SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                           ---------------------------

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2001

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________to__________

                         Commission File Number 0-78271

                                IMAGEX.COM, INC.
             (Exact name of registrant as specified in its charter)

        Washington                                    91-1727170
 (State of Incorporation)                  (IRS Employer Identification No.)


                         10210 NE Points Dr., Suite 200
                               Kirkland, WA 98033
                    (Address of principal executive offices)

                                 (425) 576-6500
                         (Registrant's telephone number)

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

     The number of shares of common stock, $.01 par value, outstanding on July
31, 2001 was 30,880,522.


<PAGE>

                                IMAGEX.COM, INC.

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page No.
PART I -- FINANCIAL INFORMATION
<S>                                                                                             <C>
Item 1. Condensed Consolidated Financial Statements
        (Unaudited)........................................................................     1

        Consolidated Balance Sheets as of  June 30, 2001 and December 31, 2000............      1

        Consolidated Statements of Operations for the Three and Six Months Ended
        June 30, 2001 and June 30, 2000...................................................      2

        Consolidated Statement of Shareholders' Equity for the Six Months Ended
        June 30, 2001.....................................................................      3

        Consolidated Statements of Cash Flows for the Six Months Ended June 30,
        2001 and June 30, 2000............................................................      4

        Notes To Consolidated Financial Statements........................................      5

Item 2. Management's Discussion and Analysis of Financial Condition and Results of
        Operations........................................................................      8

Item 3. Quantitative and Qualitative Disclosures About Market Risk........................     17

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.................................................................     17

Item 2. Changes in Securities and Use of Proceeds.........................................     18

Item 4. Submission of Matters to a Vote of Security Holders...............................     18

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

SIGNATURES     ...........................................................................     20
</TABLE>


                                      -i-

<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                IMAGEX.COM, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                     June 30,   December 31,
                                                                                                       2001         2000
                                                                                                    ---------   ------------
<S>                                                                                                 <C>          <C>
Assets
Current assets
    Cash and cash equivalents                                                                       $  24,340    $  40,420
    Accounts receivable (net of allowances totaling $864 and $1,403 at June 30, 2001
      and December 31, 2000 respectively)                                                              10,479       12,250
    Inventories                                                                                         3,538        3,726
    Prepaid expenses and other current assets                                                             520        1,390
                                                                                                    ---------    ---------
         Total current assets                                                                          38,877       57,786

Restricted cash                                                                                         1,600        2,412
Property and equipment, net                                                                            20,133       22,748
Goodwill, net                                                                                          39,268       41,658
Other assets, net                                                                                      10,346       11,702
                                                                                                    ---------    ---------
          Total assets                                                                              $ 110,224    $ 136,306
                                                                                                    =========    =========

Liabilities and Shareholders' Equity
Current liabilities
    Accounts payable                                                                                $   3,669    $   5,519
    Accrued liabilities                                                                                 4,596        4,881
                                                                                                    ---------    ---------
        Total current liabilities                                                                       8,265       10,400
Notes Payable, net of current portion                                                                   4,825        8,800
                                                                                                    ---------    ---------
        Total liabilities                                                                              13,090       19,200
                                                                                                    ---------    ---------


Shareholders' equity
    Common stock, $0.01 par value; 70,000,000 shares authorized; 30,788,786 and 26,557,287 shares
         issued and outstanding June 30, 2001 and December 31, 2000 respectively                          308          265
    Additional paid-in capital                                                                        203,515      199,092
    Unearned compensation                                                                                (227)        (837)
    Notes receivable from shareholders                                                                    (76)        (100)
    Accumulated other comprehensive income (loss)                                                                      (27)
    Accumulated deficit                                                                              (106,386)     (81,287)
                                                                                                    ---------    ---------
        Total shareholders' equity                                                                     97,134      117,106
                                                                                                    ---------    ---------

         Total liabilities and shareholders' equity                                                 $ 110,224    $ 136,306
                                                                                                    =========    =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      -1-
<PAGE>

                                IMAGEX.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands except share and per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             Three months ended                 Six Months Ended
                                                                   June 30                           June 30
                                                             2001            2000              2001            2000
<S>                                                     <C>              <C>               <C>              <C>
Revenues                                                $     15,551     $      7,134      $    30,176      $    12,702
Cost of sales                                                 10,030            4,759           20,003            8,950
                                                        ------------     ------------      -----------      -----------
Gross profit                                                   5,521            2,375           10,173            3,752

Operating expenses
    General and administrative (excluding
       amortization of unearned compensation
       of $242, $362, $500 and $813)                           6,416            5,743           15,079           10,903
    Sales and marketing                                        4,288            5,308           10,237            9,303
    Product development (excluding amortization
      of unearned compensation of $0, $88, $(180)
      and $205)                                                3,101            1,773            6,631            3,548
    Amortization of unearned
        compensation, goodwill and other intangibles           1,857              712            3,912            1,419
    In-process research and development                                         1,062                             1,062
                                                        ------------     ------------      -----------      -----------


      Total operating expenses                                15,662           14,598           35,859           26,235
                                                        ------------     ------------      -----------      -----------


      Loss from operations                                   (10,141)         (12,223)         (25,686)         (22,483)
                                                        ------------     ------------      -----------      -----------


   Interest income, net                                          212            1,454              588            2,175
                                                        ------------     ------------      -----------      -----------


      Net loss                                          $     (9,929)    $    (10,769)     $   (25,098)     $   (20,308)
                                                        ============     ============      ===========      ===========

Basic and diluted net loss per share                    $      (0.36)    $      (0.48)     $     (0.93)     $     (0.97)
                                                        ============     ============      ===========      ===========

Weighted-average shares outstanding                       27,342,244       22,453,920       26,853,393       20,888,692
                                                        ============     ============      ===========      ===========
</TABLE>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
<S>                                                          <C>             <C>              <C>              <C>
Net loss                                                     $(9,929)        $(10,769)        $(25,098)        $(20,308)

Other comprehensive income (loss):
     Foreign currency translation                                 42                                27
                                                             -------         --------         --------         --------

                                                             =======         ========         ========         ========
Comprehensive income (loss)                                  $(9,887)        $(10,769)        $(25,071)        $(20,308)
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -2-
<PAGE>


