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 NOVEMBER 30, 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  26,225,775  shares of its $.001  par value  common  stock and
1,529,426  shares of its $.001 par value  preferred stock issued and outstanding
on November 30, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-Q                       Incorporated Document
---------------------                       ---------------------

Part II, Item 6                             None





                       NOVEX SYSTEMS INTERNATIONAL, INC.

                                     Index

                                                                        Page No.
                                                                        --------

Part I   Financial Information

Item 1.  Financial Statements (Unaudited)

         Balance Sheet as of November 30, 2001 .............................F-1

         Statements of Operations for the
         six months ended November 30, 2001 and
         November 30, 2000..................................................F-2

         Statements of Cash Flows for the
         six months ended November 30, 2001 and
         November 30, 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................................................5

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








                                     PART I


                                                                        Page No.
                                                                        --------

Item 1.  Financial Information (Unaudited)

         Balance Sheet as of November 30, 2001 .............................F-1

         Statements of Operations for the
         six months ended November 30, 2001 and
         November 30, 2000..................................................F-2

         Statements of Cash Flows for the
         six months ended November 30, 2001 and
         November 30, 2000..................................................F-3

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





                        NOVEX SYSTEMS INTERNATIONAL, INC.
                                  BALANCE SHEET
                                NOVEMBER 30, 2001



                                                                       
                                     ASSETS

CURRENT ASSETS:
     Accounts receivable, net of allowance for doubtful
         accounts of $73,256                                              $   533,820
     Inventories                                                              145,078
     Prepaid expenses and other current assets                                 96,725
                                                                          -----------

         Total Current Assets                                                 775,623

PROPERTY, PLANT AND EQUIPMENT - at cost, net                                1,274,580

GOODWILL - at cost, net                                                       653,510
                                                                          -----------

                                                                          $ 2,703,713
                                                                          ===========


                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
     Cash overdraft                                                       $   109,771
     Current portion of long term debt                                      1,768,531
     Bank line of credit                                                      429,147
     Accounts payable                                                         568,826
     Loans payable -  shareholder                                              18,000
     Accrued preferred stock dividend payable                                  53,082
     Accrued expenses and other current liabilities                           209,189
                                                                          -----------

         Total Current Liabilities                                          3,156,546
                                                                          -----------

COMMITMENTS AND CONTINGENCY

SHAREHOLDERS' DEFICIENCY:
     Preferred stock -  $0.001 par value, 10,000,000 shares authorized,
         1,529,426 shares issued and outstanding                            1,529,426
     Common stock -  $0.001 par value, 50,000,000 shares authorized,
         26,555,187 shares issued and outstanding                              26,555
     Additional paid-in capital                                             6,361,775
     Accumulated deficit                                                   (8,370,589)
                                                                          -----------

         Total shareholders' deficiency                                      (452,833)
                                                                          -----------

                                                                          $ 2,703,713
                                                                          ===========



                       See notes to financial statements.

                                       F-1





                        NOVEX SYSTEMS INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS




                                                                            Three Months Ended              Six Months Ended
                                                                               November 30,                    November 30,
                                                                       ----------------------------    ----------------------------
                                                                           2001            2000            2001            2000
                                                                       ------------    ------------    ------------    ------------
                                                                        (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)

                                                                                                           
NET SALES                                                              $    583,855    $    504,561    $  1,179,554    $  1,002,394
COST OF GOOD SOLD                                                           305,412         351,401         669,924         664,708
                                                                       ------------    ------------    ------------    ------------
GROSS PROFIT                                                                278,443         153,160         509,630         337,686

SELLING, GENERAL AND ADMINISTRATIVE                                         306,260         266,404         590,296         499,948
                                                                       ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                                        (27,817)       (113,244)        (80,666)       (162,262)
                                                                       ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSES):
     Interest expense                                                       (61,649)        (69,017)       (126,655)       (150,938)
     Amortization of debt discount                                          (10,345)         (2,638)        (38,016)         (5,276)
     Gain on change in valuation of put warrant                               9,588              --          12,867              --
                                                                       ------------    ------------    ------------    ------------
         OTHER EXPENSES, net                                                (62,406)        (71,655)       (151,804)       (156,214)
                                                                       ------------    ------------    ------------    ------------

LOSS FROM CONTINUING OPERATIONS                                             (90,223)       (184,899)       (232,470)       (318,476)
                                                                       ------------    ------------    ------------    ------------

