U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

                                   (Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                 For the quarterly period ended March 31, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the
    transition period from __________________ to ____________________

                         Commission File Number 1-13856

                            SEL-LEB MARKETING, INC.

       (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

          NEW YORK                                            11-3180295
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NUMBER)

                      495 River Street, Paterson, NJ 07524
                    (Address of principal executive offices)
                                  973-225-9880
                          (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such  report(s)),  and (2) has
been subject to such filing requirements for the past 90 days.

                               Yes [X]    No [ ]

State the  number of shares  outstanding  for each of the  issuer's  classes  of
common equity,  as of the latest  practicable  date:  2,261,018 shares of common
stock as of May 13, 2002.

Transitional Small Business Disclosure Format (check one):

                               Yes [ ]    No [X]



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY



                                                                              PAGE
                                                                              ----
                                                                          
Part I -- Financial Information

Item 1. Financial Statements

        Condensed Consolidated Balance Sheets at March 31, 2002
        (Unaudited) and December 31, 2001                                        2

        Condensed Consolidated Statements of Income
        Three Months Ended March 31, 2002 and 2001 (Unaudited)                   3

        Condensed Consolidated Statement of Changes in Stockholders' Equity
        Three Months Ended March 31, 2002 (Unaudited)                            4

        Condensed Consolidated Statements of Cash Flows
        Three Months Ended March 31, 2002 and 2001 (Unaudited)                   5

        Notes to Condensed Consolidated Financial Statements                   6-9

Item 2. Management's Discussion and Analysis or Plan of Operation             10-13

Part II -- Other Information

Item 6. Exhibits and Reports on Form 8-K                                        14

        Signatures                                                              15



                                       1


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001



                                                                  March 31,       December 31,
                       ASSETS                                       2002              2001
                                                                ------------      ------------
                                                                 (Unaudited)        (Note 1)
                                                                            
Current assets:
  Cash and cash equivalents                                     $     56,370      $     60,300
  Accounts receivable, less allowance for doubtful
    accounts of  $328,520 and $266,120                             8,609,964         9,163,755
  Inventories                                                      8,651,304         8,297,918
  Deferred tax assets, net                                           321,309           297,545
  Prepaid expenses and other current assets                          857,420           832,460
                                                                ------------      ------------
      Total current assets                                        18,496,367        18,651,978
Property and equipment, at cost, net of accumulated
  depreciation and amortization of $1,173,151
  and $1,153,237                                                     148,451           164,130
Other assets                                                         213,740           214,203
                                                                ------------      ------------

      Totals                                                    $ 18,858,558      $ 19,030,311
                                                                ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable under line of credit                             $  3,704,753      $  2,622,390
  Current portion of long-term debt                                  257,510           307,080
  Accounts payable                                                 1,648,406         4,626,583
  Accrued expenses and other liabilities                           3,708,667         2,080,918
                                                                ------------      ------------
      Total current liabilities                                    9,319,336         9,636,971
Long-term debt, net of current portion                               625,733           690,274
                                                                ------------      ------------
      Total liabilities                                            9,945,069        10,327,245
                                                                ------------      ------------

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.01 par value; 10,000,000 shares
    authorized; none issued                                               --                --
  Common stock, $.01 par value; 40,000,000 shares
    authorized; 2,261,018 shares issued and outstanding               22,611            22,611
  Additional paid-in capital                                       6,496,359         6,496,359
  Retained earnings                                                2,433,519         2,223,096
  Less receivable in connection with equity transactions             (39,000)          (39,000)
                                                                ------------      ------------
      Total stockholders' equity                                   8,913,489         8,703,066
                                                                ------------      ------------

      Totals                                                    $ 18,858,558      $ 19,030,311
                                                                ============      ============


See Notes to Condensed Consolidated Financial Statements.


