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 June 30, 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: 2,325,527 shares of common
stock as of August 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 June 30, 2002
            (Unaudited) and December 31, 2001                                  2

            Condensed Consolidated Statements of Income
            Six Months Ended June 30, 2002 and 2001 (Unaudited)                3

            Condensed Consolidated Statements of Income
            Three Months Ended June 30, 2002 and 2001 (Unaudited)              4

            Condensed Consolidated Statement of Changes in
            Stockholders' Equity Six Months Ended June 30, 2002 (Unaudited)    5

            Condensed Consolidated Statements of Cash Flows
            Six Months Ended June 30, 2002 and 2001 (Unaudited)                6

            Notes to Condensed Consolidated Financial Statements            7-11

Item 2.  Management's Discussion and Analysis or Plan of Operation         12-16

Part II -- Other Information

Item 4.  Submission of Matters to a Vote of Security Holders                  17

Item 6.  Exhibits and Reports on Form 8-K                                     18

Signatures                                                                    19



                                       1


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2002 AND DECEMBER 31, 2001


                                                       June 30,     December 31,
                      ASSETS                             2002           2001
                                                     -----------    -----------
                                                     (Unaudited)      (Note 1)

Current assets:
  Cash and cash equivalents                          $    44,581    $    60,300
  Accounts receivable, less allowance for
    doubtful accounts of $349,490 and $266,120         5,885,946      9,163,755
  Inventories                                         10,038,641      8,297,918
  Deferred tax assets, net                               365,670        297,545
  Prepaid expenses and other current assets            1,047,038        832,460
                                                     -----------    -----------
        Total current assets                          17,381,876     18,651,978
Property and equipment, at cost, net of
  accumulated depreciation and amortization
  of $1,200,745 and $1,153,237                           190,114        164,130
Other assets                                             213,277        214,203
                                                     -----------    -----------

        Totals                                       $17,785,267    $19,030,311
                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable under line of credit                  $ 3,339,518    $ 2,622,390
  Current portion of long-term debt                      528,978        307,080
  Accounts payable                                     1,931,116      4,626,583
  Accrued expenses and other liabilities               1,882,502      2,080,918
                                                     -----------    -----------
        Total current liabilities                      7,682,114      9,636,971
Long-term debt, net of current portion                 1,034,257        690,274
                                                     -----------    -----------
        Total liabilities                              8,716,371     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;
    2,324,213 and 2,261,018 shares
    issued and outstanding                                23,242         22,611
  Additional paid-in capital                           6,610,288      6,496,359
  Retained earnings                                    2,474,366      2,223,096
  Less receivable in connection with
    equity transactions                                  (39,000)       (39,000)
                                                     -----------    -----------
        Total stockholders' equity                     9,068,896      8,703,066
                                                     -----------    -----------

        Totals                                       $17,785,267    $19,030,311
                                                     ===========    ===========


See Notes to Condensed Consolidated Financial Statements.



                                       2



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)

                                                         2002           2001
                                                      -----------    ----------

Net sales                                             $10,532,970    $9,562,246
                                                      -----------    ----------
Operating expenses:
  Cost of sales                                         7,171,020     7,110,433
  Selling, general and administrative expenses          2,813,058     2,097,417
                                                      -----------    ----------
      Totals                                            9,984,078     9,207,850
                                                      -----------    ----------

Operating income                                          548,892       354,396
                                                      -----------    ----------
Other income (expense):
  Interest expense                                       (130,522)     (226,446)
  Income from litigation settlement                                     280,000
                                                      -----------    ----------
      Totals                                             (130,522)       53,554
                                                      -----------    ----------

Income before provision for income taxes                  418,370       407,950

Provision for income taxes                                167,100       163,180
                                                      -----------    ----------
Net income                                            $   251,270    $  244,770
                                                      ===========    ==========


Net earnings per share:
  Basic                                                      $.11          $.11
                                                             ====          ====

  Diluted                                                    $.10          $.11
                                                             ====          ====

Weighted average shares outstanding:
  Basic                                                 2,269,203     2,261,018
                                                        =========     =========

  Diluted                                               2,433,786     2,318,633
                                                        =========     =========


See Notes to Condensed Consolidated Financial Statements.



