<SUBMISSION>
<ACCESSION-NUMBER>0000891554-01-502138
<TYPE>10QSB
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010228
<FILING-DATE>20010419
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NOVEX SYSTEMS INTERNATIONAL INC
<CIK>0000945634
<ASSIGNED-SIC>3272
<IRS-NUMBER>411759882
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>0531
</COMPANY-DATA>
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<FORM-TYPE>10QSB
<ACT>34
<FILE-NUMBER>000-26112
<FILM-NUMBER>1606799
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>16 CHERRY ST
<CITY>CLIFTON
<STATE>NJ
<ZIP>07014
<PHONE>9737772307
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<STREET1>16 CHERRY ST
<CITY>CLIFTON
<STATE>NJ
<ZIP>07014
</MAIL-ADDRESS>
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<TYPE>10QSB
<SEQUENCE>1
<FILENAME>d25482_form10-qsb.txt
<DESCRIPTION>FORM 10-QSB
<TEXT>

                                   FORM 10-QSB

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

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2001 or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________.

                        NOVEX SYSTEMS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                           New York 0-26112 41-1759882
                (State of Jurisdiction) (Commission (IRS Employer
                        File Number) Identification No.)

                   16 Cherry Street Clifton, New Jersey 07014
               (Address of Principal Executive offices) (Zip Code)

Registrant's telephone number, including area code 973-777-2307

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to filing requirements for the
past 90 days. Yes _X_  No ___.

The Company had 24,598,988 shares of its $.001 par value common stock and
1,390,388 shares of its $.001 par value preferred stock issued and outstanding
on February 28, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-Q    Incorporated Document
---------------------    ---------------------
Part II, Item 6          None


<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.

                                      Index

                                                                        Page No.
                                                                        --------
Part I   Financial Information

Item 1.  Financial Statements (Unaudited)

         Balance Sheet as of February 28, 2001..............................F-1

         Statements of Operations for the Three Months Ended
         February 28, 2001 and February 29, 2000 and for the
         Nine Months Ended February 28, 2001 and February
         29, 2000...........................................................F-2

         Statements of Cash Flows for the Nine Months Ended
         February 28, 2001 and February 29, 2000............................F-3

         Notes to Financial Statements .....................................F-4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..................................1

Part II  Other Information

Item 1.  Legal Proceedings....................................................4

Item 2.  Changes in Securities................................................4

Item 3.  Defaults Upon Senior Securities......................................5

Item 4.  Submission of Matters to a Vote of Security Holders..................5

Item 5.  Other Information....................................................5

Item 6.  Exhibits and Reports on Form 8-K.....................................5


                                       ii
<PAGE>

                                     PART I

                                                                        Page No.
                                                                        --------
Item 1.  Financial Statements (Unaudited)

         Balance Sheet as of February 28, 2001..............................F-1

         Statements of Operations for the Three Months Ended
         February 28, 2001 and February 29, 2000 and for the
         Nine Months Ended February 28, 2001 and February
         29, 2000...........................................................F-2

         Statements of Cash Flows for the Nine Months Ended
         February 28, 2001 and February 29, 2000............................F-3

         Notes to Financial Statements .....................................F-4


<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                                  BALANCE SHEET
                                FEBRUARY 28, 2001
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash                                                              $    46,035
  Accounts receivable, net                                              477,823
  Inventories                                                           424,858
  Prepaid expenses and other current assets                              53,939
                                                                    -----------

    TOTAL CURRENT  ASSETS                                             1,002,655

PROPERTY, PLANT AND EQUIPMENT, net of
 accumulated depreciation and amortization                            1,339,353

GOODWILL, net of accumulated amortization                               691,493

OTHER ASSETS                                                              7,565
                                                                    -----------

