of 10 Pages

Item 1.           Security and Issuer.

         The title of the class of equity security to which this statement
relates is the common stock, par value $.001 per share ("Common Stock") of Novex
Systems International, Inc., a New York corporation (the "Issuer"), whose
principal executive offices are located at 16 Cherry Street, Clifton, New Jersey
07014.

Item 2.           Identity and Background.

                  (a) The filing of this Schedule 13D is made by: (i) Little
Wing, L.P. ("Little Wing"), a Delaware limited partnership; (ii) Little Wing
Too, L.P. ("Little Wing Too") a Delaware limited partnership; (iii) Tradewinds
Fund Ltd. ("Tradewinds"), a British Virgin Islands corporation; (iv) Quilcap
Corp. ("Quilcap"), a Delaware corporation which is the General Partner of Little
Wing and Little Wing Too, respectively; and (v) Quilcap International Corp.
("Quilcap International") a Delaware corporation which is the Investment Manager
for Tradewinds.

                  (b) The address of Little Wing is c/o Quilcap Corp., 153 East
53rd Street, Suite 2600, New York, New York 10022. Little Wing Too, Tradewinds,
and Quilcap International all share the same address with Little Wing and
Quilcap Corp.

                  (c) (i) The principal business of Little Wing and Little Wing
Too is that of a private investment entity engaging in the purchase and sale of
securities; (ii) the principal business of Quilcap is serving as General Partner
of Little Wing and Little Wing Too; (iii) the principal business of Tradewinds
is that of private investment entities engaging in the purchase and sale of
securities; (iv) the principal business of Quilcap International is serving as
Investment Manager for various entities, including Tradewinds.

                  (d) None of the persons referred to in subparagraph(a) above
has, during the last five (5) years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

                  (e) None of the persons referred to in subparagraph (a) above
has, during the last five (5) years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order

<PAGE>
CUSIP NO. 670019 10 8                    13D                  Page 8 of 10 Pages

enjoining future violations or, prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.

Item 3.           Source and Amount of Funds or Other Consideration

                  Not applicable.

Item 4.           Purpose of the Transaction

         Little Wing, L.P., Little Wing Too, L.P. and Tradewinds (the "Reporting
Entities") have acquired an equity interest in the Issuer for investment
purposes only. The Reporting Entities intend to review their investment in the
Common Stock on a regular basis and, depending upon changes in their analysis of
the Issuer, general economic and market conditions, investment opportunities and
other factors, including applicable legal constraints, the Reporting Entities
may at any time determine to increase or decrease the amounts of their
investment in the Common Stock. The Reporting Entities reserve the right to
acquire additional Common Stock, to dispose of some or all of the Common Stock
beneficially owned by them either in the open market, in privately negotiated
transactions or otherwise, or to take such other action or actions with respect
to the Common Stock as they deem advisable. The determination of the Reporting
Entities to seek to acquire additional shares of Common Stock will depend on
various factors including but not limited to, the availability of additional
Common Stock for purchase at what the Reporting Entities consider to be
reasonable prices, the terms and conditions available for such purchasers and
other investment opportunities.

         Except as described above, the Reporting Entities have no specific plan
or proposal that would result in any actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D. Notwithstanding the foregoing, representatives of
the Reporting Entities may communicate and ultimately meet with members of the
Issuer's management and with other shareholders of the Issuer respecting the
performance of the Issuer's management and possible ways in which shareholder
value can be maximized.

Item 5.           Interest in Securities of the Issuer

                  (a) As of November 30, 2000, Little Wing, L.P. beneficially
owned 2,987,130 shares of Common Stock constituting approximately 12.9% of the
shares outstanding based on the Issuer's Form 10-Q for the period ended November
30, 2000. Little Wing engaged in no transactions in the Issuer's Common Stock
during the period commencing 60 days prior to the filing date of this Report.

                  (b) As of November 30, 2000, Little Wing Too, L.P.
beneficially owned no shares

<PAGE>
CUSIP NO. 670019 10 8                    13D                  Page 9 of 10 Pages

of Common Stock constituting 0% of the shares outstanding based on the Issuer's
Form 10-Q for the period ended November 30, 2000. Little Wing Too, L.P. engaged
in no transactions in the Issuer's Common Stock during the period commencing 60
days prior to the filing date of this Report.

                  (c) As of November 30, 2000, Tradewinds beneficially owned
1,854,439 shares of Common Stock constituting approximately 8.0% of the shares
outstanding based on the Issuer's Form 10-Q for the period ended November 30,
2000. Tradewinds engaged in no transactions in the Issuer's Common Stock during
the period commencing 60 days prior to the filing date of this Report.

                  (d) Little Wing, L.P. and Little Wing Too, L.P. each have the
power to vote and dispose of their respective Common Shares, which power may be
exercised by Mr. Parker Quillen, as President of Quilcap Corp., the general
partner of both entities. Tradewinds has the power to vote and dispose of its
Common Shares, which power may be exercised by Mr. Parker Quillen, as President
of Quilcap International, the investment manager of Tradewinds.

Item 6.           Contracts, Arrangements, Understandings or
                  Relationships with Respect to Securities of the Issuer

                  Not applicable.

Item 7.           Material to be Filed as Exhibits

                  Not applicable.

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CUSIP NO. 670019 10 8                  13D                   Page 10 of 10 Pages

                                   Signatures

         After reasonable inquiry and to the best of his and its knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.

Dated: As of February 12, 2001

LITTLE WING, L.P.                             QUILCAP CORP.
By:    Quilcap Corp.,
       General Partner

By: /s/ Parker Quillen                        By: /s/ Parker Quillen
        ------------------------                  -------------------------
       Parker Quillen, President                  Parker Quillen, President

TRADEWINDS FUND LTD.                          QUILCAP INTERNATIONAL CORP.
By:    Quilcap International Corp.

By: /s/ Parker Quillen                        By: /s/ Parker Quillen
        -------------------------                 -------------------------
        Parker Quillen, President                 Parker Quillen, President

LITTLE WING TOO, L.P.
By:     Quilcap Corp.,
        General Partner

By: /s/ Parker Quillen
    -------------------------
    Parker Quillen, President