                                       3



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)


                                                          2002          2001
                                                       ----------    ----------

Net sales                                              $4,825,113    $4,548,449
                                                       ----------    ----------

Operating expenses:
  Cost of sales                                         3,275,804     3,591,714
  Selling, general and administrative expenses          1,400,491       917,612
                                                       ----------    ----------
      Totals                                            4,676,295     4,509,326
                                                       ----------    ----------

Operating income                                          148,818        39,123
                                                       ----------    ----------

Other income (expense):
  Interest expense                                        (69,871)     (104,667)
  Income from litigation settlement                                     280,000
                                                       ----------    ----------
      Totals                                              (69,871)      175,333
                                                       ----------    ----------

Income before provision for income taxes                   78,947       214,456

Provision for income taxes                                 38,100        85,680
                                                       ----------    ----------

Net income                                             $   40,847    $  128,776
                                                       ==========    ==========


Net earnings per share:
  Basic                                                      $.02          $.06
                                                             ====          ====

  Diluted                                                    $.02          $.06
                                                             ====          ====

Weighted average shares outstanding:
  Basic                                                 2,277,297     2,261,018
                                                        =========     =========

  Diluted                                               2,438,283     2,302,977
                                                        =========     =========


See Notes to Condensed Consolidated Financial Statements.



                                       4


                     SEL-LEB MARKETING, INC. AND SUBSIDIARY
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         SIX MONTHS ENDED JUNE 30, 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

Exercise of stock options                     63,195          631           87,499                                         88,130

Effects of issuance of stock
    options in exchange for
    services                                                                26,430                                         26,430

Net income                                                                                 251,270                        251,270
                                           ---------      -------       ----------      ----------      --------       ----------

Balance, June 30, 2002                     2,324,213      $23,242       $6,610,288      $2,474,366      $(39,000)      $9,068,896
                                           =========      =======       ==========      ==========      ========       ==========



See Notes to Condensed Consolidated Financial Statements.



                                       5



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Unaudited)

                                                         2002           2001
                                                     -----------    -----------

Operating activities:
  Net income                                         $   251,270    $   244,770
  Adjustments to reconcile net income to
    net cash used in operating activities:
    Depreciation and amortization                         47,508        116,735
    Provision for doubtful accounts                      187,200         33,826
    Deferred income taxes                                (68,125)       (35,615)
    Effects of issuance of stock options
      in exchange for services                            26,430
    Changes in operating assets and liabilities:
      Accounts receivable                              3,090,609       (497,359)
      Inventories                                     (1,740,723)    (1,249,488)
      Prepaid expenses and other current assets         (214,578)      (215,924)
      Other assets                                           926        (25,447)
      Accounts payable, accrued expenses and
        other liabilities                             (2,893,883)     1,017,830
                                                     -----------    -----------
          Net cash used in operating activities       (1,313,366)      (610,672)
                                                     -----------    -----------

Investing activities - purchases of property
  and equipment                                          (73,492)       (45,237)
                                                     -----------    -----------

Financing activities:
  Proceeds from note payable under
    line of credit, net of repayments                    717,128        879,158
  Proceeds from long-term debt                           750,000
  Repayments of long-term debt                          (184,119)      (432,036)
  Proceeds from exercise of stock options                 88,130
  Decrease in receivable in connection
    with equity transactions                                              3,000
                                                     -----------    -----------
          Net cash provided by financing activities    1,371,139        450,122
                                                     -----------    -----------

Net decrease in cash and cash equivalents                (15,719)      (205,787)

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

Cash and cash equivalents, end of period             $    44,581    $     8,133
                                                     ===========    ===========


See Notes to Condensed Consolidated Financial Statements.



                                       6



                     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 June
            30, 2002,  their results of operations  for the six and three months
            ended June 30, 2002 and 2001, their changes in stockholders'  equity
            for the six months  ended June 30, 2002 and their cash flows for the
            six  months  ended  June 30,  2002 and  2001.  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 six and three months
            ended June 30, 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.



                                       7



                     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 six and three months
            ended June 30,  2002 and 2001,  the  assumed  exercise of all 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:

                                        Six Months Ended     Three Months Ended
                                            June 30,              June 30,
                                      --------------------  --------------------
                                         2002       2001       2002       2001
                                      ---------  ---------  ---------  ---------

            Basic weighted average
               shares outstanding     2,269,203  2,261,018  2,277,297  2,261,018
            Shares arising from
               assumed exercise of:
               Stock options            144,565     57,615    160,986     41,959
               Warrants (A)              20,018
                                      ---------  ---------  ---------  ---------


            Diluted weighted average
              shares outstanding      2,433,786  2,318,633  2,438,283  2,302,977
                                      =========  =========  =========  =========

            (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 June 6, 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 a term loan
            (see Note 4 herein).  Borrowings under the revolving line of credit,
            which totaled  $3,339,518 at June 30, 2002, bear interest,  which is
            payable monthly, at 2.75% above the 30-day London Interbank Offering
            Rate (an effective  rate of 4.58% as of June 30, 2002).  Outstanding
            borrowings  under the Facility are secured by  substantially  all of
            the Company's assets.