                                                                    $ 3,041,066
                                                                    ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Cash overdraft                                                    $    43,234
  Current portion of long term debt                                     216,514
  Note payable                                                          674,300
  Bank line of credit                                                   479,061
  Accounts payable                                                      690,164
  Loans payable - shareholders                                           83,390
  Accrued expenses and other current liabilities                         17,665
                                                                    -----------

    TOTAL CURRENT  LIABILITIES                                        2,204,328
                                                                    -----------

COMMITMENTS AND CONTINGENCY

LONG TERM DEBT, net of current portion                                  704,367

SHAREHOLDERS' EQUITY:
  Convertible preferred stock - $.001 par value
   10,000,000 shares authorized,
   1,390,388 shares issued and outstanding                            1,390,388
  Common stock - $0.001 par value
   50,000,000 shares authorized,
   24,598,988 shares issued
   and outstanding                                                       24,599
  Additional paid-in capital                                          6,039,820
  Accumulated deficit                                                (7,320,796)
  Deferred compensation                                                  (1,640)
                                                                    -----------

    TOTAL SHAREHOLDERS' EQUITY                                          132,371
                                                                    -----------

                                                                    $ 3,041,066
                                                                    ===========


                 See notes to consolidated financial statements


                                       F-1
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                       February 28 and 29,              February 28 and 29,
                                                   ----------------------------    ----------------------------
                                                       2001            2000            2001            2000
                                                   ------------    ------------    ------------    ------------
                                                    (Unaudited)    (Unaudited)      (Unaudited)    (Unaudited)
<S>                                                <C>             <C>             <C>             <C>
NET SALES                                          $    374,559    $    500,089    $  1,376,953    $  1,038,024
COST OF GOODS SOLD                                      228,432         342,637         893,140         667,325
                                                   ------------    ------------    ------------    ------------
GROSS PROFIT                                            146,127         157,452         483,813         370,699

SELLING, GENERAL AND ADMINISTRATIVE                     237,813         274,991         737,761         755,660
                                                   ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                    (91,686)       (117,539)       (253,948)       (384,961)
                                                   ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSES):
     Interest expense                                   (51,774)        (61,570)       (202,712)       (174,642)
     Amortization of debt discount                      (16,634)           --           (21,910)        (28,870)
                                                   ------------    ------------    ------------    ------------
         OTHER EXPENSES, net                            (68,408)        (61,570)       (224,622)       (203,512)
                                                   ------------    ------------    ------------    ------------

LOSS FROM CONTINUING OPERATIONS                        (160,094)       (179,109)       (478,570)       (588,473)

DISCONTINUED OPERATIONS:
     Loss from operations of Novex Canada                  --          (138,481)        (48,124)       (271,485)
     Loss on disposal of Novex Canada including
      operating losses during the phase
      out period of $102,190                               --              --          (229,056)           --
                                                   ------------    ------------    ------------    ------------
LOSS FROM DISCONTINUED OPERATIONS                          --          (138,481)       (277,180)       (271,485)
                                                   ------------    ------------    ------------    ------------

NET LOSS                                           $   (160,094)   $   (317,590)   $   (755,750)   $   (859,958)
                                                   ============    ============    ============    ============


NET LOSS PER COMMON SHARE, basic and diluted:
     Continuing operations                                (0.01)          (0.01)          (0.02)          (0.03)
     Discontinued operations                               --              --             (0.01)          (0.01)
                                                   ------------    ------------    ------------    ------------
NET LOSS PER COMMON SHARE, basic and diluted       $      (0.01)   $      (0.01)   $      (0.03)   $      (0.04)
                                                   ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING, basic and diluted           23,958,155      21,987,738      23,224,995      20,818,206
                                                   ============    ============    ============    ============
</TABLE>


                 See notes to consolidated financial statments.