                                IMAGEX.COM, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        (in thousands except share data)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                      Common stock           Additional
                                              ---------------------------     paid-in        Unearned
                                                 Shares          Amount       Capital      compensation
                                              -----------      ----------    ----------    ------------
<S>                                            <C>              <C>          <C>             <C>
Balances, January 1, 2001                      26,557,287       $    265     $ 199,092       $  (837)

Issuance of common stock upon exercise of
    stock options                                  59,880              0            13

Issuance of common stock pursuant to
    Employee Stock Purchase Plan                  119,890              1           375


Private placement of common stock               4,273,504             43         4,807
Other                                            (221,775)            (2)         (485)
Amortization of unearned compensation                                             (290)          610
Collection of notes receivable
Currency Translation
Net loss

                                              -----------       --------     ---------       -------
Balances, June 30, 2001                        30,788,786       $    308     $ 203,515       $  (227)
                                              -----------       --------     ---------       -------

<CAPTION>

                                                  Notes
                                               receivable         Other
                                                  from        Comprehensive    Accumulated
                                              shareholders    Income (loss)      deficit         Total
                                              ------------    -------------    -----------     --------
<S>                                              <C>             <C>            <C>            <C>
Balances, January 1, 2001                        $(100)          $(27)          $ (81,287)     $117,106

Issuance of common stock upon exercise of
    stock options                                                                                    13
Issuance of common stock pursuant to
    Employee Stock Purchase Plan                                                                    376

Private placement of common stock                                                                 4,850
Other                                                                                              (484)
Amortization of unearned compensation                                                               320
Collection of notes receivable                      24                                               24
Currency Translation                                               27                                27
Net loss                                                                          (25,098)      (25,098)

                                                 -----           ----           ---------      --------
Balances, June 30, 2001                          $ (76)          $  0           $(106,386)     $ 97,134
                                                 -----           ----           ---------      --------
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      -3-
<PAGE>

                                IMAGEX.COM, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                         Six months ended
                                                                                             June 30,
                                                                                     ------------------------
                                                                                        2001           2000
                                                                                     ---------       --------
<S>                                                                                  <C>             <C>
Cash flows from operating activities
Net loss                                                                             $ (25,098)      $(20,308)
Adjustments to reconcile net loss to net cash used in operating activities
    Depreciation and amortization                                                        7,611          2,085
    Amortization of unearned compensation                                                  320          1,017
Loss on disposal of fixed assets                                                         1,456
Other                                                                                      (85)
Write-off of acquired in process research and development                                               1,062
    Change in operating assets and liabilities                                             726            244
                                                                                     ---------       --------


           Net cash used in operating activities                                       (15,071)       (15,900)
                                                                                     ---------       --------


Cash flows from investing activities
    Purchases of property and equipment                                                 (2,859)        (9,785)
 Restricted cash                                                                           812           (788)
    Purchase of Creativepro.com, net of cash acquired                                                 (13,381)
    Purchase of Howard Press, net of cash acquired                                                    (12,494)
                                                                                     ---------       --------


           Net cash used in investing activities                                        (2,047)       (36,448)
                                                                                     ---------       --------


Cash flows from financing activities
    Repayment of line of credit                                                         (3,975)
    Proceeds from exercise of warrants and options                                          13            635
    Proceeds from issuance of common stock in follow-on offering (net of
      offering costs of $6,547)                                                                       101,452
    Repayment of debts assumed in Creativepro.com and Howard Press acquisitions                        (8,251)
    Proceeds from issuance of common stock related to
      the Employee Stock Purchase Plan                                                     376            372

    Proceeds from sale of common stock                                                   4,850
    Other                                                                                 (253)            44
                                                                                     ---------       --------

           Net cash provided by financing activities                                     1,011         94,252
                                                                                     ---------       --------

Effect of exchange rate changes on cash                                                     27

Net increase in cash and cash equivalents                                              (16,080)        41,904
Cash and cash equivalents at
    Beginning of period                                                                 40,420         18,257
                                                                                     ---------       --------

    End of period                                                                    $  24,340       $ 60,161
                                                                                     =========       ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -4-
<PAGE>

                                IMAGEX.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

     ImageX.com, Inc. ("the Company") was incorporated on August 21, 1995 and is
headquartered in Kirkland, Washington. The Company provides Internet-based
business-to-business e-procurement services for printed business materials and
designs and markets graphic-design software. The Company's e-procurement
solution includes the following services:

     o    Corporate Online Printing Center, a customized, secure Web site for
          larger corporate customers containing an online catalog of their
          repeat-ordered printed business materials;

     o    Extensis graphic-design software including Portfolio media asset
          manager, Suitcase font manager, and first ever Web-based digital
          file-checking software, Preflight Online;

     o    Creativepro.com, a Web portal offering industry news, reviews,
          e-stores for graphic design professionals; and

     o    Small Business Printing Center, an outsourced small office/home office
          print e-procurement service

     The accompanying unaudited condensed consolidated financial statements have
been prepared in conformity with generally accepted accounting principles and
reflect all adjustments that, in the opinion of management, are necessary for a
fair presentation of the results for the periods shown. Certain information and
note disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with the rules and regulations of the Securities and
Exchange Commission. Portions of the accompanying financial statements are
derived from the audited financial statements as of and for the year ended
December 31, 2000. The results of operations for interim periods are not
necessarily indicative of the results expected for the full fiscal year or for
any future period.

     Generally accepted accounting principles require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates
and assumptions.

     The accompanying unaudited consolidated financial statements should be read
in conjunction with the audited financial statements in our annual report filed
on Form 10-K for the fiscal year ended December 31, 2000 and the notes thereto.

     The financial statements of the Company are consolidated and include the
accounts of the Company and its wholly-owned subsidiaries. Significant
intercompany transactions and balances have been eliminated.

     In June 1998, the Financial Accounting Standard Board (FASB) issued SFAS
No. 133, "Accounting for Derivatives and Hedging Activities", which established
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. The new standard became effective for
the Company on January 1, 2001. Because the Company has not used nor currently
intends to use derivatives, the adoption of SFAS No. 133 has had no effect on
the financial position or results of operations of the Company.