                                       2


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)



                                                                2002          2001
                                                             ----------    ----------
                                                                     
Net sales                                                    $5,707,857    $5,013,797
                                                             ----------    ----------

Operating expenses:
  Cost of sales                                               3,895,216     3,518,719
  Selling, general and administrative expenses                1,412,567     1,179,805
                                                             ----------    ----------
      Totals                                                  5,307,783     4,698,524
                                                             ----------    ----------

Operating income                                                400,074       315,273

Interest expense, net of interest income of $672 and $673        60,651       121,779
                                                             ----------    ----------

Income before provision for income taxes                        339,423       193,494

Provision for income taxes                                      129,000        77,500
                                                             ----------    ----------

Net income                                                   $  210,423    $  115,994
                                                             ==========    ==========

Net earnings per share:
  Basic                                                      $      .09    $      .05
                                                             ==========    ==========

  Diluted                                                    $      .09    $      .05
                                                             ==========    ==========

Weighted average shares outstanding:
  Basic                                                       2,261,018     2,261,018
                                                             ==========    ==========

  Diluted                                                     2,420,056     2,328,333
                                                             ==========    ==========


See Notes to Condensed Consolidated Financial Statements.


                                       3


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 2002
                                   (Unaudited)



                                                                                 Receivable in
                                 Common Stock         Additional                  Connection       Total
                            ---------------------      Paid-in       Retained     With Equity   Stockholders'
                             Shares       Amount       Capital       Earnings    Transactions     Equity
                            ---------     -------     ----------    ----------   -------------  -----------
                                                                              
Balance, January 1, 2002    2,261,018     $22,611     $6,496,359    $2,223,096    $ (39,000)     $8,703,066

Net income                                                             210,423                      210,423
                            ---------     -------     ----------    ----------    ---------      ----------
Balance, March 31, 2002     2,261,018     $22,611     $6,496,359    $2,433,519    $ (39,000)     $8,913,489
                            =========     =======     ==========    ==========    =========      ==========


See Notes to Condensed Consolidated Financial Statements.

                                       4


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)



                                                                   2002           2001
                                                               -----------     ---------
                                                                         
Operating activities:
  Net income                                                   $   210,423     $ 115,994
  Adjustments to reconcile net income to net cash
    used in operating activities:
    Depreciation and amortization                                   19,914        54,989
    Provision for doubtful accounts                                 62,400        32,428
    Deferred income taxes                                          (23,764)      (21,925)
    Changes in operating assets and liabilities:
      Accounts receivable                                          491,391      (480,747)
      Inventories                                                 (353,386)     (426,602)
      Prepaid expenses and other current assets                    (24,960)       10,015
      Other assets                                                     463       (26,582)
      Accounts payable, accrued expenses and other
        liabilities                                             (1,350,428)       67,751
                                                               -----------     ---------
        Net cash used in operating activities                     (967,947)     (674,679)
                                                               -----------     ---------

Investing activities -- purchases of property and equipment         (4,235)      (39,970)
                                                               -----------     ---------

Financing activities:
  Proceeds from note payable under line of credit, net of
    repayments                                                   1,082,363       821,446
  Repayments of long-term debt                                    (114,111)     (213,881)
                                                               -----------     ---------
        Net cash provided by financing activities                  968,252       607,565
                                                               -----------     ---------

Net decrease in cash and cash equivalents                           (3,930)     (107,084)

Cash and cash equivalents, beginning of period                      60,300       213,920
                                                               -----------     ---------

Cash and cash equivalents, end of period                       $    56,370     $ 106,836
                                                               ===========     =========


See Notes to Condensed Consolidated Financial Statements.