                                      F-2
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                               February 28 and 29,
                                                                           --------------------------
                                                                              2001            2000
                                                                           -----------    -----------
                                                                            (Unaudited)    (Unaudited)
<S>                                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                 $  (755,750)   $  (859,958)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Provision for bad debts                                                    21,053           --
     Depreciation and amortization                                              97,961         43,574
     Common stock and options issued for payment
      of services and compensation                                               6,360         15,000
     Amortization of debt discount                                              21,910         28,870
  Changes in assets and liabilities, net of the effect from acquisition:
     Accounts receivable                                                        54,394       (248,788)
     Inventories                                                              (125,737)      (262,720)
     Prepaid and other current assets                                          (45,899)       (50,936)
     Net assets of discontinued operations                                     433,454        139,764
     Other assets                                                                3,880          8,611
     Accounts payable                                                           74,199        292,113
     Accrued interest                                                            5,751           --
     Accrued expenses and other current liabilities                            (34,968)       133,143
                                                                           -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                         (243,392)      (761,327)
                                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                         (424)          --
     Acquisition of business, net of cash acquired                            (108,588)      (800,000)
                                                                           -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES                                         (109,012)      (800,000)
                                                                           -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash overdraft                                                              2,937           --
     Due to factor                                                             (68,184)        21,418
     Proceeds from loans payable -  shareholders                                 9,092         31,925
     (Repayment of) proceeds from bank line of credit                         (222,249)       601,172
     Proceeds from debt financing                                              700,000        907,044
     Repayment of debt obligations                                             (73,442)          --
     Proceeds from the issuance of common stock                                 50,000           --
                                                                           -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      398,154      1,561,559
                                                                           -----------    -----------
NET INCREASE IN CASH                                                            45,750            232
CASH  AT BEGINNING OF YEAR                                                         285          1,788
                                                                           -----------    -----------
CASH AT END OF YEAR                                                        $    46,035    $     2,020
                                                                           ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid during the period for:
       Interest                                                            $   191,230    $   146,447
                                                                           ===========    ===========
       Income taxes                                                        $      --      $      --
                                                                           ===========    ===========
     Non-cash financing and investing activities:
       Conversion of debt and interest to equity                           $ 1,390,388    $ 1,033,500
                                                                           ===========    ===========
       Common stock issued for assets acquired                             $   137,000    $   260,000
                                                                           ===========    ===========
       Note payable issued for assets acquired                             $      --      $ 1,294,973
                                                                           ===========    ===========
</TABLE>


                 See notes to consolidated financial statements.


                                       F-3
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 NINE MONTHS ENDED February 28, 2001 (unaudited)

1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed financial statements 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 of 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) considered necessary for a fair presentation
     have been included. Operation results for the nine months ended February
     28, 2001 are not necessarily indicative of the result that may be expected
     for the year ended May 31, 2001. The unaudited condensed financial
     statements should be read in conjunction with the financial statements and
     footnotes thereto included in the Company's annual report on Form 10-K for
     the year ended May 31, 2000.

2.   LOSS PER SHARE

     Basic net loss per common share is computed by dividing net loss by the
     weighted average number of shares of common stock outstanding. For the nine
     months ended February 28, 2001 and February 29, 2000 diluted loss per share
     is the same as basic loss per share since the inclusion of stock options
     and warrants would be antidilutive.

3.   DISCONTINUED OPERATION

     In October and December 2000, the Company entered into agreements to sell
     the assets, except for accounts receivable and the Fiberforce trade name,
     of its subsidiary, Novex Systems International, Ltd. ("Novex Canada"), for
     approximately $245,300. The balance sheet, results of operations and cash
     flows for Novex Canada has been reclassified as discontinued operations for
     all periods presented.