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

NET LOSS                                                                    (90,223)       (413,955)       (232,470)       (595,656)

LESS: PREFERRED STOCK DIVIDEND                                               53,082              --          76,254              --
                                                                       ------------    ------------    ------------    ------------

NET LOSS TO COMMON SHAREHOLDERS                                        $   (143,305)   $   (413,955)   $   (308,724)   $   (595,656)
                                                                       ============    ============    ============    ============

LOSS PER COMMON SHARE, basic and diluted:
     From continuing operations                                                  --           (0.01)          (0.01)          (0.02)
     From discontinued operations                                                --           (0.01)             --           (0.01)
                                                                       ------------    ------------    ------------    ------------

TOTAL LOSS PER COMMON SHARE, basic and diluted                         $         --    $      (0.02)   $      (0.01)   $      (0.03)
                                                                       ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING, basic and diluted                               26,307,181      23,143,988      25,606,898      22,834,425
                                                                       ============    ============    ============    ============



                       See notes to financial statements.

                                       F-2





                        NOVEX SYSTEMS INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS




                                                                                           Six Months Ended
                                                                                             November 30,
                                                                                     ---------------------------
                                                                                         2001            2000
                                                                                     -----------     -----------
                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                                 (Unaudited)    (Unaudited)
     Net loss                                                                        $  (232,470)    $  (595,656)
     Adjustments to reconcile net loss to net cash
         (used in) provided by operating activities:
            Provision for bad debts                                                       23,419          12,955
            Depreciation and amortization                                                 71,056          63,996
            Gain on change in valuation of put warrant                                   (12,867)             --
            Common stock issued for services                                              24,753           3,900
            Amortization of debt discount                                                 38,016           5,276
     Changes in assets and liabilities, net of the effect from acquisition and
         disposition:
            Accounts receivable                                                         (254,590)         67,770
            Inventories                                                                   59,176         (83,834)
            Prepaid and other current assets                                             (69,653)        (55,682)
            Net liabilities of discontinued operations                                        --         391,204
            Other assets                                                                      --           3,880
            Accounts payable                                                              57,261         280,536
            Accrued expenses and other current liabilities                                93,215         142,685
                                                                                     -----------     -----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                     (202,684)        237,030
                                                                                     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITY:
         Acquisition of business, net of cash acquired                                        --        (108,588)
                                                                                     -----------     -----------
CASH USED IN INVESTING ACTIVITY                                                               --        (108,588)
                                                                                     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Cash overdraft                                                                   81,428           7,358
         Due to factor                                                                        --         (68,184)
         (Repayment of ) proceeds from loans payable - shareholders                      (11,150)         33,093
         Repayment of bank line of credit                                                (27,261)        (44,988)
         Proceeds from notes payable                                                      25,000              --
         Repayment of debt obligations                                                   (46,333)        (56,006)
         Proceeds from the sale of common stock                                          181,000              --
                                                                                     -----------     -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                202,684        (128,727)
                                                                                     -----------     -----------

NET DECREASE IN CASH                                                                          --            (285)

CASH AT BEGINNING OF YEAR                                                                     --             285
                                                                                     -----------     -----------

CASH AT END OF PERIOD                                                                $        --     $        --
                                                                                     ===========     ===========


SUPPLEMENTAL CASH FLOW INFORMATION:
         Cash paid during the period for:
                Interest                                                             $    88,691     $   133,447
                                                                                     ===========     ===========
                Income taxes                                                         $        --     $        --
                                                                                     ===========     ===========
         Non-cash flow and investing and financing activities:
                Conversion of debt to equity                                         $    42,868     $ 1,390,388
                                                                                     ===========     ===========
                Common stock issued for assets acquired                              $        --     $   137,000
                                                                                     ===========     ===========
                Common stock issued for future services                              $    18,903              --
                                                                                     ===========     ===========
                Preferred stock dividend                                             $    75,892     $        --
                                                                                     ===========     ===========



                       See notes to financial statements.

                                       F-3





                        NOVEX SYSTEMS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED NOVEMBER 30, 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 three months ended November
     30, 2001 are not necessarily  indicative of the result that may be expected
     for the  year  ended  May  31,  2002.  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, 2001.