     On June 29, 2001, the FASB approved FASB Statement No. 141 (FASB 141)
"Business Combinations" and FASB Statement No. 142 (FASB 142), "Goodwill and
Other Intangible Assets." FASB 141 establishes new standards for accounting and
reporting requirements for business combinations closed after June 30, 2001 and
prohibits the use of the pooling of interests method for combinations initiated
after June 30, 2001. FASB 142


                                      -5-
<PAGE>

changes the accounting for goodwill from an amortization method to an impairment
only approach. Upon adoption of FASB 142, goodwill will be tested at the
reporting unit annually and whenever events or circumstances occur indicating
that goodwill might be impaired. Amortization of goodwill, including goodwill
recorded in past business combinations, will cease. The adoption date for the
Company will be January 1, 2002 and the Company's still assessing what the
impact of FASB 141 and FASB 142 will be on its results of operations and
financial position.

2. REVENUE RECOGNITION POLICY

     The Company's range of printing products includes business cards, general
office products, and marketing/promotional materials. In the Corporate Online
Printing Center and through its wholly-owned subsidiaries, Image Press, Fine
Arts Graphics, and Howard Press, the Company generally recognizes printing
revenues when the order is shipped to the customer and when the Company has
fulfilled all of its contractual obligations.

     The Company also sells software products to distributors, resellers and
customers. The revenue for these sales is recognized when persuasive evidence of
a contract exists, software has been delivered, the fee is fixed or determinable
and collectibility is probable. Distributors and resellers generally have a
sixty-day right of return. A provision is recorded for estimated product
returns.

     Service revenues generated from creation of Web sites for customers to use
our Corporate Online Printing Center are deferred and recognized over estimated
life of the customer relationship. Incremental direct costs for creating such
Web sites are deferred over the same period. Web site maintenance fees are
recognized over the contractual period.

3. INVENTORIES

     Inventories consisted of the following at:

                                            June 30,     December 31,
                                              2001           2000
                                         (in thousands) (in thousands)
                                         -------------   ------------

Raw materials & supplies                     $1,385         $1,429
Work-in-process                                 801            687
Finished goods                                1,352          1,610
                                             ------         ------

                                             $3,538         $3,726
                                             ------         ------

4. NET LOSS PER SHARE

     Net loss per share is computed using the weighted-average number of common
shares outstanding excluding shares subject to repurchase. The weighted average
shares of restricted stock subject to repurchase totaled 225,837 and 422,313
shares for three months ended June 30, 2001 and 2000, respectively and 250,122
and 450,449 for the six months ended June 30, 2001 and 2000, respectively.

     Dilutive securities include options, warrants and restricted stock subject
to repurchase. Potentially dilutive securities totaling 5,713,044 and 3,352,925
shares as of June 30, 2001 and 2000, respectively, were excluded from diluted
loss per share because of their antidilutive effect.


                                      -6-
<PAGE>

5. SEGMENT INFORMATION

     The Company has two major segments: Printing and Related Technology
Services and Software Products and Services. Printing and Related Technology
Services segment includes an aggregation of operations that provide
internet-based e-procurement solutions for printed business materials to
corporate customers. The Software Products and Services segment includes
development and sales of graphic design and print file preparation software
applications for corporate customers and individuals.

     Segment information is presented in accordance with SFAS 131, "Disclosures
about Segments of an Enterprise and Related Information". This standard is based
on a management approach, which requires segmentation based upon the Company's
internal organization and disclosure of revenue and income based upon internal
accounting methods. The measure of profit or loss used for each reportable
segment is net income or loss. Corporate costs and interest expense are included
in the Printing and Related Technology Services segment. There is no
inter-segment revenue on transactions between reportable segments.

     Information on reportable segments and reconciliation to consolidated
financial information is as follows (in thousands):

<TABLE>
<CAPTION>
                                           Printing and Related        Software Products
     Three months ended June 30,           Technology Services            and Services                 Consolidated
     ---------------------------           -------------------         -----------------               ------------
<S>                                            <C>                          <C>                         <C>
     2001
     Revenues .......................          $ 12,627                     $ 2,924                     $ 15,551
     Net loss .......................            (6,997)                     (2,932)                      (9,929)

     2000
     Revenues .......................          $  6,282                     $   852                     $  7,134
     Net loss .......................            (9,893)                       (876)                     (10,769)
</TABLE>

<TABLE>
<CAPTION>
                                           Printing and Related        Software Products
     Six months ended June 30,             Technology Services            and Services                 Consolidated
     -------------------------             -------------------         -----------------               ------------
<S>                                            <C>                          <C>                         <C>
     2001
     Revenues .......................          $ 24,138                     $ 6,038                     $ 30,176
     Net loss .......................           (19,014)                     (6,084)                     (25,098)

     2000
     Revenues .......................          $ 11,850                     $   852                     $ 12,702
     Net loss .......................           (19,432)                       (876)                     (20,308)
</TABLE>


     Total assets for Printing and Related Technology Services segment were
$74.9 million and $108.0 million as of June 30, 2001 and 2000, respectively.
Total assets for Software Products and Services segment were $35.3 million and
$46.8 million as of June 30, 2001 and 2000, respectively.

6. SHAREHOLDER'S EQUITY

On June 11, 2001, the Company sold an aggregate of 4,273,504 shares of its
common stock at $1.17 per share. In addition, the Company issued immediately
exercisable, seven year warrants representing the right to purchase an aggregate
of 769,231 additional shares of its common stock for $1.17 per share.


                                      -7-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following "Management's Discussion and Analysis of Financial Condition
and Results of Operations" includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. This Act
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about themselves so long as they identify
these statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we
make in this Form 10-Q are forward-looking. In particular, the statements herein
regarding industry prospects and our future results of operations or financial
position are forward-looking statements. Forward-looking statements reflect our
current expectations and are inherently uncertain. Our actual results could
differ materially from those anticipated in these forward-looking statements for
many reasons, including the factors described below and in the section entitled
"Risk Factors Affecting ImageX.com's Operating Results" from our Form 10-K for
our fiscal year ended December 31, 2000. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of this
report. We do not assume any obligation to revise forward-looking statements
except as required by the securities laws.