                                       5


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 -- Organization and basis of presentation:

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  reflect all  adjustments,  consisting of normal recurring
accruals,  necessary  to  present  fairly  the  financial  position  of  Sel-Leb
Marketing,  Inc. ("Sel-Leb") and its 80%-owned subsidiary,  Ales Signature, Ltd.
("Ales"),  as of March 31, 2002,  their results of operations and cash flows for
the  three  months  ended  March  31,  2002  and  2001  and  their   changes  in
stockholders' equity for the three months ended March 31, 2002. Sel-Leb and Ales
are referred to together  herein as the "Company."  Information  included in the
condensed  consolidated  balance  sheet as of December 31, 2001 has been derived
from the audited  consolidated  balance  sheet  included in the  Company's  Form
10-KSB for the year ended December 31, 2001 (the "10-KSB") previously filed with
the  Securities  and  Exchange  Commission  (the  "SEC").  Pursuant to rules and
regulations of the SEC, certain information and disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United  States of America  have been  condensed  or omitted from
these consolidated  financial  statements unless significant  changes have taken
place since the end of the most recent fiscal year. Accordingly, these unaudited
condensed  consolidated  financial statements should be read in conjunction with
the  consolidated   financial  statements,   notes  to  consolidated   financial
statements and the other information in the 10-KSB.

The consolidated results of operations for the three months ended March 31, 2002
are not  necessarily  indicative of the results to be expected for the full year
ending December 31, 2002.

Certain accounts in the 2001 condensed  consolidated  financial  statements have
been reclassified to conform with the 2002 presentations.


Note 2 -- Earnings per share:

As further  explained  in Note 1 in the  10-KSB,  the  Company  has  adopted the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings per
Share", which require the presentation of "basic" and, if appropriate, "diluted"
earnings per common  share.  Basic  earnings per share is calculated by dividing
net income by the weighted  average number of common shares  outstanding  during
each period. The calculation of diluted earnings per share is similar to that of
basic  earnings per share,  except that the  denominator is increased to include
the number of additional  common shares that would have been  outstanding if all
potentially  dilutive common shares, such as those issuable upon the exercise of
stock options and warrants, were issued during the period.


                                       6


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 -- Earnings per share (concluded):

In  computing  diluted  earnings  per share for the three months ended March 31,
2002 and 2001, the assumed exercise of the Company's  outstanding  stock options
and warrants,  adjusted for the application of the treasury stock method,  would
have increased the weighted average number of common shares outstanding as shown
in the table below:



                                                                  2002          2001
                                                              ----------    ----------
                                                                     
      Basic weighted average shares outstanding                2,261,018     2,261,018
      Shares arising from assumed exercise of:
        Options                                                  135,736        67,215
        Warrants (A)                                              23,302
                                                              ----------    ----------

    Diluted weighted average shares outstanding                2,420,056     2,328,233
                                                              ==========    ==========


(A)  The warrants expired on April 15, 2002.

Note 3 -- Note payable under line of credit:

As further explained in Note 3 in the 10-KSB,  during December 1998, the Company
entered into a loan agreement pursuant to which Merrill Lynch Business Financial
Services, Inc. ("Merrill Lynch") is providing the Company with a credit facility
(the  "Facility").  Based on the latest amendments to the loan  agreement, as of
March 31,  2002,  the  Facility  consists  of a revolving  line of credit,  with
maximum  borrowings  of  $3,800,000  against  the  Company's  eligible  accounts
receivable and  inventories  through October 31, 2002, and three term loans (see
Note 4 in the 10-KSB).  Borrowings  under the  revolving  line of credit,  which
totaled  $3,704,753 at March 31, 2002, bear interest,  which is payable monthly,
at 2.75% above the 30-day London  Interbank  Offering Rate (an effective rate of
4.63% as of March 31,  2002).  Outstanding  borrowings  under the  Facility  are
secured by substantially all of the Company's assets.

Note 4 -- Stock options and warrants:

Descriptions of the Company's stock option plans and other  information  related
to stock  options and  warrants  are  included in Note 5 in the 10-KSB.  Certain
information  related to options  outstanding  at March 31,  2002 and  changes in
options  outstanding during the three months ended March 31, 2002 are summarized
below:



                                                      Shares         Weighted
                                                        or           Average
                                                       Price      Exercise Price
                                                              
    Outstanding at January 1, 2002                     650,008        $2.19
    Canceled                                            (1,150)        2.50
                                                      ---------

    Outstanding at March 31, 2002                      648,858        $2.19
                                                      =========       =====