                                       8



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 4 - Long-term debt:

            As explained in Note 4 in the 10-KSB, long-term debt at December 31,
            2001 included three term loans with an aggregate  principal  balance
            of $875,000  that were  payable in monthly  installments  to Merrill
            Lynch under the Facility and due to mature at various  dates through
            January 2006.  Based on the latest  amendments to the loan agreement
            for the Facility, the Company received proceeds of $1,498,808 from a
            new term loan in June 2002,  of which  $748,808  was  applied to the
            repayment  of the  remaining  balances  of the prior  term loans and
            $750,000 was applied to reduction of the balance  outstanding  under
            the revolving line of credit (see Note 3 herein). The new term loan,
            which had a balance of $1,454,922 as of June 30, 2002, is payable in
            monthly  installments of principal of $41,634 through July 2005 plus
            interest at 2.75% above the 30-day  London  Interbank  Offering Rate
            (an  effective  rate of  4.58%  as of June  30,  2002).  Outstanding
            borrowings under the new term loan are also secured by substantially
            all of the Company's assets.


Note 5 - Standby letter of credit:

            On July 11, 2002,  the Company  issued a standby letter of credit in
            the  amount  of  $350,000  on behalf  of one of its  suppliers.  The
            maximum  amount the Company may borrow under the  revolving  line of
            credit  (see Note 3 herein)  is  reduced  by the  amount  guaranteed
            pursuant to the standby letter of credit.  As of August 13, 2002, no
            drawings have been made against the standby letter of credit.


Note 6 - 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 June 30,  2002 and  changes in  options  outstanding
            during the six months ended June 30, 2002 are summarized below:

                                                     Shares       Weighted
                                                       or          Average
                                                      Price    Exercise Price
                                                     -------   --------------

            Outstanding at January 1, 2002           650,008       $2.19
            Granted                                   37,500(A)     2.15
            Exercised                                (63,195)       1.39
            Canceled                                  (1,150)       2.50
                                                     -------

            Outstanding at June 30, 2002             623,163       $2.27
                                                     =======       =====

            Options exercisable at June 30, 2002     508,080
                                                     =======

      -----------
      (A)   Includes  options to purchase  16,000 shares of common stock granted
            to  nonemployees  which had an aggregate fair value of $26,430 as of
            the  respective  dates of grant.  The fair value was  recorded  as a
            charge to compensation expense and an increase in additional paid-in
            capital in accordance  with the  provisions of Financial  Accounting
            Standards Board ("FASB") Statement of Financial Accounting Standards
            No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").



                                       9



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 7 - Goodwill:

            As of June 30, 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
            $17,000 and $8,500 in the six and three  months ended June 30, 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 8 - 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" and branded
            cosmetics  and health and beauty aid  products  and designer and all
            other fragrances.



                                       10



                     SEL-LEB MARKETING, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 8 - Segment information (concluded):

            Net sales,  cost of sales and other related segment  information for
            the six and three months ended June 30, 2002 and 2001 follows:



                                                                  Six Months                     Three Months
                                                                Ended June 30,                  Ended June 30,
                                                          --------------------------       -------------------------
                                                              2002           2001             2002           2001
                                                          -----------     ----------       ----------     ----------
                                                                                              
            Net sales:
                Opportunity                               $ 4,294,416     $4,196,761       $1,950,337     $1,717,601
                Cosmetics                                   6,238,554      5,365,485        2,874,776      2,830,848
                                                          -----------     ----------       ----------     ----------
                    Totals                                 10,532,970      9,562,246        4,825,113      4,548,449
                                                          -----------     ----------       ----------     ----------

            Cost of sales:
                Opportunity                                 3,118,590      2,714,051        1,424,926      1,123,730
                Cosmetics                                   4,052,430      4,396,382        1,850,878      2,467,984
                                                          -----------     ----------       ----------     ----------
                    Totals                                  7,171,020      7,110,433        3,275,804      3,591,714

