This Statement on Schedule 13D (this "Schedule13 D") relates to (i) the common stock, par value $0.15 per share (the "Common Stock"), of Puroflow Incorporated, a Delaware corporation (the "Issuer") acquired from Issuer in a private offering (the "Private Offering") pursuant to those certain Subscription Agreements by and between Issuer and MSR I SBIC, L.P., and Issuer and Tri-Lev LLC (the "Subscription Agreements"); and (ii) warrants to purchase shares of Common Stock, exercisable until December 31, 2012, at $7.75 per share (the "Warrants") acquired pursuant to that certain Management Services Agreement (the "MSA") by and between Issuer and MSR Advisors, Inc. The Common Stock and Warrants sometimes are collectively referred to as the "Securities" in this Schedule 13D.

The address of Issuer's principal office is 1016 Lanark Street, Sun Valley, California.

This Schedule 13D is being filed on behalf of MSR I SBIC, L.P., a Delaware limited partnership ("MSRI"), MSR Advisors, Inc. a Delaware Subchapter "S" corporation ("MSRA"), MSR I SBIC Partners, LLC, a Delaware limited liability company ("MSRI Partners"), Tri-Lev LLC, a Connecticut limited liability company ("Tri-Lev"), and Daniel A. Levinson, an individual and citizen of the United States ("Levinson" and, collectively with MSRI, MSRA, MSRI Partners, and Tri-Lev, the "Reporting Persons").

Appendix A attached hereto and incorporated herein by reference sets forth with respect to each general partner, executive officer and director of MSRI, MSRA, MSRI Partners, and Tri-Lev the following information: (a) name; (b) residence or business address; (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship of such person.

MSRI's principal business is to invest in small to mid-sized companies with less than $18,000,000 in net worth. The principal address of MSRI is 8 Wright Street, Westport, Connecticut 06880.

Tri-Lev's principal business is investing in a variety of investments. The principal business address of Tri-Lev is 8 Wright Street, Westport, Connecticut 06880.

MSRA's principal business is to act as an investment counselor and portfolio manager of certain funds. The principal business address of MSRA is 8 Wright Street, Westport, Connecticut 06880.

MSRI Partners' principal business is acting as the general partner of MSRI. The principal business address of MSRI Partners is 8 Wright Street, Westport, Connecticut 06880.

Levinson's principal business is acting as the president of MSRA.

None of the Reporting Persons or the individuals listed in Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

None of the Reporting Persons or the individuals listed in Appendix A has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

On April 11, 2003, Issuer and MSRI and Issuer and Tri-Lev entered into the Subscription Agreements, effective as of April 29, 2003, pursuant to which Issuer agreed to sell and MSRI and Tri-Lev agreed to purchase shares of Common Stock at a price of $7.75 per share. MSRA and Issuer have entered into the MSA, pursuant to which Issuer agreed to provide services to Issuer in exchange for, among other things, 50,000 Warrants at an exercisable at $7.75 per share. The acquisitions of shares by MSRI and Tri-Lev were funded out of working capital. MSRA acquired the Warrants as partial consideration for services rendered pursuant to the MSA.

The Securities have been acquired for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. Levinson participates directly in the management of the Issuer through representation on the Issuer's Board of Directors (the "Board") by virtue of Levinson's appointment to fill a vacancy on the Board effective as of May 1, 2003.

The Reporting Persons intend to review the investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Securities in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer's Securities or otherwise, they may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately-negotiated transactions. Similarly, depending on market conditions and other factors, the Reporting Persons may determine to dispose of some or all of the Securities currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as set forth above, the Reporting Persons have not formulated any plans or proposals that relate to or would result in:

    (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

    (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries;

    (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

    (d) Any change in the present Board of Directors of management of the Issuer, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board;

    (e) Any material change in the present capitalization or dividend policy of the Issuer;

    (f) Any other material change in the Issuer's business or corporate structure;

    (g) Changes in the Issuer's charter, by-laws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

    (h) Causing a class of the securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be traded in an inter-dealer quotation system of a registered national securities association;

    (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; or

    (j) Any action similar to any of those listed above.

(a) and (b) As a result of certain relationships, each of the Reporting Persons may be deemed to directly and/or indirectly beneficially own up to 375,584 shares of Common Stock, representing in the aggregate approximately 20.3% of the outstanding shares of Common Stock, based on the number of shares of Common Stock reported to be outstanding as of March 12, 2003, in the Issuer's Annual Report on Form 10-KSB for the fiscal year ended January 31, 2003, as filed with the Securities and Exchange Commission (the "SEC") on March 31, 2003, together with (i) the number of shares of Common Stock issued in the Offering pursuant to which MSRI and Tri-Lev, along with other purchasers, acquired their shares and (ii) the number of shares underlying the Warrants (such number of outstanding shares, the "Current Number"). Each Reporting Person expressly disclaims beneficial ownership of any Securities beneficially owned by any other Reporting Person.

Due to their relationship with one another, the Reporting Persons may be deemed to constitute a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to their beneficial ownership of the shares of Common Stock and Warrants. The Reporting Persons, however, expressly disclaim such status and declare that the filing of this Schedule 13D is not and should not be deemed an admission that any Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is the beneficial owner of the shares of Common Stock or Warrants held by any other Reporting Person.