    Options exercisable at March 31, 2002              536,887
                                                      ========



                                       7


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5 -- Goodwill:

As of March 31,  2002,  goodwill,  which is  comprised of costs in excess of net
assets  of  acquired  businesses,  had an  immaterial  carrying  value  that was
included  in other  assets.  Through  December  31,  2001,  goodwill  was  being
amortized  on a  straight-line  basis  over  periods  not  exceeding  ten years.
Goodwill  amortization  totaled  approximately  $8,500 in the three months ended
March 31, 2001. In June 2001, the Financial  Accounting  Standards  Board issued
Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets" ("SFAS 142").  Under SFAS 142, goodwill and other intangible
assets with indefinite useful lives will no longer be systematically  amortized.
Instead  such  assets  will be subject  to  reduction  only when their  carrying
amounts exceed their estimated fair values based on impairment tests established
by SFAS 142 that will be made at least  annually.  The Company  was  required to
apply the provisions of SFAS 142 and  discontinue  amortization  effective as of
January 1, 2002. The Company will also be required to make its first  impairment
tests no later than December 31, 2002.  Management expects that these tests will
not  have  any  significant  effects  on the  Company's  consolidated  financial
position and results of operations.

Note 6 -- Segment information:

The Company has adopted the  provisions  of Statement  of  Financial  Accounting
Standards No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information"  ("SFAS 131").  Pursuant to the provisions of SFAS 131, the Company
is reporting  segment sales and gross margins in the same format reviewed by the
Company's management (the "management approach"). The Company has two reportable
segments: "Opportunity" and "Cosmetics". The Opportunity segment is comprised of
the  operations  connected  with  the  acquisition,  sale  and  distribution  of
name-brand  and  off-brand  products  which are  purchased  from  manufacturers,
wholesalers or retailers as a result of close-outs, overstocks and/or changes in
the  packaging of brand name items.  The  Cosmetics  segment is comprised of the
acquisition,  sale and distribution of all other products,  including "celebrity
endorsed" and "tie-in" cosmetics and health and beauty aid products and designer
and all other fragrances.


                                       8


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 6 -- Segment information (concluded):

Net sales,  cost of sales and other related  segment  information  for the three
months ended March 31, 2002 and 2001 follows:



                                                         2002             2001
                                                      -----------     -----------
                                                                
    Net sales:
      Opportunity                                      $2,344,079      $2,479,160
      Cosmetics                                         3,363,778       2,534,637
                                                      -----------     -----------
         Totals                                         5,707,857       5,013,797
                                                      -----------     -----------

    Cost of sales:
      Opportunity                                       1,693,664       1,558,731
      Cosmetics                                         2,201,552       1,959,988
                                                      -----------     -----------
         Totals                                         3,895,216       3,518,719

    Selling, general and administrative expenses        1,412,567       1,179,805
                                                      -----------     -----------
         Total operating expenses                       5,307,783       4,698,524
                                                      -----------     -----------

    Operating income                                      400,074         315,273

    Interest expense, net                                  60,651         121,779
                                                    -------------    ------------

    Income before provision for income taxes          $   339,423     $   193,494
                                                    =============     ===========



                                      * * *


                                       9



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

The following  discussion  and analysis of the Company's  results of operations,
liquidity  and  financial  condition  should  be read in  conjunction  with  the
Condensed  Consolidated  Financial  Statements  of the Company and related notes
thereto.  This Quarterly Report on Form 10-QSB contains certain  forward-looking
statements.  Actual results could differ  materially from those projected in the
forward-looking statements due to a number of factors, including but not limited
to general  trends in the retail  industry  (both  general as well as electronic
outlets),  the ability of the Company to extend its financing  arrangements  (or
obtain  satisfactory  alternative  financing) on favorable terms, or at all, the
ability of the Company to successfully  implement its expansion plans,  consumer
acceptance of any products developed and sold by the Company, the ability of the
Company to develop its "celebrity" product business,  the ability of the Company
to sell its specially  purchased  merchandise at favorable  prices,  on a timely
basis or at all,  and other  factors  set forth  herein or in reports  and other
documents filed by the Company with the SEC. In addition,  quarterly  results in
the Company's two business  segments do not  necessarily  indicate trends in the
Company's overall business  operations,  due to the timing of special purchases,
special sales and large sales to any one particular customer.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated  financial statements requires
us to make estimates and judgments  that affect the reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On an on-going  basis,  we evaluate our estimates,  including
those related to accounts receivable, inventories, property and equipment, stock
based  compensation,  income taxes and  contingencies.  We base our estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