OVERVIEW

     General

     ImageX.com provides Internet-based business-to-business e-procurement
services for printed business materials and designs and markets graphic-design
software. We derive substantially all our revenues from the e-procurement and
sale of printed business materials and software products and services which
include graphic design and print file preparation software applications. During
the quarter ended June 30, 2001, accomplishments included the following:

     o    Cost savings measures implemented. Late in the second quarter a 10%
          staff reduction was implemented along with additional non-staff cost
          reductions.

     o    Online printing center continued to see customer growth. ImageX.com's
          Corporate Online Printing Center's online Fortune 1000 customers
          totaled 33 at June 30, 2001. Cumulative online printing customers
          reached 352 by the end of the second quarter, reflecting an addition
          of 12 new corporate relationships.

     o    Order volume and number of online products continued growth. Order
          volume for the quarter ended June 30, 2001 grew to 65,033 items, an
          increase of 39% compared to 46,935 in the prior quarter and up 109%
          from 31,108 items, one year ago. During the second quarter, 12 new
          customized corporate Web sites went live and 688 new products were set
          up on customer websites.

     o    ImageX.com released upgrades on two software products. The Company's
          Extensis software line released an upgrade to Suitcase 10 and
          Preflight Online products. Suitcase 10 improvements make activating,
          previewing and managing fonts faster and easier. Preflight Online
          upgrades allow for fuctionality in French, German and Swedish.

     o    New Equity Investment. Private placement of $4.9 million of common
          equity and warrants was completed in the second quarter.


                                      -8-
<PAGE>

     Revenues

     Our revenues consist of e-procurement and sale of printed business
materials and software products and services which include graphic design and
print file preparation software applications. In addition, service revenues
related to the Corporate Online Printing Center are generated from creation of
Web sites and annual maintenance fee for the sites. Total revenue for the second
quarter ending June 30,2001 was $15.6 million.

     Gross Profit

For products sold through our Corporate Online Printing Center that are produced
by our network of vendors, gross profit is calculated as the selling price of a
specific product (including freight) less the price our vendor charges us and
freight costs. For products sold through our Corporate Online Printing Center
that we produce in our own facilities, gross profit is calculated as the selling
price of the product (including freight) less manufacturing costs, freight costs
and certain allocated overhead. For software products, gross profit is the
selling price less manufacturing costs, royalties and amortization of acquired
technology.

     Operating Expenses

     Our business incurs operating expenses in three broad expense categories:
sales and marketing, product development and general and administrative.
Historically,expenses in all three categories have increased significantly due
to acquisitions, our expansion of sales force, and our focus on building the
ImageX.com online printing system and an infrastructure suitable for future
growth. In the future, we intend to focus on increasing our revenue base and
scalability by acquiring new customers, converting customers we acquired to our
online system, increasing revenue from existing customers, and improving
efficiency. Our future viability and success will depend on our ability to
achieve these objectives. We believe that cost-reduction initiatives will reduce
our operating expenses both on an absolute dollar basis and as a percentage of
sales during the remainder of this year.

     Amortization

     Amortization consists of the amortization of unearned compensation,
goodwill and other intangible assets. The amortization of unearned compensation
is a result of recording the difference between the fair value of our common
stock at the date of grant and the exercise or purchase price of such
securities, as applicable. The unearned compensation is amortized over the
remaining vesting period of the applicable stock or options. The amortization of
goodwill and other intangible assets is a result of the acquisitions of Fine
Arts Graphics and Image Press in 1999 and Creativepro.com and Howard Press in
2000. Currently, until adoption of FASB 142 in January 2002, amortization of
goodwill and other intangible assets is over periods ranging from 3 to 10 years.

     Net Loss

     Net loss is calculated as gross profit less operating expenses and is a
function of revenues, cost of sales and other expenses, namely, sales and
marketing, product development, general and administrative and amortization of
unearned compensation, goodwill and other intangible assets. We have incurred
significant net losses since our inception. As of June 30, 2001, we had
accumulated a deficit of ($106.4) million.


                                      -9-
<PAGE>

RESULTS OF OPERATIONS

     Revenue

     Revenues were $15.6 million and $7.1 million for the three month periods
ended June 30, 2001 and 2000, respectively, representing an increase of $8.5
million. Revenues totaled $30.2 million and $12.7 million for the six months
ended June 30, 2001 and 2000 respectively, representing an increase of $17.5
million. These increases were primarily due to the acquisitions of
Creativepro.com and Howard Press in June 2000, new customers, and existing
customers ordering more printed products through their Web sites. Acquisitions
accounted for $8.2 million and $17.4 million of the increase in revenue for the
three month and six month periods ended June 30, 2001. Increases in the number
of customers also contributes to both increased product and service revenues.

     The printing and related services segment revenues were $12.6 and $6.3
million for the three month periods ended June 30, 2001 and 2000, respectively,
representing an increase of $6.3 million. Printing and related services segment
revenues totaled $24.1 million and $11.9 million for the six months ended June
30, 2001 and 2000 respectively, representing an increase of $12.2 million. These
increases were due to the acquisition of Howard Press and the increase in
customer orders. The software products and services segment contributed $2.9 and
$0.9 million to revenue for the three month periods ended June 30, 2001 and
2000, respectively, representing an increase of $2.0 million. The software
products and services segment contributed $6.0 and $0.9 million to revenue for
the six month periods ended June 30, 2001 and 2000, respectively representing an
increase of $5.1 million. This increase was a result of the Creativepro.com
acquisition in June, 2000.

     Gross Profit

     Gross profit was $5.5 and $2.4 million for the three month periods ended
June 30, 2001 and 2000, respectively, representing a increase of $3.1 million.
Gross margin was 36% for the three month period ended June 30, 2001 and 33% for
the three month period ended June 30, 2000. For the six months ended June 30,
2001, gross profit was $10.2 million, compared to $3.8 million for the same
period in 2000, and gross margin increased to 34% from 30%. The increases in
gross profit and gross margin were primarily due to higher volume, increased
prices and acquisitions. Acquisitions contributed $2.8 million and $6.1 million
to the increase in gross profit for the three month and six month periods ended
June 30, 2001.

General and Administrative Expenses

     General and administrative expenses consist primarily of salaries and
benefits for executive, finance, administrative and information technology
personnel as well as outside professional services and facilities related
expenses. General and administrative expenses were $6.4 million and $5.7 million
for the three months ended June 30, 2001 and 2000, an increase of $ 0.7 million.
For the six months ended June 30, 2001 and 2000, these expenses were $15.1
million and $10.9 million, an increase of $4.2 million. The increases in
expenses for both the three month period and six month periods ended June 30,
2001 were primarily due to acquisitions in June 2000, which contributed $1.5
million and $3.4 million to the increase respectively, an increase in
depreciation expense from capital expenditures in prior years, and write-off of
software related to the closure of PrintBid.com's operation. However, the
increase was partially offset by decreases in compensation and other expense
categories as a result of continued cost-reduction initiatives begun in the
first quarter of 2001.