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 six
     months ended  November 30, 2001 and 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  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:

                                                Six Months Ended November 30,
                                                ----------------------------
                                                     2001          2000
                                                   --------      --------
     Net sales                                         --         100,643
                                                   ========      ========
     Loss from operations                              --         (48,124)
     Loss on disposal                                  --        (229,056)
                                                   --------      --------
     Total loss on discontinued operations             --        (277,180)
                                                   ========      ========


                                       F-4





                        NOVEX SYSTEMS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED NOVEMBER 30, 2001
                                   (unaudited)


4.   INVENTORIES

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


                                            November 30, 2001
                                            -----------------

              Raw Material                      $ 113,185

              Finished Goods                       31,893
                                                ---------
                                                $ 145,078
                                                =========

5.   SHAREHOLDERS' DEFICIENCY

     As of November  30,  2001,  the Company  raised  $153,000  from the sale of
     1,020,001 shares of restricted common stock. Included in the sale of common
     stock were  warrants,  which  provide  the right to  purchase  one share of
     common stock for every three shares of common stock purchased. The warrants
     have an exercise  price of $0.20 per share and they expire three years from
     the date of  issuance.  The  warrants  exercise  prices were granted at the
     quoted market price.

     During the six months ended  November 30, 2001,  the Company issued 136,000
     shares of common stock in  consideration  for  financing  of $136,000  that
     occurred in the fiscal year ended May 31,  2001.  As a result,  the Company
     valued the common  stock based on the quoted  market  price and  recorded a
     debt discount of $19,040.  In addition,  the Company  converted  $42,868 of
     loan and interest  from a  shareholder  into 285,786  shares of  restricted
     common stock.

     As of November 30, 2001,  the Company  issued  139,038  shares of preferred
     stock as payment of accrued preferred stock dividend.

     In November 2001,  the company  issued 329,412 shares of restricted  common
     stock for $28,000.

     In October 2001,  the Company  issued  65,000  shares of restricted  common
     stock for services, which was valued at the quoted market price of $0.09 or
     $5,850.

     On September 15, 2001, the Company granted 25,000 employee stock options at
     an exercise price of $0.20,  which was above the quoted market price on the
     date of grant. The employee stock options expire on September 15, 2004.


                                       F-5





                        NOVEX SYSTEMS INTERNATIONAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED NOVEMBER 30, 2001
                                   (unaudited)


     During August 2001, the Company  issued 70,000 shares of restricted  common
     stock and 75,000 warrants for future consulting services.  The common stock
     was valued at the quoted market price of $0.12 or $8,400. The warrants were
     valued at  $10,503,  which was based on the  Black-Scholes  option  pricing
     model with the following  assumptions used: annual dividend of $0; expected
     volatility of 217%;  risk-free  interest rate of 3.5%; and an expected life
     of 3 years.  The Company  has  recorded  the value of the common  stock and
     warrant to prepaid  expense and will  amortize the amounts over the life of
     the service period.

     On June 1, 2001, the Company granted 100,000 stock options to a director of
     the  Company  with an  exercise  price of $0.20 and will  expire on June 1,
     2004.  In  addition,  the  Company  granted  61,805  stock  options  to its
     employees  with an  exercise  price of $0.25 and will  expire on October 1,
     2003. The options exercise prices were granted at the quoted market price.

6.   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  Company's  financial
     position or results of operations.

7.   RECENT ACCOUNTING PRONOUNCEMENT

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or Disposal of Long-Lived  Assets.  SFAS No. 144  supercedes  SFAS No. 121,
     Accounting  for the  Impairment  of  Long-Lived  Assets and for  Long-Lived
     Assets to be Disposed of, and the  reporting  provisions of APB Opinion No.
     30,  Reporting the Results of Operation - Reporting the Effects of Disposal
     of a Segment of a Business  and  Extraordinary,  Unusual  and  Infrequently
     Occurring  Events  and  Transactions  for the  Disposal  of a Segment  of a
     Business.  SFAS No. 144 is  effective  for  fiscal  years  beginning  after
     December 15, 2001. The Company is in the process of analyzing the impact of
     the adoption of this statement on its financial statements.