     Summarized results of the discontinued operation is as follows:

                                  For the Nine Months Ended
                                     February 28 and 29,
                                  -------------------------
                                     2001           2000
                                  ---------       ---------

     Net Sales                    $ 100,643       $ 352,388
                                  =========       =========

     Loss from operations         $ (48,124)      $(271,485)
     Loss on disposal              (229,056)           --
                                  ---------       ---------
     Total loss on discontinued
       operations                 $(277,056)      $(271,485)
                                  =========       =========


                                       F-4
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 NINE MONTHS ENDED February 28, 2001 (unaudited)

4.   INVENTORIES

     Inventories were determined based on the perpetual inventory system and
     consisted of the following:

                                                    February 28, 2001
                                                    -----------------
     Raw Material                                        $114,079
     Finished Goods                                       310,779
                                                         --------
                                                         $424,858
                                                         ========

5.   NOTES PAYABLE

     The Company has a financing arrangement for $674,300, net of a debt
     discount of $25,700, that bears interest at 10% per annum and the principal
     plus interest is due on June 19, 2001. The note is secured by a
     subordinated security interest in Novex's property, plant and equipment. In
     addition, the Company issued 700,000 shares of restricted common stock to
     the note holder as consideration for the financing and has granted
     piggyback registration rights. The common stock was valued at $39,700 and
     amortization of debt discount of $14,000 has been recorded for the nine
     months ended February 28, 2001.

     On March 28, 2001, the Company raised an additional $50,000 from the same
     note holder, with the same terms as above, and issued 100,000 shares of
     restricted common stock. The common stock was valued at $3,050 and will be
     recorded as additional debt discount.

     On December 26, 2000, the Company's commercial bank notified the Company
     that they are no longer in default on their financing arrangement as result
     of paying approximately $444,000 on the bank credit facility.

6.   SHAREHOLDERS' EQUITY

     During August 2000, Novex issued 30,000 shares of restricted common stock
     for services rendered. The common stock was valued at $3,900 and recorded
     as consulting expense.

     In December 2000, the company issued 100,000 shares of restricted common
     stock for investor relation services. The common stock was valued at $4,100
     and $2,460 was recorded as consulting expenses with the remaining amount of
     $1,640 recorded as deferred compensation.

     During February 2001, the Company raised $50,000 from the sale of 625,000
     shares of restricted common stock.


                                       F-5
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 NINE MONTHS ENDED February 28, 2001 (unaudited)

7.   SEGMENT INFORMATION

     The Company adopted Statement of Financial Accounting Standards No. 131,
     Disclosures about Segments of an Enterprise and Related Information" ("SFAS
     131") as of June 1, 1997. SFAS 131 establishes standards for reporting
     information regarding operating segments in annual financial statements and
     requires selected information for those segments to be presented in interim
     financial reports issued to stockholders. SFAS 131 also establishes
     standards for related disclosures about products and services, and
     geographic areas. Operating segments are identified as components of an
     enterprise about which separate discrete financial information is available
     for evaluation by the chief operation decision maker or decision making
     group, in making decisions how to allocate resources and assess
     performance. Historically, the Company has viewed its operations as
     principally two segments, the fiber business and the Allied/Por-Rok
     business. During October 2000, the Company divested of its subsidiary (see
     Note 3), Novex Systems International, Ltd., and as a result, the chief
     operating decision-maker no longer receives discrete financial information
     about individual components of the Company's operations.

8.   ACQUISITION

     On August 1, 2000, the Company acquired certain assets from The Sta-Dri
     Company of Odenton, Maryland and the unaudited pro-forma results of
     operations of the Company and Sta-Dri, as if the acquisition occurred on
     June 1, 1999, have not been provided since they were not considered
     material to the financial statements.

9.   CONTINGENCY

     During fiscal 1997, a shareholder commenced an action against the Company
     and its former President to enjoin the Company and the former President
     from taking any action that would restrict the sale of common stock that he
     allegedly owns. In the opinion of management, this action is without merit
     and will not have a material adverse effect on the Companies financial
     position or results of operations.