     Sales and Marketing Expenses

     Sales and marketing expenses consist primarily of salaries and related
benefits for sales and marketing personnel, advertising expenses, marketing
expenses and travel expenses. Sales and marketing expenses were $4.3 million and
$5.3 million for the three months ended June 30, 2001 and 2000, respectively, a
decrease of $1 million. The decrease between quarters resulted from a decrease
in compensation expenses of $0.2 million and advertising expenses of $0.8
million. For the six months ended June 30, 2001 and 2000, these expenses were
$10.2 million and $9.3 million, an increase of $0.9 million. The increase from
2000 to 2001 is the result of marketing expenses of $1.0 million and
compensation expense of $1.2 million, offset by a decrease in advertising
expenses of $1.2 million.


                                      -10-
<PAGE>

     Product Development Expenses

     Product development expenses consist primarily of salaries and benefits for
developers, product managers, quality assurance personnel, and payments to
outside contractors for programming services. Product development expenses were
$3.1 million and $1.8 million for the three months ended June 30, 2001 and 2000,
an increase of $1.3 million. For the six months ended June 30, 2001 and 2000,
these expenses were $6.6 million and $3.5 million, an increase of $3.1 million.
The increases in product development expenses were due to increased salary and
benefit related expenses from increased staffing, including software development
personnel and an acquisition in June 2000, which contributed $1.1 million and
$1.9 million to the increase for the three month and six month periods ended
June 30, 2001.

     Amortization

     The amortization of unearned compensation was $0.2 million and $0.4 million
for the three months ended June 30, 2001 and 2000, respectively. For the six
months ended June 30, 2001 and 2000, these expenses were $0.3 million and $1.0
million. The unamortized portion of total unearned compensation is reflected as
a reduction of shareholders' equity and generally will be amortized over the
remaining vesting period of the applicable stock or options. The unearned
compensation related to options, however, is being amortized over the vesting
period of the individual options, generally four years, using an accelerated
method.

     The amortization of goodwill and other intangibles was $1.6 million and
$0.3 million for the three month periods ended June 30, 2001 and 2000,
respectively. For the six months ended June 30, 2001 and 2000, these expenses
were $3.6 and $0.4 million. The intangible assets being amortized result
primarily from acquisitions.

     Interest Income Net

     Net interest income was $0.2 million and $1.5 million for the three month
periods ended June 30, 2001 and 2000, respectively. Net interest income was $0.6
million and $2.2 million for the six month periods ended June 30, 2001 and 2000.
The interest income is a result of cash received in our public offering in
August 1999 and our follow-on offering in February 2000. The decrease in
interest income, net is due primarily to the decrease in the cash and cash
equivalent balance and increased interest expense.

     Income Taxes

     No provision for federal and state income taxes has been recorded to date
because we have incurred net losses from inception through June 30, 2001. As of
June 30, 2001, we had approximately $93.7 million of net operating loss
carryforwards for federal income tax purposes, expiring in 2012 through 2021.
These losses are available to offset future taxable income. Given our limited
operating history, losses incurred to date and the difficulty in accurately
forecasting our future results, we do not believe that the realization of the
related deferred income tax assets meets the criteria for realization required
by generally accepted accounting principles and, accordingly, no tax benefit has
been recorded.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2001, we had cash and cash equivalents of $24.3 million,
representing a decrease of $16.1 million from cash and cash equivalents held as
of December 31, 2001. Our working capital at June 30, 2001 was $30.6 million,
compared to $47.4 million at December 31, 2000.

     Net cash used in operating activities was $15.1 million and $15.9 million
for the six month periods ended June 30, 2001 and 2000, respectively. The
operating cash outflows were primarily attributable to significant expenditures
on product development, sales and marketing, and general and administrative
expenses, all of which


                                       11
<PAGE>

led to operating losses. The cash outflows resulting from operating losses and
decreases in current liabilities, including trade payables, were partially
offset by decreases in accounts receivable.

     Net cash used in investing activities was $2 million and $36.4 million for
the six month periods ended June 30, 2001 and 2000, respectively, and consisted
primarily of capital expenditures, including equipment and software, restricted
cash balances, and the 2000 acquisitions of Creativepro.com and Howard Press.

     Net cash provided by financing activities was $1 million for the six month
period ended June 30, 2001 and consisted primarily of $4.9 million in net
proceeds from the issuance of common stock in a private placement and the
repayment of $3.9 million in debt. Net cash provided by financing activities was
$94.3 million for the six month period ended June 30, 2000 and was primarily
from the issuance of common stock in the follow-on offering in February/March
2000.

     As of June 30,2001, Howard Press had loans outstanding totaling $4.8
Million under revolving credit and term loan facilities. Funds available but
undrawn under the facilities as of June 30, 2001 was $1.3 million.

     Our future capital requirements will depend on many factors that are
difficult to predict, including our rate of revenue growth if any, our operating
losses, the cost of obtaining new customers and technical capabilities, and the
cost of upgrading and maintaining our network infrastructure and other systems.
We believe that our existing cash and cash equivalents together with available
credit facilities, will be sufficient to meet our anticipated cash needs for
working capital and capital expenditures for at least the next 12 months. Longer
term as the Company continues the development of its business, it will use
currently available funds and seek additional sources of financing, if
necessary. If unsuccessful in obtaining the necessary funding, the Company will
attempt to expand its operations on a reduced scale based on available capital
resources.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD

In June 1998, the Financial Accounting Standard Board (FASB) issued SFAS No.
133, "Accounting for Derivatives and Hedging Activities", which established
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. The new standard became effective for
the Company on January 1, 2001. Because the Company has not used nor currently
intends to use derivatives, the adoption of SFAS No. 133 had no effect on the
financial position or results of operations of the Company.