Except as  described  below,  relating to Goodwill, the  accounting policies and
estimates  used  as of  December  31,  2001  and as  outlined  in the  Company's
previously  filed Form 10-KSB,  have been applied  consistently  for the quarter
ended March 31, 2002.

GOODWILL -- Goodwill is  comprised  of costs in excess of net assets of acquired
businesses that were being  amortized on a straight-line  basis over periods not
exceeding ten years.  In June 2001,  the Financial  Accounting  Standards  Board
issued Statement of Financial  Accounting Standards No. 142, "Goodwill and Other
Intangible  Assets" ("SFAS 142").  Under SFAS 142, goodwill and other intangible
assets with indefinite useful lives will no longer be systematically  amortized.
Instead  such  assets  will be subject  to  reduction  only when their  carrying
amounts exceed their estimated fair values based on impairment tests established
by SFAS 142 that will be made at least annually.  The Company began to apply the
provisions of SFAS 142 effective January 1, 2002, and discontinued  amortization
effective  as of that  date.  During  the three  months  ended  March 31,  2001,
Goodwill  amortization  totaled  approximately  $8,500. The Company will also be
required to make its first impairment tests no later than December 31, 2002. The
effects of these tests on the  Company's  consolidated  financial  postiion  and
results of operations has not been  determined.  As of March 31, 2002,  goodwill
had an immaterial carrying value that was included in other assets.


                                       10




CONDENSED CONSOLIDATED RESULTS OF OPERATIONS:  Three Months Ended March 31, 2002
Compared to the Three Months Ended March 31, 2001


The Company has two  principal  business  segments  (see Note 6 to the Company's
Condensed  Consolidated  Financial  Statements - Unaudited)  -  Opportunity  and
Cosmetics.



                                                            MARCH 31, 2002       MARCH 31, 2001            $CHANGE
                                                            --------------       --------------            -------
                                                                                                
Net sales:
    Opportunity                                                $2,344,079           $2,479,160           $ (135,081)(A)
    Cosmetics                                                  $3,363,778           $2,534,637           $  829,141(B)
                                                               ----------           ----------           ----------

               Total net sales                                 $5,707,857           $5,013,797           $  694,060
                                                               ----------           ----------           ----------
Cost of sales:
    Opportunity                                                $1,693,664           $1,558,731           $  134,933(C)
    Cosmetics                                                  $2,201,552           $1,959,988           $  241,564(D)
                                                               ----------           ----------           ----------

              Total cost of sales                              $3,895,216           $3,518,719           $  376,497


Selling, general and administrative expenses                   $1,412,567           $1,179,805           $  232,762(E)
                                                               ----------           ----------           ----------

              Total operating expenses                         $5,307,783           $4,698,524           $  609,259
                                                               ----------           ----------           ----------

Operating income                                               $  400,074           $  315,273           $   84,801
Interest expense, net                                          $   60,651           $  121,779           $  (61,128)(F)
                                                               ----------           ----------           ----------

Income before income taxes                                     $  339,423           $  193,494           $  145,929
                                                               ==========           ==========           ==========



                                       11





(A)     The  net  decrease  in  sales  in  this  segment  of  our  business  was
        approximately  $135,000 and resulted primarily from the decline in sales
        of a line  of  specially  purchased  merchandise  that  neared  complete
        sell-off in the fourth  quarter of 2001. As a result,  this  merchandise
        had  less  availability  during  the  first-quarter  of  2002.  This was
        partially  offset during the quarter ended March 31, 2002, by sales of a
        product line that was introduced during the third quarter of 2001.