                                       F-6
<PAGE>

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

     The following discussion and analysis should be read in conjunction with
the information contained in the Financial Statements and the Notes to the
financial statements appearing elsewhere in this Form 10-QSB. The Financial
Statements for the nine month period ended February 28, 2001, included in this
Form 10-QSB are unaudited; however, this information reflects all adjustments
(consisting solely of normal recurring adjustments), which are, in the opinion
of management, necessary to present a fair statement of the results for the
interim period. Results of Operations

Nine months ending February 28, 2000 vs. February 29, 2001

     Effective October 19, 2000, Novex discontinued the operations of its
subsidiary, Novex Canada and, therefore, sold certain assets used in the
manufacturing of concrete reinforcing fibers to Interstar Materials Inc. of
Quebec, Canada. Part of the proceeds were used to pay off the outstanding
balance on the equipment loan from Montcap Financial Corporation. The remaining
cash proceeds were used to pay down debts. The company sold the remaining
manufacturing equipment and closed the Mississauga, Ontario plant in December
2000. Novex will retain ownership of its proprietary concrete enhancing
admixture, all accounts receivable and the Fiberforce trade name. Novex will
continue to use the Fiberforce trade name to promote sales of one particular
type of concrete-reinforcing fiber that Novex will continue to market to The
Home Depot and other home improvement centers and retail outlets.

     In the nine month period ended February 28, 2001, Novex had net sales of
$1,376,953 versus $1,038,024 in the corresponding nine month period in 2000.
Cost of goods sold in this period was $893,140 which was approximately 65% of
gross revenues, versus 64% in 2000. Novex incurred general and administrative
costs of $737,761, which resulted in a loss from operations of $253,948 in this
period. In this period, Novex incurred $202,712 in interest expense including
$21,910 of amortization of debt discount.

     Included in the general and administrative costs were approximately $15,000
of non-recurring expenses relating to the sale of Novex's Canadian operation.
The increase in sales, cost of goods sold and general operating expenses during
this period was attributable primarily to the company's improvement of its sales
and marketing efforts.

     On February 28, 2001, Novex had $1,002,655 in current assets which
consisted primarily of inventory of $424,858 and accounts receivable of
$477,823. The company's property, plant and equipment was $1,339,353 net of
accumulated depreciation of $121,387 and goodwill of $691,493 net of accumulated
amortization of $65,339. These increases were directly attributable to Novex's
purchase of certain assets from Sta-Dri and were offset by the sale of property
and equipment and the write-off of goodwill by Novex Canada to discontinued
operations which had net carrying values of $53,000 and $285,730, respectively.


<PAGE>

     As a result of the sale on October 19 of the Canadian operations, Novex
recognized a loss on disposal of $126,866. Of the $245,332 received from the
sale of these operations, approximately $200,000 was used for operations. The
balance will be used to pay off the liabilities of the subsidiary. Novex does
not expect the discontinued operations of its Canadian subsidiary to have any
further impact on future operations.

Three months ending February 28, 2001 vs. February 29, 2000

     In the three month periods ending February 28, 2001, and February 29, 2000,
net sales were $374,559 and $500,089, respectively. In the three month period
ending February 28, 2001, the Company generated a loss from operation of
$160,094. Also, on February 28, 2001, the company had approximately $130,000 of
unshipped orders which the company expects to realize a 39% gross profit margin
on these sales, or a $50,700 gross profit.

     In the third quarter of fiscal year May 31, 2001, Novex experienced an
increase in its gross margin for the three months ending February 28, 2001 to
39% versus 32% for the three months ended February 29, 2000. This increase was
mostly attributable to the increase in sale volume of the Novex's newly acquired
Sta-Dri masonry waterproofing product line which generates higher margins than
the products sold by Novex's former Canadian operation.

     In the three months ending February 28, 2001, Novex experienced a decrease
in its selling, general and administrative costs to $237,813 as compared to
$274,991 in the same period in the previous year. The decrease was attributable
to lower general and administrative costs resulting from the discontinuation of
the company's Canadian operation.

     Because Novex decreased its revolving line of credit to fund its operations
it incurred lower interest charges of $51,774 versus $61,570 in the same period
in the previous year.