                                       F-6





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 six month period ended  November 30, 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

Six months ending November 30, 2000 vs. November 30, 2001

     In the six month  period ended  November  30, 2001,  Novex had net sales of
$1,179,554  versus $1,002,394 in the corresponding six month period in 2000. The
increase in sales was 17% over the corresponding  period. Gross sales in the six
month  period were  $1,199,858,  but the company took a charge in the period for
$20,304 for sales and  marketing  related  expenses.  Cost of goods sold in this
period was $669,924 which  generated a gross margin of 43%,  versus 34% in 2000.
The increase in the gross  margin was  attributable  to larger  orders of higher
margin  products  to the same  customer  and less  factory  overtime  that  were
attributable  to more  timely  deliveries  of raw  materials  on  account of the
company's slightly improved cash flow. Novex incurred general and administrative
costs of $590,296  which  resulted in a loss from  operations of $80,666 in this
period. In this period, Novex incurred $126,655 in interest expense,  $38,016 of
amortization  of debt  discount  and a gain on change in the  valuation of a put
warrant of $12,  867.  The  company's  operating  loss before  interest,  taxes,
depreciation and amortization  (EBITDA) was $9,610.  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 November 30, 2001,  Novex had $775,623 in current assets which consisted
primarily of inventory of $145,078  and  accounts  receivable  of $533,820.  The
company's  property,  plant and  equipment  was  $1,274,580  net of  accumulated
depreciation   of  $186,160  and   goodwill  of  $653,510  net  of   accumulated
amortization of $104,196.

Three months ending November 30, 2000 vs. November 30, 2001

     In the three month period  ended  August 31,  2001,  Novex had net sales of
$583,855  versus $504,561 in the  corresponding  three month period in 2000. The
increase  in sales was 16% over the  corresponding  period.  Gross  sales in the
three month  period were  $604,159,  but the company took a charge in the period
for  $20,304 for sales and  marketing  related  expenses  in the second  quarter
ending  November 30, 2001.  Cost of goods sold in this period was $304,412 which
generated a gross margin of 47%,  versus 31% in 2000.  The increase in the gross
margin was  attributable  to larger orders of higher margin products to the same
customer  and less  factory  overtime  that  were  attributable  to more  timely
deliveries of raw materials on account of the


                                       1



company's slightly improved cash flow. Novex incurred general and administrative
costs of $306,260  which  resulted in a loss from  operations of $27,817 in this
period.  The  increase  in  selling,   general  and  administrative  costs  were
attributable  to  higher  sales  commissions  which  are  based  on  sales,  and
additional  marketing  expenses that were incurred to begin  stocking Home Depot
stores with  merchandise.  In this period,  Novex  incurred  $61,649 in interest
expense,  $10,345 of  amortization  of debt discount and a gain on change in the
valuation of a put warrant of $9,588.  For the three month period the  company's
operating profit before interest,  taxes, depreciation and amortization (EBITDA)
was $26,033, which includes an $18,000 payment to the former shareholders of the
Sta-Dri Company which receive an additional $6,000 per month up to August,  2002
if the  company's  stock price is below $1.00 per share for a twenty day trading
period. 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.

Liquidity and Financial Resources at November 30, 2001

     As of November 30, 2001,  Novex had $3,156,546 in current  liabilities.  Of
this  amount,  $429,147  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 $568,826,  accrued expenses of $209,189
and a cash  overdraft  of $109,771.  The accrual for  preferred  stock  dividend
payable is $53,082 and is payable in shares of preferred stock not cash.

     In late May through  August 2001 the  company  offered for sale  restricted
shares of its common  stock at $.15 per share and a warrant to purchase  one (1)
share of common stock for every three  shares of common  stock  purchased in the
offering. The warrants have an exercise price of $.20 per share and a three year
expiration  period.  As of the  filing of this Form  10-QSB the  company  raised
$153,000. In addition,  Novex's CEO and President,  Daniel W. Dowe, entered into
an  agreement  with the company to convert all loans he made to the company into
equity  under  the  same  terms  and  conditions  offered  to  investors  in the
aforementioned private offering. The total amount converted was $42,686.