(B)     During the three months ended March 31, 2002, as compared to the quarter
        ended March 31, 2001,  sales for this segment of our business  increased
        primarily as a result of growth in the  electronic  media portion of our
        business.

(C)     Cost of sales for the  "Opportunity"  segment of our business  increased
        from approximately 63% of sales in the first three months of 2001 to 72%
        of sales in the first three months of 2002.  The increased cost resulted
        primarily  from  reduced  sales  of  the  line  of  specially  purchased
        merchandise that had yielded higher margins.

(D)     Cost  of  sales  for  the   "Cosmetic"   segment  of  our  business  was
        approximately  77% of sales for the three months ended March 31, 2001 as
        compared to 65% for the three months ended March 31, 2002. This resulted
        primarily  from  higher  sales in the  electronic  media  portion of the
        business, which typically yield higher margins.

(E)     Selling,  general and  administrative  expenses  consist  principally of
        payroll, rent, commissions, royalties, insurance, professional fees, and
        travel and  promotional  expenses.  The increase during the three months
        ended  March 31, 2002  versus the three  months  ended March 31, 2001 is
        primarily  the  result of  higher  costs due to more  sales  being  made
        through  outside sales  agencies and the  electronic  media,  which have
        higher associated selling expenses.

(F)     The  decrease in interest  expense  during the three month  period ended
        March 31,  2002  versus the three  month  period  ended  March 31,  2001
        resulted  primarily  from  less  borrowings  outstanding,  coupled  with
        reductions in the borrowing rate.

Liquidity and Capital Resources

At March 31, 2002 we had working capital of approximately  $9,177,000  including
cash and cash  equivalents of approximately  $56,000.  Cash and cash equivalents
decreased  during  the three  months  ended  March 31,  2002 from  approximately
$60,000 to $56,000 as more fully discussed below.

During the three months ended March 31, 2002 our operating  activities used cash
and cash  equivalents of  approximately  $968,000.  This consisted  primarily of
paying  down  accounts  payable,  accrued  expenses  and  other  liabilities  by
approximately  $1,350,000  and the  acquisition  of  additional  inventories  of
approximately  $353,000,  offset by  approximately  $210,000  in net  income and
net collections on accounts receivable of approximately $491,000.

In  addition,  during the three  months  ended  March 31,  2002,  our  financing
activities  provided  approximately  $968,000 of cash and cash equivalents.  The
primary  change  was  an  increase  in  borrowings  under  our  credit  line  of
approximately $1,082,000, partially offset by payments of principal on long-term
debt of approximately $114,000.


                                       12




In December,  1998 we entered into a credit facility  ("Facility")  with Merrill
Lynch  Business  Financial  Services,  Inc.  ("Merrill  Lynch"),  as more  fully
described in Notes 3 and 4 to the annual report which has been previously  filed
on Form 10-KSB, and in Note 3 of the Condensed Consolidated Financial Statements
at March 31,  2002.  At March 31,  2002,  the credit  facility  provided for the
following:

        1) A revolving  line of credit  through  October  31, 2002 with  maximum
           borrowings of  $3,800,000  against the  Company's  eligible  accounts
           receivable  and  inventories  through  October 31, 2002. At March 31,
           2002  we had  $3,704,753  outstanding  under  the  revolving  line of
           credit,  representing  a net  increase  in our  borrowings  under the
           revolving line of credit of $1,082,363  from December 31, 2001. As of
           May 13, 2002 the  outstanding  balance  under the  revolving  line of
           credit was $3,604,879.

        2) A $900,000  term loan  originated in December 1998 payable in monthly
           installments of $10,714 plus interest through January 2006. This term
           loan had an outstanding balance of $492,857 as of March 31, 2002.

        3) A $500,000  term loan  originated  in October 1999 payable in monthly
           installments of $8,333 plus interest through November 2004. This term
           loan had an outstanding balance of $275,004 as of March 31, 2002.