Liquidity and Financial Resources at February 28, 2001

     As of February 28, 2001, Novex had $2,204,328 in current liabilities. Of
this amount, $479,061 was the balance on Novex's secured revolving line of
credit with Dime Commercial Corp. which is used to fund the Company's
operations. It had accounts payable of $690,164 accrued expenses of $17,665 and
a cash overdraft of $43,214. The loans from shareholders of $83,390 consists of
a loan made by Novex's current President, Daniel W. Dowe, in June and July, 1999
to assist Novex with its operating cash flow needs before acquiring the Por-Rok
Unit and opening the line of credit with Dime Commercial Corp. and the remaining
balance of $30,000 that is owed on a downpayment of $72,000 that Mr. Dowe made
at the Sta-Dri acquisition. The $72,000 paid by Mr. Dowe to the former Sta-Dri
shareholders was in the form of a check that was secured by 350,000 shares of
common stock owned by Mr. Dowe.


                                       2
<PAGE>

Mr. Dowe has entered into an agreement with Novex's board of directors to have
the loan repaid without interest. There is no agreement between Novex's board of
directors and Mr. Dowe to repay the loan on a specified date. However, if Novex
has adequate cash on hand after it finances another acquisition, or if it
becomes profitable, Novex and Mr. Dowe will agree to a mutually acceptable
payment plan. At the present time, Mr. Dowe has agreed to allow Novex time to
repay the loan with no set conditions for repayment.

     On December 21, 2000, the Registrant obtained from a private investor a
six-month secured bridge loan in the amount of $600,000 (the "Bridge Note"). The
Bridge Note bears interest at a rate of 10% per annum. In exchange for the
bridge financing, the Registrant issued 600,000 shares of its common stock to
the investor. On February 21, 2001, the same private investor made an additional
bridge loan of $100,000 for which he received 100,000 shares of common stock.
The terms of the additional bridge loans are identical to those of the original
Bridge Note. He also made an equity investment of $50,000 on February 1, 2001
for which he received 625,000 shares of the Registrant's common stock.

     The current and long-term portion of long-term debt consists of a three
year term loan and put warrant totaling, $795,880 net of a debt discount of
$9,900 that was made by Dime Commercial Corp. to enable the Company to acquire
the Por-Rok Unit in August 1999 (the "Dime Note"). The remaining portion of the
purchase price for the Por-Rok Unit was paid with the Sherwin-Williams Note
totaling $1,281,350 which has been converted into 1,390,388 preferred shares.
Included in the current portion of long-term debt is a debenture payable for
$125,000 that is past due as it matured on May 31, 1999. This $125,000 note is
the remaining balance on a bridge loan of $250,000 that was purchased by Novex'
largest shareholder, which is a private equity fund managed by Quilcap
Corporation.

     The Dime Note is secured by all the assets that are located at the Por-Rok
operation at 16 Cherry Street, Clifton, New Jersey. These assets include the
land (1.58 acres), the main manufacturing building and the two warehouses,
including all the equipment in these buildings and all trademarks owned by
Novex. In addition, the revolving line of credit that Novex has with Dime is
secured by the accounts receivable generated at the Por-Rok unit and all
inventory. The Bridge Note is also secured by the same assets as, and is
subordinated to, the Dime Note.

     For the period ended February 28, 2001, gross profit percentage has
increased and selling, general and administrative expenses have decreased when
compared to the same period ended February 29, 2000. The increase in the gross
profit percentage has resulted in lower levels of inventory, interest and
accrued expenses. While the Company expects the current negative operating cash
flows to decrease, unless Novex's sales volume increases, the company will not
have sufficient cash flow to cover its operating, investing and debt payment
requirements. Therefore, Novex has developed plans to improve profitability and
cash flows and to raising capital, if necessary.


