UNITED STATES
                       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 March 31, 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 May
10, 2001 was 26,692,690.

<PAGE>

                                IMAGEX.COM, INC.

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page No.
<S>                                                                                              <C>
PART I -- FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (unaudited)...........................    3

           Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000............    3

           Consolidated Statements of Operations for the Three Months Ended March 31, 2001
             and March 31, 2000..............................................................    4

           Consolidated Statements of Comprehensive Income for the Three Months Ended
            March 31, 2001 and March 31, 2000................................................    4

           Consolidated Statements of Cash Flows for the Three Months Ended March 31,
               2001 and March 31, 2000.......................................................    5

           Notes To Consolidated Financial Statements........................................    6

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.................................................................   18

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

SIGNATURES ..................................................................................   19
</TABLE>


                                       2
<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>
                                                               March 31,   December 31,
                                                                 2001         2000
                                                               ---------    ---------
<S>                                                            <C>          <C>
Assets
Current assets
    Cash and cash equivalents                                  $  29,383    $  40,420
    Accounts receivable (net of allowances for doubtful
      accounts and  returns totaling $1,182 and $1,403
      at March 31, 2001 and December 31, 2000, respectively)       9,769       12,250
    Inventories                                                    3,848        3,726
    Prepaid expenses and other current assets                        866        1,390
                                                               ---------    ---------
         Total current assets                                     43,866       57,786

Restricted cash                                                    1,600        2,412
Property and equipment, net                                       21,860       22,748
Goodwill, net                                                     40,392       41,658
Other assets, net                                                 10,915       11,702
                                                               ---------    ---------
          Total assets                                         $ 118,633    $ 136,306
                                                               =========    =========

Liabilities and Shareholders' Equity
Current liabilities
    Accounts payable                                           $   4,543    $   5,519
    Accrued liabilities                                            4,903        4,881
                                                               ---------    ---------
        Total current liabilities                                  9,446       10,400

Notes Payable, net of current portion                              7,000        8,800
                                                               ---------    ---------
        Total liabilities                                         16,446       19,200
                                                               ---------    ---------

Shareholders' equity
    Common stock, $0.01 par value; 70,000,000 shares
         authorized; 26,676,565 and 26,557,287 shares
         issued and outstanding March 31, 2001 and
         December 31, 2000, respectively                             267          265
    Additional paid-in capital                                   198,975      199,092
    Unearned compensation                                           (469)        (837)
    Notes receivable from shareholders                               (88)        (100)

    Accumulated other comprehensive income (loss)                    (42)         (27)
    Accumulated deficit                                          (96,456)     (81,287)
                                                               ---------    ---------
        Total shareholders' equity                               102,187      117,106
                                                               ---------    ---------
         Total liabilities and shareholders' equity            $ 118,633    $ 136,306
                                                               =========    =========
</TABLE>

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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31
                                                               2001               2000
<S>                                                         <C>             <C>
Revenue                                                     $     14,625    $      5,569
Cost of revenue                                                    9,973           4,191
                                                            ------------    ------------
Gross profit                                                       4,652           1,378
                                                            ------------    ------------

Operating expenses
    General and administrative (excluding amortization of
        unearned compensation of $258 and $450)                    8,663           5,077
    Sales and marketing                                            5,949           3,995
    Product development (excluding amortization of
        unearned compensation of ($180) and $116)                  3,531           1,859
    Amortization of unearned compensation,
        goodwill and other intangibles                             2,055             707
                                                            ------------    ------------

      Total operating expenses                                    20,198          11,638
                                                            ------------    ------------

      Loss from operations                                       (15,546)        (10,260)

   Interest income, net                                              377             720
                                                            ------------    ------------

      Net loss                                              $    (15,169)   $     (9,540)

                                                            ============    ============

Basic and diluted net loss per share                        $      (0.58)   $      (0.49)
                                                            ============    ============

Weighted-average shares outstanding                           26,359,110      19,306,911
                                                            ============    ============