            Selling, general and administrative expenses    2,813,058      2,097,417        1,400,491        917,612
                                                          -----------     ----------       ----------     ----------
                    Total operating expenses                9,984,078      9,207,850        4,676,295      4,509,326
                                                          -----------     ----------       ----------     ----------

            Operating income                                  548,892        354,396          148,818         39,123

            Other income (expense):
                Interest expense, net                        (130,522)      (226,446)         (69,871)      (104,667)
                Income from litigation settlement                            280,000                         280,000
                                                          -----------     ----------       ----------     ----------

            Income before provision for income taxes      $   418,370     $  407,950       $   78,947     $  214,456
                                                          ===========     ==========       ==========     ==========



                                      * * *



                                       11




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 related to accounting  for  Goodwill,  which is described  below,  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 six months ended June 30, 2002.

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 six months and three months ended June 30,
2001,  Goodwill   amortization   totaled   approximately   $17,000  and  $8,500,
respectively.  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 position and results of operations has not been
determined.  As of June 30, 2002, goodwill had an immaterial carrying value that
was included in other assets.


                                       12



CONDENSED  CONSOLIDATED  RESULTS OF  OPERATIONS:  Six Months Ended June 30, 2002
Compared to the Six Months Ended June 30, 2001

The Company has two  principal  business  segments  (see Note 8 to the Company's
Condensed  Consolidated  Financial  Statements - Unaudited)  -  Opportunity  and
Cosmetics.

                                     JUNE 30, 2002  JUNE 30, 2001  $ CHANGE
                                     -------------  -------------  ---------
Net sales:
   Opportunity                        $ 4,294,416    $4,196,761    $  97,655(A)
   Cosmetics                          $ 6,238,554    $5,365,485    $ 873,069(B)
                                      -----------    ----------    ---------

      Total net sales                 $10,532,970    $9,562,246    $ 970,724
                                      -----------    ----------    ---------

Cost of sales:
   Opportunity                        $ 3,118,590    $2,714,051    $ 404,539(C)
   Cosmetics                          $ 4,052,430    $4,396,382    $(343,952)(D)
                                      -----------    ----------    ---------

      Total cost of sales             $ 7,171,020    $7,110,433    $  60,587

Selling, general and
  administrative expenses             $ 2,813,058    $2,097,417    $ 715,641(E)
                                      -----------    ----------    ---------

      Total operating expenses        $ 9,984,078    $9,207,850    $ 776,228
                                      -----------    ----------    ---------

Operating income                      $   548,892    $  354,396    $ 194,496
                                      -----------    ----------    ---------

Other Income                          $         0    $  280,000    $(280,000)(F)
Interest expense, net                 $  (130,522)   $ (226,446)   $  95,924(G)
                                      -----------    ----------    ---------

      Total Other Income (Expense)    $  (130,522)   $   53,554    $(184,076)
                                      -----------    ----------    ---------

Income before income taxes            $   418,370    $  407,950    $  10,420
                                      ===========    ==========    =========


     (A) The net  increase in sales in this  segment of our  business in the six
     months ended June 30, 2002 resulted  primarily from sales of a product line
     that was  introduced  during the third quarter of 2001.  This was partially
     offset by the decline in sales of a line of specially purchased merchandise
     that neared complete sell-off in the fourth quarter of 2001.

     (B) During  the six months  ended June 30,  2002,  as  compared  to the six
     months  ended  June 30,  2001,  sales  for  this  segment  of our  business
     increased  primarily  as a result of growth in the  branded  cosmetics  and
     designer fragrances portion of our business.

     (C) Cost of sales for the "Opportunity"  segment of our business  increased
     to  approximately  73% of sales in the six months  ended June 30, 2002 from
     approximately  65% of sales in the six  months  ended  June 30,  2001.  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  decreased to
     approximately  65% of sales  for the six  months  ended  June  30,  2002 as
     compared to  approximately  82% of sales for the six months  ended June 30,
     2001.  This resulted  primarily from higher sales of branded  cosmetics and
     designer fragrances, 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 six months ended
     June 30,  2002 as  compared  with the six  months  ended  June 30,  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) Other income represents  proceeds from the settlement of a legal action
     brought  against one of the Company's  licensors  for an alleged  breach of
     contract.

     (G) The decrease in interest expense during the six month period ended June
     30, 2002 versus the six month period ended June 30, 2001 resulted primarily
     from less borrowings outstanding,  coupled with reductions in the borrowing
     rate.