     On June 29, 2001, the FASB approved FASB Statement No. 141 (FASB 141)
"Business Combinations" and FASB Statement No. 142 (FASB 142), "Goodwill and
Other Intangible Assets." FASB 141 establishes new standards for accounting and
reporting requirements for business combinations closed after June 30, 2001 and
prohibits the use of the pooling of interests method for combinations initiated
after June 30, 2001. FASB 142 changes the accounting for goodwill from an
amortization method to an impairment only approach. Upon adoption of FASB 142,
goodwill will be tested at the reporting unit annually and whenever events or
circumstances occur indicating that goodwill might be impaired. Amortization of
goodwill, including goodwill recorded in past business combinations, will cease.
The adoption date for the Company will be January 1, 2002 and the Company's
still assessing what the impact of FASB 141 and FASB 142 will be on its results
of operations and financial position.

RISK FACTORS AFFECTING IMAGEX.COM'S OPERATING RESULTS

     You should carefully consider the risks described below and the other
information in this report. While we have attempted to identify all risks that
are material to our business, additional risks that we have not yet identified
or that we currently think are immaterial may also impair our business
operations. The trading price of our common


                                       12
<PAGE>

stock could decline due to any of these risks. In assessing these risks, you
should also refer to the other information in this report, including the
consolidated financial statements and related notes.

     We Have A History Of Losses And Expect Losses Will Continue. We have never
been profitable, and we anticipate that we will continue to incur net losses in
future periods. To become profitable, we must significantly increase our
revenues by obtaining new customers and generating additional revenues from
existing customers, control our expenses and improve our gross margins. As of
June 30, 2001, we had an accumulated deficit of $106.4 million. Although we have
experienced revenue growth in recent periods, our revenues may not continue at
their current level or increase in the future. We may continue to incur
operating losses for some time.

     If we are unable to continue to increase our revenues and operating
margins, our operating losses may continue to increase in future periods.
Increased competition or other changes in printing industry economics may also
adversely affect our ability to eventually become profitable.

     We May Be Unable To Meet Our Future Capital Requirements And Execute On Our
Business Strategy. Because we are not currently generating sufficient cash to
fund operations, we may need to raise additional capital in the future, in order
to fund our operations and pursue our growth strategy. We believe our existing
cash and cash equivalents will be sufficient to meet our anticipated cash needs
for working capital and capital expenditures for at least the next 12 months.
However, our future capital requirements will depend on many factors that are
difficult to predict, including our rate of revenue growth, our operating
losses, the cost of obtaining new customers and technical capabilities, and the
cost of upgrading and maintaining our network infrastructure and other systems.
As a result, we cannot predict with certainty the timing or amount of our future
capital needs. If our capital requirements vary materially from those currently
planned, we may require additional financing sooner than anticipated. We have no
commitments for additional financing, and we may experience difficulty in
obtaining additional funding on favorable terms, if at all. Any difficulty in
obtaining additional financial resources could force us to curtail our
operations or prevent us from pursuing our growth strategy.

     We Have A Limited Operating History And Are Subject To The Risks Of New
Enterprises. We began operations in 1996 and commercially introduced our
Internet-enabled printing services in October 1997. Our limited operating
history and the uncertain and emerging nature of the market in which we compete
make it difficult to assess our prospects or predict our future operating
results. Therefore, you should not consider our recent revenue growth as an
indication of our future rate of revenue growth, if any. Our prospects are
subject to the risks and uncertainties frequently encountered in the
establishment of a new business enterprise, particularly in the new and rapidly
evolving markets for Internet products and services.

     Our Quarterly Results Are Difficult To Predict And Are Likely To Fluctuate,
Which May Have An Impact On Our Stock Price. Our quarterly revenues, expenses
and operating results have varied significantly in the past and are likely to
vary significantly from quarter to quarter in the future. Our operating results
may fall below market analysts' expectations in some future quarters, which
could lead to a significant decline in the market price of our stock. In
addition to the risk factors described elsewhere, quarterly fluctuations may
also result from:

     o    our ability to obtain new customers and upgrade acquired customers to
          the ImageX.com online system;

     o    changes in our operating expenses and capital expenditure
          requirements;

     o    our ability to retain our existing customers and increase sales to
          them;

     o    changes in the mix of printing and software services we sell;

     o    the timing of customer orders;

     o    impairment of long-lived assets;


                                       13
<PAGE>

     o    increased competition; and

     o    general or industry-specific economic conditions.

     Based on all these factors, we believe that our quarterly revenues,
expenses and operating results will be difficult to predict. Moreover, because
of our short operating history and our acquisitions, period-to-period
comparisons of our operating results are not necessarily meaningful. As a
result, you should not rely on such comparisons as indications of our future
performance.

     To Obtain New Customers, We Must Overcome Long Standing Customer
Relationships And Long Sales Cycles. Many of the potential customers that we
pursue through our direct sales process have long-standing business
relationships and personal ties with their existing printers, which they are
reluctant to disrupt. Customers are also often reluctant to change their
existing ordering and production processes to take advantage of our Internet-
based printing services. To successfully sell our products, we generally must
educate our potential customers on the use and benefits of our system, which can
require significant time and resources. Consequently, we must incur substantial
expenses in acquiring new customers and converting them to the ImageX.com online
system. The period between initial contact and the purchase of our products
through our online system is often long and subject to delays associated with
the lengthy approval and competitive evaluation processes that typically
accompany a customer's decision to change its outsourcing relationships. For
typical customers, the sales cycle takes between two to twelve weeks, but for
large customers, the sales cycle may require more than one year.

     A substantial majority of our revenue is derived from customers that we
have obtained through acquisitions of print providers. A majority of this
revenue is currently generated through traditional offline orders rather than
through our online procurement system. In order for our business to be
successful, we must increase the percentage of our revenue from online ordering
while increasing our revenue in absolute terms. There can be no assurance that
we will be able to convert acquired customers fast enough to accomplish this.
Furthermore, we have historically made acquisitions using our common stock as a
major portion of the consideration. With the recent closing prices of our common
stock, it becomes impractical to use it for such acquisitions. And with the
current state of capital markets, we are cognizant of our need to conserve cash.
These factors together make it more difficult for us to obtain additional
customers through acquisitions.

     We May Need To Raise Additional Capital In The Future, Which Can Cause
Dilution. Any future funding may dilute the ownership of our shareholders.
Shareholders could experience additional dilution if we issue shares of our
stock to pay for acquisitions of other businesses or assets. In addition, our
board of directors has broad discretion to determine the rights and preferences
of securities issued to investors or shareholders of acquired businesses in the
future. If we issue securities with senior or superior rights and powers,
existing shareholders may be adversely affected.