     On December 21, 2000,  Novex  obtained from a private  investor a six-month
secured  bridge loan in the amount of $600,000  ("Bridge  Note")  which has been
extended by the investor to provide the company  additional  time to improve its
sales and secure take-out financing on terms that are mutually beneficial to the
company and the new investor(s). The Bridge Note holder owns approximately 4% of
the company's common stock and is equally concerned with excessive dilution. The
bridge  loan bears  interest  at a rate of 10% per annum.  In  exchange  for the
bridge  financing,  Novex  issued  600,000  shares  of its  common  stock to the
investor.  The Bridge Note is secured by the same assets as, and is subordinated
to,  the Dime Note  (discussed  below).  During the period  February  21,  2001,
through October 4, 2001, the same private investor made three additional  bridge
loans of $311,000  for which he received  286,000  shares of common  stock as of
November 30, 2001 and another  25,000  shares of common stock as of December 31,
2001.  The terms of the  additional  bridge loans are  identical to those of the
original Bridge Note. He also


                                       2



made an equity  investment  of $50,000 on January 21, 2001 for which he received
625,000 shares of Novex' common stock.

     The current  portion of the  long-term  debt  consists of a three year term
loan and put warrant totaling  $727,834  (originally  $890,000) that was made by
Dime  Commercial  Corp.  to enable the Company to acquire the Por-Rok  Unit (the
"Dime Note").  The remaining  portion of the purchase price for the Por-Rok Unit
was paid with the Sherwin-Williams  Note 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.

     For the quarter  ended  November 30, 2001,  Novex has been able to increase
sales volume while selling,  general and  administrative  expenses have remained
relatively  constant  when  compared to quarter  ended  November 30,  2000.  The
increase in sales has  resulted  in higher  levels of  accounts  receivable  and
inventory as well as accounts payable and accrued expenses. For the period ended
November  30,  2001,  gross  margin  has  increased  and  selling,  general  and
administrative  expenses have  increased  when compared to the same period ended
November  30,  2000.  The  increase in the gross  margin and the lower loss from
operations  resulted  from  higher  sales,  lower  levels of plant  labor and by
allocating fixed factory overhead charges over a greater volume of sales.

     The company has  generated a positive  cash flow from  operations  (EBITDA,
plus  payments for  services  with stock versus cash) of $15,143 for the quarter
ended  November  30, 2001  compared  to a negative  cash flow of $94,366 for the
quarter  ended  November 30, 2000.  Thus,  while future  operating  cash inflows
should  continue  to  increase,  Novex will still  require an  increase in sales
volume to meet all its obligations  including  operating and financial  charges,
otherwise 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 continue to raise capital to sustain
itself as it grows into a viable entity.

     To improve  Novex's  profitability,  management is  undertaking a number of
initiatives to increase sales and reduce  expenses.  In addition,  management is
aggressively  pursuing sales of the Por-Rok,  Dash Patch, Sta-Dri and Fiberforce
products to large home center stores and major cooperative retailers of building
materials.

     To improve  cash flow,  Novex has  endeavored  to  procure  more  favorable
payment terms


                                       3



from vendors by extending  the payment due date for raw  materials  and supplies
used in  manufacturing.  These  vendors have been willing to extend only limited
credit to Novex  since its  acquisition  of the  Por-Rok  product  line from The
Sherwin-Williams,  due to the  company's  small size.  The limited  credit terms
increased our need to use cash for operations.

     If these efforts do not generate  additional  sales to enable Novex to meet
all of its  operating  and financing  expense  requirements,  it would then seek
additional financing from third-party  sources.  Although the Novex's assets are
fully  secured  by  loans  outstanding  to Dime  Commercial  Corp.  and  Montcap
Financial Corp.,  Novex would seek to raise additional capital through the sales
of unsecured debt securities,  unsecured debt combined with equity securities or
preferred  and common stock.  It is likely,  however,  that any  unsecured  debt
financing would carry a higher interest rate than secured  financing or that any
equity  financing  might be on terms which are not  favorable to Novex and which
are dilutive to existing shareholders.

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.  The one raw material
that  Novex  uses  in all its  products  that  cannot  be  classified  as a pure
commodity is currently in sufficient supply. 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


                                       4



SEC may  take  pursuant  to the  investigation.  Mel  Greenspoon  vs.  Stratford
Acquisition  Corporation,  et. al., Ontario Court (General Division),  Index No.
97-CV-126814.

Item 2. Changes in Securities.

     During this quarter,  the Registrant issued a total of 65,000 shares of its
common stock to one employee and an individual that provided investor  relations
services.  One other employee received 25,000 stock options as part of an annual
review. In November 2001, the company issued 329,412 shares of restricted common
stock for $28,000.

Item 3. Defaults Upon Senior Securities. None.

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

Item 5. Other Information. None.

Item 6. Exhibits and Reports on Form 8-K. None.


                                   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: January 22, 2002


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