                                       13



CONDENSED  CONSOLIDATED RESULTS OF OPERATIONS:  Three Months Ended June 30, 2002
Compared to the Three Months Ended June 30, 2001

The Company has two  principal  business  segments  (see Note 8 to the Company's
Condensed  Consolidated  Financial  Statements - Unaudited)  -  Opportunity  and
Cosmetics.

                                     JUNE 30, 2002  JUNE 30, 2001  $ CHANGE
                                     -------------  -------------  ---------
Net sales:
   Opportunity                         $1,950,337    $1,717,601    $ 232,736(A)
   Cosmetics                           $2,874,776    $2,830,848    $  43,928(B)
                                       ----------    ----------    ---------

       Total net sales                 $4,825,113    $4,548,449    $ 276,664
                                       ----------    ----------    ---------

Cost of sales:
   Opportunity                         $1,424,926    $1,123,730    $ 301,196(C)
   Cosmetics                           $1,850,878    $2,467,984    $(617,106)(D)
                                       ----------    ----------    ---------

       Total cost of sales             $3,275,804    $3,591,714    $(315,910)

Selling, general and
  administrative expenses              $1,400,491    $  917,612    $ 482,879(E)
                                       ----------    ----------    ---------

       Total operating expenses        $4,676,295    $4,509,326    $ 166,969
                                       ----------    ----------    ---------

Operating income                       $  148,818    $   39,123    $ 109,695
                                       ----------    ----------    ---------
Other Income                           $        0    $  280,000    $(280,000)(F)
Interest expense, net                  $  (69,871)   $ (104,667)   $  34,796(G)
                                       ----------    ----------    ---------

       Total Other Income (Expense)    $  (69,871)   $  175,333    $(245,204)
                                       ----------    ----------    ---------

Income before income taxes             $   78,947    $  214,456    $(135,509)
                                       ==========    ==========    =========


     (A) The net  increase  in sales in this  segment of our  business  resulted
     primarily from sales of a product line that was introduced during the third
     quarter of 2001.  This was  partially  offset by the  decline in sales of a
     line of specially  purchased  merchandise that neared complete  sell-off in
     the fourth quarter of 2001.

     (B) The  change in  cosmetic  sales  represents  less than a 2%  difference
     versus the 2nd quarter of 2001. This change was primarily due to changes in
     the sales mix.

     (C) Cost of sales for the "Opportunity"  segment of our business  increased
     to 73% of sales in the  second  quarter of 2002 from  approximately  65% of
     sales in the second quarter of 2001. 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  decreased to
     approximately   64%  of  sales  for  the   second   quarter  of  2002  from
     approximately  87% of sales for the second  quarter of 2001.  This resulted
     primarily from higher sales of branded  cosmetics and designer  fragrances,
     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
     June 30,  2002 as  compared  with the three  months  ended June 30, 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) Other income represents  proceeds from the settlement of a legal action
     brought  against one of the Company's  licensors  for an alleged  breach of
     contract.

     (G)  The decrease in interest  expense  during the three month period ended
     June 30, 2002 as compared  with the three month  period ended June 30, 2001
     resulted  primarily from lower outstanding  borrowing levels,  coupled with
     reductions in the borrowing rate.


                                       14



Liquidity and Capital Resources

At June 30,  2002 we had  working  capital  of  approximately  $9,700,000.  This
balance  included  cash and cash  equivalents,  which  decreased  during the six
months ended June 30, 2002 from approximately $60,000 to $45,000, resulting from
our  operating,  investing and  financing  activities,  as more fully  discussed
below.

During the six months ended June 30, 2002,  our operating  activities  used cash
and cash equivalents of approximately  $1,313,000.  This consisted  primarily of
paying  down  accounts  payable,  accrued  expenses  and  other  liabilities  of
approximately  $2,894,000  and the  acquisition  of  additional  inventories  of
approximately $1,741,000, offset by net income of approximately $251,000 and net
collections of accounts receivable of approximately $3,091,000.

During the six months ended June 30, 2002,  our investing  activities  used cash
and cash  equivalents of  approximately  $73,000 for the acquisition of property
and equipment.

During the six months ended June 30, 2002,  our  financing  activities  provided
cash and cash equivalents of approximately $1,371,000.  This consisted primarily
of  increased  borrowings  under our credit line of  approximately  $717,000 and
proceeds from new long-term  debt of $750,000,  more fully  discussed in Notes 3
and 4 of the Condensed Consolidated Financial Statements at June 30, 2002. These
additional  borrowings  were  partially  offset  by  payments  of  principal  on
long-term debt of  approximately  $184,000.  Proceeds from issuance of shares in
connection with the exercise of options were approximately $88,000.