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net loss                                                    $    (15,169)   $     (9,540)

Other comprehensive income (loss):
     Foreign currency translation                                    (15)             --
                                                            ------------    ------------
Comprehensive income (loss)                                 $    (15,184)   $     (9,540)
                                                            ============    ============
</TABLE>

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


                                       4
<PAGE>

                                IMAGEX.COM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               Three months ended
                                                                                    March 31,
                                                                             ----------------------
                                                                               2001         2000
                                                                             ----------------------
<S>                                                                          <C>          <C>
Cash flows from operating activities
Net loss                                                                     $ (15,169)   $  (9,540)
Adjustments to reconcile net loss to net cash
    used in operating activities
    Depreciation and amortization                                                4,053          796
    Amortization of unearned compensation                                           78          566
    Loss on disposal of fixed assets                                             1,459
    Other                                                                          (85)
    Change in operating assets and liabilities                                   1,883         (175)
                                                                             ---------    ---------
             Net cash used in operating activities                              (7,781)      (8,353)
                                                                             ---------    ---------

Cash flows from investing activities
    Purchases of property and equipment, net                                    (2,647)      (3,230)
    (Increase) decrease in restricted cash                                         812         (750)
                                                                             ---------    ---------
             Net cash used in investing activities                              (1,835)      (3,980)
                                                                             ---------    ---------

Cash flows from financing activities
    Repayments of line of credit                                                (1,800)
    Proceeds from exercise of warrants                                                           33
    Proceeds from exercise of options                                                5          159
    Proceeds from issuance of common stock related
      to public offering (net of offering costs of $6,547)                                  101,452
    Proceeds from issuance of common stock related to
      the Employee Stock Purchase Plan                                             377          372
    Proceeds from repayment of notes receivable from shareholders                   12           12
                                                                             ---------    ---------

           Net cash (used in) provided by financing activities                  (1,406)     102,028
                                                                             ---------    ---------
Effect of exchange rate changes on cash                                            (15)

Net increase (decrease) in cash and cash equivalents                           (11,037)      89,695
Cash and cash equivalents at
    Beginning of period                                                         40,420       18,257
                                                                             ---------    ---------
    End of period                                                            $  29,383    $ 107,952
                                                                             =========    =========
</TABLE>

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


                                       5
<PAGE>

                                IMAGEX.COM, INC.

                   NOTES TO 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 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 establishes
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.


                                       6
<PAGE>

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:

                                               March 31,       December 31,
                                                 2001             2000
                                            (in thousands)   (in thousands)
                                            --------------   --------------
Raw materials & supplies                        $1,471           $1,429
Work-in-process                                    877              687
Finished goods                                   1,500            1,610
                                                ------           ------

                                                $3,848           $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.

      Basic loss per share excludes the effect of restricted stock subject to
repurchase from the weighted average shares of common stock outstanding. The
weighted average shares of restricted stock subject to repurchase totaled
274,676 and 478,585 shares for three months ended March 31, 2001 and 2000,
respectively.

      Dilutive securities include options, warrants, and restricted stock
subject to repurchase. Potentially dilutive securities totaling 5,068,842 and
3,444,146 shares for three months ended March 31, 2001 and 2000, respectively,
were excluded from diluted loss per share because of their antidilutive effect.


                                       7
<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 March 31,   Technology Services        and Services          Consolidated
----------------------------   -------------------        ------------          ------------
<S>                                <C>                     <C>                     <C>
2001
Revenues .................         $ 11,510                $  3,115                $ 14,625
Net loss .................          (12,017)                 (3,152)                (15,169)

2000
Revenues .................         $  5,569                      --                $  5,569
Net loss .................           (9,540)                     --                  (9,540)
</TABLE>

      Total assets for Printing and Related Technology Services segment are
$80.5 million and $129.3 million as of March 31, 2001 and 2000, respectively.
Total assets for Software Products and Services segment are $38.2 million as of
March 31, 2001.