        4)  A  $600,000  term  loan  originating  in  January,  2001  having  an
            outstanding  balance of $50,000 as of December 31,  2001,  which was
            repaid during January, 2002.

The  revolving  line of credit with Merrill  Lynch  requires interest to be paid
monthly at 2.75% above the 30 day London  Interbank  offering  (LIBOR)  rate (an
effective rate of 4.63% at March 31, 2002).

The Company  intends to engage in discussions  with Merrill Lynch with a view to
extending and  increasing  the Facility and  presently  believes that it will be
able to reach such an agreement with Merrill  Lynch.  In the event Merrill Lynch
does not extend the  Facility,  however,  the Company  intends to contact  other
banks and  financing  sources and believes that it would then be able to arrange
adequate alternative  financing,  although there can be no assurance of such. If
the Company is unable to extend the current  Facility and cannot obtain adequate
alternative financing, and its cash available from operations is insufficient to
satisfy the Company's obligations then due to Merrill Lynch, Merrill Lynch would
be entitled to exercise all remedies available to it as a secured lender.

In addition to the Merrill  Lynch credit  facility,  on  September  26, 1997 and
December  28,  1999,  the  Company  entered  into two other 6% term loans in the
amount of  $100,000  each.  As of March  31,  2002,  $41,946  and  $73,440  were
outstanding under the 1997 loan and 1999 loan, respectively.

As of May 13, 2002, the outstanding balance under all term loans was $840,447.

The tables below  summarize our long term debt and our lease  commitments  as of
March 31, 2002:

                                          Payments Due by Period
                              --------------------------------------------------
Long term Obligations                   Less than      1-3       4-5      After
As of March 31, 2002            Total     1 year      years     years    5 years
                                -----   ---------     -----     -----    -------
Merill Lynch                  $768,000   $229,000   $539,000       --      --
Other                         $115,000   $ 29,000   $ 86,000       --      --

                                   Amount of Commitment Expiration Per Period
                              --------------------------------------------------
                                Total
Total Lease Commitments        Amounts  Less than      1-3       4-5       Over
As of March 31, 2002          Committed   1 year      years     years    5 years
                                -----   ---------     -----     -----    -------
495 River Street              $573,000   $275,000   $298,000      --       --



The Company anticipates that its working capital, together with anticipated cash
flow from the Company's operations,  will be sufficient to satisfy the Company's
cash  requirements  for at least  twelve  months  assuming  that  the  Company's
Facility is extended or adequate alternative financing arrangements are obtained
by the Company.  In the event the Company's plans change,  due to  unanticipated
expenses or difficulties  or otherwise,  or if the working capital and projected
cash flow otherwise are  insufficient  to fund  operations,  or if the Company's
Facility is not extended on satisfactory  terms, or at all, the Company could be
required to seek  financing  sooner than currently  anticipated.  Except for the
revolving credit portion of the Facility, which expires on October 31, 2002, and
the various term loans, the Company has no current arrangements with respect to,
or sources of, financing.  Accordingly, there can be no assurance that financing
will be available to the Company when needed, on commercially  reasonable terms,
or at all. The  Company's  inability to obtain  adequate  financing  when needed
would have a material  adverse  effect on the Company.  In addition,  any equity
financing  obtained by the Company  could  involve  substantial  dilution to the
interests of the Company's stockholders.


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PART II  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.   Exhibits

     None

B.   Reports on Form 8-K


     No reports on Form 8-K were filed by the registrant during the three month
     period ended March 31, 2002.


                                       14





                                   Signatures


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


                                  SEL-LEB MARKETING, INC.

                                  /s/ Jack Koegel
                                  ----------------------------
                                  Jack Koegel
                                  Vice Chairman and Chief Operating Officer


                                  /s/ George Fischer
                                  ----------------------------
                                  George Fischer
                                  Chief Financial Officer (As principal
                                  financial and accounting officer)

May 14, 2002


                                       15