                                       3
<PAGE>

     To improve Novex's profitability, management has undertaken a number of
initiatives to increase sales and reduce expenses. For example, Novex has issued
a new price list and freight policy that became effective June 1, 2000. The new
price list has improved Novex's margins on sales of its Por-Rok products and the
new freight policy passes all outgoing freight charges to the customers. In
addition, management is aggressively pursuing sales of the Por-Rok and Sta-Dri
products to large home center stores and major cooperative retailers of building
materials.

     To improve cash flow, Novex is working to procure more favorable payment
terms from vendors by extending the payment due date for raw materials and
supplies used in manufacturing. These vendors have extended only limited credit
to Novex. At the time, the limited credit terms increased our use of cash for
operations. In addition, the discontinuation of Novex' Canadian operations on
October 19, 2000 will improve cash flow since this unit was operating on a net
negative cash flow basis.

Inflation and Changing Prices

     Novex does not foresee any risks associated with inflation or substantial
price increase in the near future. In addition, the raw materials that are used
by Novex in the manufacturing of its materials are available locally through
many sources and are for the most part commodity products. For these reasons,
while Novex will always have exposure to inflationary risks, it does not believe
that inflation will have any materially significant impact on its operations in
the near future.

Part II  Other Information

Item 1.  Legal Proceedings

     On August 12, 1997, a shareholder who was once a director and officer of
Novex ("the Plaintiff") commenced an action against Novex and its former
president, Mr. A. Roy Macmillan, to enjoin Novex from taking any action that
would restrict the sale of up to 300,000 shares of common stock that he
allegedly owns and for the costs he will incur to conduct the lawsuit. He has
not asked for, nor does Novex expect him to ask for, damages. The Plaintiff has
since named Novex's current president, Mr. Dowe, in the lawsuit. The Plaintiff
has no other affiliation with Novex other than for being a shareholder. The
plaintiff submitted a motion for summary judgment which the court denied. Novex
has raised several defenses to this action and believes that plaintiff's claims
are without merit. Novex has also asserted multiple counterclaims against the
plaintiff alleging that he caused the company to issue to himself and others
stock for work that was never done and at a time when current management
believes that fraudulent activities were being undertaken which caused he
company's stock price to be overinflated. Plaintiff claims that he received
stock as compensation for services rendered. When Novex investigated the matter
it found virtually no records of any tangible service. These actions and
omissions caused the U.S. Securities and Exchange Commission in or about 1997 to
commence an investigation of the company, then known as Stratford Acquisition
Corp. It is Novex's understanding that the investigation is still pending and
the Company has no information as to what action, if any, the SEC may take
pursuant to the investigation. Mel Greenspoon vs. Stratford Acquisition
Corporation, et. al., Ontario Court (General Division), Index No. 97-CV-126814.


                                       4
<PAGE>

Item 2.  Changes in Securities.

     During this quarter, the Registrant issued 700,000 shares of its common
stock to a private investor who made a bridge loan to the company totaling
$700,000. The same investor purchased an additional 625,000 shares of common
stock for $50,000. The Registrant also issued 100,000 shares to an individual
for investor relations services to be provided.

Item 3.  Defaults Upon Senior Securities

     On September 1, 2000, Dime Commercial Corp. issued a formal default notice
to the company and demanded full payment of its two notes. The default notice
was retracted on December 26, 2000, as a result of the Registrant's payment of
approximately $444,000 on the Dime's credit facility. The funds to pay down the
loans were made available in part through the sale of the Registrant's Canadian
facility as well as through a six-month secured bridge loan which the company
received from a private investor on December 21, 2000.

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

None.


                                       5
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Novex Systems International Incorporated has duly caused
this report to be signed on its behalf by the undersigned person who is duly
authorized to sign on behalf of the Registrant and as chief accounting officer.


NOVEX SYSTEMS INTERNATIONAL, INC.


By: /s/ Daniel W. Dowe
    -----------------------------------------
        Daniel W. Dowe
        President and Chief Executive Officer


Date: April 19, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