6.    PRINTBID.COM MARKETPLACE CLOSURE

      During the first quarter of 2001, the Company closed its PrintBid.com
      marketplace and implemented other cost saving measures. As a result of
      these actions, it was determined that certain property and equipment,
      primarily internally developed software designed to support this
      marketplace, was unlikely to provide future benefit to the Company.
      Accordingly, $1.5 million was written off as a loss on disposal of
      property and equipment and is included in general and administrative
      expense.

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


                                       8
<PAGE>

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". 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.

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 March 31, 2001, much was accomplished including:

      o     Major cost savings measures implemented. During the first quarter a
            17% staff reduction was completed, non-staff cost reductions were
            implemented, and the PrintBid.com marketplace was closed. As a
            result, annualized operating expenses are expected to decline by
            over $10 million during 2001.

      o     Online printing center continued to see steady customer growth.
            ImageX.com's Corporate Online Printing Center's online Fortune 1000
            customers totaled 33 at March 31, 2001. Cumulative online printing
            customers reached 341 by the end of the first quarter, reflecting an
            addition of 10 new corporate relationships.

      o     Order volume and number of online products continued growth. Order
            volume for the quarter ended March 31, 2001 grew to 46,935 items, an
            increase of 32% compared to 35,677 in the prior quarter and up 194%
            from 15,954 items, one year ago.. During the first quarter, 23 new
            customized corporate Web sites went live and 980 new products were
            set up on customer websites.

      o     ImageX.com introduced new design and functionality for Corporate
            Online Printing Center. Version 8.0 of the core user interface of
            the Corporate Online Printing Center was fully implemented with
            customers during the first quarter. The new version provides
            improved shipment tracking, online customer service and more
            intuitive navigation through customized corporate websites.

      o     New internal systems for Operations and Finance. A major capital
            investment designed to achieve "no touch" customer order processing
            was completed in March after an intensive eight month effort.

      Revenues

      Historically, we have derived substantially all our revenues from the sale
of printed products in both the marketing/ promotional and office stationery
categories. However, starting in the third quarter of 2000, our revenue was
supplemented by software product and service sales from an acquisition in 2000.
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. Our revenues totaled $14.6 million for the first quarter 2001.


                                       9
<PAGE>

      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 the recent closure of PrintBid.com and
other cost-reduction initiatives will reduce our operating expenses both on an
absolute dollar basis and as a percentage of sales in future periods.

      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. The 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 March 31, 2001, we had
accumulated a deficit of ($96.5) million.

RESULTS OF OPERATIONS

      Revenue

      Revenues were $14.6 million and $5.6 million for the three month periods
ended March 31, 2001 and 2000, respectively, representing an increase of $9
million. This increase was primarily due to the acquisitions of creativepro.com
and Howard Press in June 2000 and to an increased number of customers using our
online system, from approximately 239 customers at March 31, 2000 to
approximately 341 customers at March 31, 2001. The increase in the number of
customers contributes to both increased product and service revenues.

      The printing and related services segment revenues were $11.5 and $5.6
million for the three month periods ended March 31, 2001 and 2000, respectively,
representing an increase of $5.9 million. This increase is due to the


                                       10
<PAGE>

acquisition of Howard Press and the increased number of customers described
above. The software products and services segment contributed $3.1 million to
revenue in the first quarter of 2001, resulting from the Creativepro
acquisition.

      Gross Profit

      Gross profit was $4.7 million and $1.4 million for the three month periods
ended March 31, 2001 and 2000, respectively, representing an increase of $3.3
million. Gross margin was 31.8% for the three month period ended March 31, 2001
and 24.7% for the three month period ended March 31, 2000. The increases in
gross profit and gross margin were primarily due to higher volume, increased
prices, change in product mix, and acquisitions.

      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 $5.9 million and
$4.0 million for the three months ended March 31, 2001 and 2000, respectively,
an increase of $1.9 million. The increases in sales and marketing expenses
resulted primarily from acquisitions in June 2000, offset by a decrease in
advertising expenses.