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 Notes 3, 4 and 5 of the Condensed  Consolidated Financial
Statements at June 30, 2002. At June 30, 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 (with $350,000 allocated for a standby letter
          of credit,  more fully described below) against the Company's eligible
          accounts  receivable and inventories through October 31, 2002. At June
          30, 2002 we had  $3,339,518  outstanding  under the revolving  line of
          credit,  representing  a net  increase  in our  borrowings  under  the
          revolving  line of credit of $717,128  from  December 31, 2001.  As of
          August 13, 2002 the  outstanding  balance under the revolving  line of
          credit was $3,109,453.  On July 11, 2002, the Company issued a standby
          letter  of credit in the  amount of  $350,000  on behalf of one of its
          suppliers.  The  maximum  amount  the  company  may  borrow  under the
          revolving  line  of  credit  (see  Note  3 to the  attached  Condensed
          Consolidated Financial Statements) is reduced by the amount guaranteed
          pursuant to the standby  letter of credit.  As of August 13, 2002,  no
          drawings have been made against the standby letter of credit.

     2)   A  $1,498,808  term  loan  originated  in  June,  2002.  Of the  total
          proceeds,  $748,808  was  applied to the  repayment  of the  remaining
          balances of prior term loans, and $750,000 was applied to reduction of
          the balance  outstanding under the revolving line of credit.  The loan
          is payable in monthly  installments  of $41,634 plus interest  through
          July 2005.  The loan had an  outstanding  balance of  $1,454,922 as of
          June 30, 2002.

The  Facility  requires  interest  to be paid  monthly at 2.75% above the 30 day
London  Interbank  Offering (LIBOR) rate (an effective rate of 4.58% at June 30,
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 June  30,  2002,  $38,173  and  $70,140  were
outstanding under the 1997 loan and 1999 loan, respectively.

As of  August  13,  2002,  the  outstanding  balance  under  all term  loans was
$1,516,826.


                                       15



The tables below summarize our long term debt and our lease commitments as of
June 30, 2002:

                             PAYMENTS DUE BY PERIOD
                             ----------------------

Long term Obligations                Less than     1-3          4-5       After
As of June 30, 2002       Total       1 year      years        years     5 years
                        ----------   --------   ----------   --------    -------

Merrill Lynch           $1,455,000   $500,000    $955,000        --         --
Other                   $  108,000   $ 29,000    $ 79,000        --         --


                   AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                   ------------------------------------------

                           Total
Total Lease Commitments   Amounts    Less than     1-3         4-5        Over
As of June 30, 2002      Committed    1 year      years       years      5 years
                        ----------   --------   ----------   --------    -------

495 River Street        $  497,000   $275,000    $222,000       --         --


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.



                                       16



PART II OTHER INFORMATION

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

The Annual  Meeting of  Shareholders  of the Company (the "Annual  Meeting") was
held on May 30, 2002. At the Annual  Meeting,  the  shareholders  of the Company
voted upon the election of six directors  with all six nominees  being  elected.
The votes cast with respect to the election of directors are set forth below. No
other directors' term of office continued after the Annual Meeting.

The votes were cast as follows:

PROPOSAL NO. 1

                                    NUMBER OF VOTES              NUMBER OF VOTES
NAME                                      FOR                        WITHHELD
----------------                    ---------------              ---------------

Harold Markowitz                       1,555,545                      3,948

Paul Sharp                             1,555,545                      3,948

Jorge Lazaro                           1,555,545                      3,948

Jack Koegel                            1,551,545                      7,948

Stanley R. Goodman                     1,551,545                      7,948

Edward C. Ross                         1,551,545                      7,948




                                       17



PART II  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.      Exhibits

        10.1 Merrill Lynch Term Loan and Security Agreement
        10.2 Merrill Lynch Collateral Installment Note
        10.3 Merrill Lynch Unconditional Guaranty
        10.4 Merrill Lynch Security Agreement
        99.1 Certification Pursuant to 18 U.S.C. Section 1350

B.      Reports on Form 8-K

No  reports  on Form 8-K were filed by the  registrant  during  the three  month
period ended June 30, 2002.




                                       18



                                   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/ George Fischer
                                           ------------------

                                           George Fischer
                                           Chief Financial Officer
                                           As both duly authorized
                                           officer of the registrant and
                                           as principal financial officer
                                           of registrant

August 14, 2002





                                       19