     Increases In Paper Prices And Shortages In Paper Supply Could Adversely
Affect Our Gross Margins And Operating Results. The cost of paper is a principal
factor in the pricing we receive from our network of commercial printing vendors
and our own pricing through our three production facilities. We are generally
able to pass increases in the cost of paper on to customers, while decreases in
paper costs generally result in lower prices to customers. If we are unable to
pass future paper cost increases on to our customers, or if our customers reduce
their order volume, our profit margins and cash flows could be adversely
affected.

     In recent years, increases or decreases in demand for paper have led to
corresponding pricing changes. In periods of high demand, certain paper grades
have been in short supply, including grades we and our commercial printing
vendors use. Any loss of the sources for paper supply or any disruption in our
suppliers' businesses or their failure to meet our product needs on a timely
basis could cause, at a minimum, temporary shortages in needed materials, which
could have a material adverse effect on our operating results, sales, profit
margins and cash flows.


                                       14
<PAGE>

     We May Be Exposed To Environmental Liabilities And May Face Increased Costs
Of Compliance With Environmental Laws And Regulations. The printing business
generates substantial quantities of inks, solvents and other waste products
requiring disposal. The printing facilities that we operate are subject to
federal and state environmental laws and regulations concerning emissions into
the air, discharges into waterways and the generation, handling and disposal of
waste materials. We believe our facilities are in substantial compliance with
these laws and regulations at this time. However, changes to these laws and
regulations could increase the cost of our doing business or otherwise have a
material adverse effect on our business, financial condition and operating
results. In addition, although we maintain commercial property insurance at all
our facilities, this insurance may not be adequate to cover any claims against
us for environmental liabilities.

     If Businesses Do Not Accept The Internet As A Means Of Procuring Printed
Business Materials, Our Business May Not Be Able To Grow Sufficiently. For us to
succeed, the Internet must continue to be adopted as an important means of
buying and selling products and services. Even if the Internet is widely adopted
for business procurement, it may not achieve broad market acceptance for
printing services procurement.

     We have expended, and will continue to expend, significant resources
educating potential customers about our services, capabilities and benefits. We
may not be successful in achieving market acceptance of the ImageX.com system or
in achieving significant market share before competitors offer products,
applications or services with features similar or superior to our current or
proposed offerings.

     If We Are Unable To Compete Successfully Against Traditional Printing
Companies Or Other Businesses Offering Internet-Based Printing Services, Our
Business May Not Succeed. The market for printed business materials is intensely
competitive. We compete primarily with local and regional printers, which are
either independent or owned by print industry consolidators. The U.S. commercial
printing industry is highly fragmented, with over 30,000 local and regional
commercial printers operating nationwide in 2000. These local and regional
printers typically have significant excess production capacity. Therefore, they
compete aggressively for business printing orders in the markets they serve.

     Traditional commercial printers often have long-standing relationships with
customers. We face substantial challenges in convincing businesses to consider
alternatives to their traditional printers. In addition, printers typically have
extensive local sales forces that regularly canvass and solicit businesses in
the areas they serve. Commercial printers compete primarily on product pricing,
product and service quality and, to a lesser extent, on innovation in printing
technologies and techniques. To attract new customers and retain our existing
customers, we must compete effectively in each of these areas.

     We also face substantial competition from printing services
brokers-companies that contract with businesses to select and procure printing
services from a variety of printers. Brokers are able to offer customers a
relatively wide variety of products and services, and are often able to obtain
favorable pricing for their customers by soliciting bids from a variety of
printers. Like local and regional printers, printing services brokers often have
long-standing customer relationships and extensive local direct sales forces.

     We also face direct competition from other companies that market integrated
Internet-based business printing services similar to ours. Potential developers
of competing electronic commerce services may include:

     o    consumer printing services providers, including Internet-based
          providers;

     o    office services providers;

     o    equipment manufacturers; and

     o    financial printers and publishers.


                                       15
<PAGE>

     Many of our current and potential future competitors have substantially
greater financial, marketing and other resources than we do. As a result, they
may be able to market their products, services and branding more aggressively
than we are able to, and may be able to significantly undercut our pricing for
extended periods of time. They may also be able to respond more quickly and
effectively to emerging new technologies and to changes in customer requirements
and preferences.

     Difficulties With Third-Party Services And Technologies Could Disrupt Our
Business And Undermine Our Reputation. Our success in attracting and retaining
customers and convincing them to increase their reliance on our Internet-based
printing services depends on our ability to offer customers reliable, secure and
continuous service. This in turn requires us to ensure continuous and error-free
operation of our systems and network infrastructure. We rely on third parties to
provide key components of our networks and systems. For instance, we rely on a
third-party Internet services provider for the high-speed connections that link
our Web servers and office systems to the Internet. We also rely on third-party
communications services providers to provide secure connections to relay
customer order information to our network of commercial printing vendors.

     As the volume of data traffic on our network and other systems increases,
we must continuously upgrade and enhance our technical infrastructure to
accommodate the increased demands placed on our systems. If we fail to rapidly
scale up the speed and data capacity of our systems, our customers may
experience a deterioration of response times from our systems or periodic
systems failures. Such difficulties would reduce customer loyalty and use of our
services.

     Possible Electronic Commerce Security Breaches And Systems Failures Could
Harm Our Business. We rely on encryption and authentication technology to effect
secure transmission of confidential information. It is possible that advances in
computer capabilities, new discoveries in the field of cryptography, or other
events or developments will result in a compromise or breach of the codes used
by us to protect customer transaction data. If any such compromise of our
security were to occur, it could have a material adverse effect on our
reputation and on our ability to conduct business. It also could expose us to a
risk of loss or litigation and possible liability. It is possible that our
security measures will not prevent security breaches.

     The performance of our computer and telecommunications equipment is
critical to our reputation and to our ability to achieve market acceptance of
our services. Any system failure, including any network, software or hardware
failure, that causes interruption or an increase in response time of our online
services could decrease usage of our services. Frequent systems failures could
reduce the attractiveness of our services to our customers. An increase in the
volume of printing orders could strain the capacity of our hardware, which could
lead to slower response time or systems failures. Our operations also depend in
part on our ability to protect our operating systems against physical damage
from fire, earthquakes, power loss, telecommunications failures, computer
viruses, hacker attacks, physical break-ins and similar events.