      Product Development Expenses

      Product development expenses consist primarily of salaries and benefits
for developers, product managers, and quality assurance personnel. Product
development expenses were $3.5 million and $1.9 million for the three months
ended March 31, 2001 and 2000, an increase of $1.6 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.

      General and Administrative Expenses

      General and administrative expenses consist primarily of salaries and
benefits for executive, finance, administrative, operations and information
technology personnel as well as outside professional services and facilities
related expenses. General and administrative expenses were $8.7 million and $5.1
million for the three months ended March 31, 2001 and 2000, an increase of $3.6
million. The increase was primarily due to acquisitions in June 2000, an
increase in depreciation expense from capital expenditures in prior years and
the write-off of software related to the closure of PrintBid.com's operation.
However, the increase was offset by decreases in compensation and other expense
categories as a result of cost-reduction initiatives in the first quarter of
2001.

      Amortization

      The amortization of unearned compensation was $78,000 and $566,000 for the
three months ended March 31, 2001 and 2000, respectively. 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 $2 million and
$141,000 for the three month periods ended March 31, 2001 and 2000,
respectively. The intangible assets being amortized result primarily from
acquisitions.


                                       11
<PAGE>

      Interest Income, Net

      Net interest income was $0.4 million and $0.7 million for the three month
periods ended March 31, 2001 and 2000, respectively, as 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 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 March 31, 2001. As of
March 31, 2001, we had approximately $94.3 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 March 31, 2001, we had cash and cash equivalents of $29.4 million,
representing a decrease of $11 million from cash and cash equivalents held as of
December 31, 2000. Our working capital at March 31, 2001 was $34.4 million,
compared to $47.4 million at December 31, 2000.

      Net cash used in operating activities was $7.8 million and $8.4 million
for the three month periods ended March 31, 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 led to operating losses. The cash outflows resulting from
operating losses and increases in current liabilities, including trade payables,
were partially offset by decreases in accounts receivable.

      Net cash used in investing activities was $1.8 million and $4.0 million
for the three month periods ended March 31, 2001 and 2000, respectively, and
consisted primarily of capital expenditures, including equipment and software.

      Net cash used in financing activities was $1.4 million for the three-month
period ended March 31, 2001 and consisted of repayment of $1.8 million on a line
of credit, offset by cash received from sale of common stock pursuant to the
Company's Employee Stock Purchase Plan. Net cash provided by financing
activities was $102 million for the three month period ended March 31, 2000 and
consisted primarily of $101.5 million in net proceeds from the issuance of
common stock in our follow-on offering.

            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.
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.

      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 of its operations on a reduced scale based on available
capital resources.


                                       12
<PAGE>

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      In June 1998, the Financial Accounting Standard Board ("FASB") issued SFAS
No. 133, Accounting for Derivatives and Hedging Activities, which establishes
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.

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 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
March 31, 2001, we had an accumulated deficit of $96.5 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.


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<PAGE>

      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;

      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


                                       14
<PAGE>

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.

      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.


                                       15
<PAGE>

      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.

      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


                                       16
<PAGE>

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.

      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. See more discussion related to
intellectual property rights under item 3 of Part I, "Legal Proceedings", of
this document.

      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%. Our $3 million revolving credit line balance bears interest at LIBOR plus
2.5% and prime plus 1%. 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 March 31, 2001.


                                       17
<PAGE>

                          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 other 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 and operating results.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)   Recent Sales of Unregistered Securities

      During first quarter of 2001, we issued 9,390 shares of common stock at
prices ranging from $0.94 to $3.67 to Mac Publishing Company as consideration
for advertising services rendered.

      The sales and issuances of these securities were exempt from registration
under the Securities Act, pursuant to Section 4(2) of the Securities Act, on the
basis that the transactions did not involve a public offering.


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<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:  May 14, 2001                          By /s/ Robin L. Krueger
                                                -------------------------------
                                                Robin L. Krueger
                                                Chief Financial Officer


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