     Potential Imposition Of Governmental Regulation On Electronic Commerce And
Legal Uncertainties Could Limit Our Growth. The adoption of new laws or the
adaptation of existing laws to the Internet may decrease the growth in the use
of the Internet, which could in turn decrease the demand for our services,
increase our cost of doing business or otherwise have a material adverse effect
on our business, financial condition and operating results. Few laws or
regulations currently directly apply to access to commerce on the Internet.
Federal, state, local and foreign governments are considering a number of
legislative and regulatory proposals relating to Internet commerce. As a result,
a number of laws or regulations may be adopted regarding Internet user privacy,
taxation, pricing, quality of products and services, and intellectual property
ownership. How existing laws will be applied to the Internet in areas such as
property ownership, copyright, trademark, trade secret, obscenity and defamation
is uncertain.

     Possible Infringement Of Intellectual Property Rights Could Harm Our
Business. Legal standards relating to the protection of intellectual property
rights in Internet-related industries are uncertain and still evolving. As a
result, the future viability or value of our intellectual property rights, as
well as those of other companies in the Internet industry, is unknown. We
currently have no issued patents. We have 83 U.S. patent applications pending,
but we cannot be certain that any patent will ultimately be issued.


                                       16
<PAGE>

     We cannot be certain that the steps we have taken to protect our
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate our proprietary rights, nor can we be sure that
competitors will not independently develop technologies that are substantially
equivalent or superior to the proprietary technologies employed in our Web-based
services. In addition, we cannot be certain that our business activities will
not infringe on the proprietary rights of others or that other parties will not
assert infringement claims against us. Any claim of infringement of proprietary
rights of others, even if ultimately decided in our favor, could result in
substantial costs and diversion of resources. If a claim is asserted that we
infringed the intellectual property of a third party, we may be required to seek
licenses to such third-party technology. We cannot be sure that licenses to
third-party technology will be available to us at a reasonable cost, if at all.
If we were unable to obtain such a license on reasonable terms, we could be
forced to cease using the third-party technology

     Our Articles Of Incorporation And Bylaws And Washington Law Contain
Provisions That Could Discourage A Takeover. Certain provisions of our articles
of incorporation, our bylaws and Washington law could make it more difficult for
a third party to obtain control of ImageX.com, even if doing so might be
beneficial to our shareholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks, including changes in interest rates.
We typically do not attempt to reduce or eliminate our market exposures on our
investment securities because the majority of our investments are short-term. We
do not have any derivative instruments.

     The fair value of our investment portfolio or related income would not be
significantly impacted by either a 100 basis point increase or decrease in
interest rates due mainly to the short-term nature of the major portion of our
investment portfolio. Our $4 million term loan bears interest at LIBOR plus
2.5%. revolving credit line, with a balance of $825,000 at June 30, 2001, bears
interest at 30 day LIBOR plus 2.5%. Both are scheduled for repayments within
five years. Related expense would not be significantly impacted by either a 100
basis point increase or decrease in interest rates. All of the potential changes
noted above are based on sensitivity analysis performed on our balances as of
June 30, 2001.

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On March 29, 2001, our subsidiary, Creativepro.com, Inc. settled a patent
infringement lawsuit filed by Markzware, a privately held California
corporation. This settlement should not have a material impact on the Company's
business. Additionally, from time to time, ImageX.com and its affiliate
companies are subject to legal proceedings and claims in the ordinary course of
business. The Company currently is not aware of any such legal proceedings or
claims that it believes will have, individually or in the aggregate, a material
adverse effect on its business, prospects, financial condition or operating
results.


                                       17
<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Recent Sales of Unregistered Securities

     On June 11, 2001, the Company sold an aggregate of 4,273,504 shares of its
common stock at $1.17 per share to ALTA California Partners II, LP, ALTA
Embarcadero Partners II, LLC, Acorn Ventures IX, LLC and a group of 18
individual investors represented by Princeton Capital Management, Inc. In
addition, the Company issued to these investors immediately exercisable, seven
year warrants representing the right to purchase an aggregate of 769,231
additional shares of its common stock for $1.17 per share. No underwriters were
used in the financing. Garret P. Gruener, a managing director of Alta California
Management Partners II, LLC, the general partner of ALTA California Partners II,
LP, is a member of the Company's Board of Directors. Mr. Gruener is also a
member of ALTA Embarcadero Partners II, LLC. The sales and issuances of these
securities were exempt from registration under the Securities Act, pursuant to
Section 4(2) of the Securities Act or Regulation D promulgated thereunder, on
the basis that the transactions did not involve a public offering. The
recipients of these securities represented their intentions to acquire the
securities for investment only and not with a view to or for resale in
connection with any distribution thereof and appropriate legends were affixed to
the share certificates issued in such transaction. All receipients had adequate
access to information about the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the annual shareholders' meeting held on May 8, 2001, the following
proposals were adopted by the margin indicated:

1.   To re-elect one director to our board of directors to serve for a term
     described in the proxy statement filed on March 26, 2001.


NOMINEE                         SHARES                      SHARES
                                 FOR                       WITHHELD
-------------------------------------------------------------------

Garrett P. Gruener            19,170,244                    92,827
-------------------------------------------------------------------

2.   To approve of an amendment increasing the number of shares of common stock
     reserved for issuance under our 1999 Employee Stock Purchase Plan and
     changing the annual automatic share increase provision thereunder.

     Shares Voting:
     --------------
     For                                9,606,411
     Against                              278,756
     Abstain                               68,903
     Broker Non-Votes                   9,309,001

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

       99.1   Text of Press Release dated June 11, 2001, regarding the
              completion of the private sale of $5 million in common stock and
              warrants.


                                       18
<PAGE>

(b) Reports on Form 8-K

       We filed a Current Report on Form 8-K on June 11, 2001 under item 5
announcing the completion of a private placement of $5 million in common stock
and warrants.



                                       19

<PAGE>


                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               IMAGEX.COM, INC.
                                               (Registrant)



Date: August 13, 2001                          By   /s/ Robin L. Krueger
                                                 -------------------------------
                                                      Robin L. Krueger
                                                      Chief Financial Officer



                                       20