SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                           Commission File Number
-----------------                           ----------------------
March 31, 2001                                      000-28519




                          PATHOBIOTEK DIAGNOSTICS, INC.
                                   (New Name)
                            -------------------------

               Texas                           76-0510754
               -------                         ----------
        (State of incorporation)               (I.R.S. Employer
                                               Identification No.)


            4800 Research Forest Drive, The Woodlands, TX 77381-4142
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 785-4722


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 the  filing
requirements for at least the past 90 days.

                                Yes  X     No
                                   -----     -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                  14,219,520 common shares as of March 31, 2001


<PAGE>



Part I:  FINANCIAL INFORMATION

<TABLE>
<CAPTION>

PATHOBIOTEK DIAGNOSTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (UNAUDITED)

                                                               March 31, 2001           December 31, 2000
                                                           ---------------------        -----------------
<S>                                                      <C>                            <C>

ASSETS
CURRENT ASSETS
    Cash and cash equivalents                            $                    0         $     5,115
    Employee receivables                                                  2,158               2,158
                                                           ---------------------        ------------
Total current assets                                                      2,158         $     7,273

PROPERTY AND EQUIPMENT, at cost                                         145,366             142,533
    Less: Accumulated depreciation                                     (100,386)            (93,496)
                                                           ---------------------        ------------
                                                                         44,980         $    43,037

OTHER ASSETS
    Deposits                                                             10,000              10,000
    Patent costs                                                         59,459              59,459
    Less: Accumulated amortization                                       (9,539)             (8,799)
    Other assets                                                            300                 300
                                                           ---------------------        ------------
                                                                         60,220              60,960
                                                           ---------------------        ------------
                                                         $              107,358         $   117,270
                                                           =====================        ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Trade accounts payable and accrued expenses          $              375,815         $   314,868
    Due to shareholder                                                   28,150              28,150
                                                           ---------------------        -----------
Total current liabilities                                               403,965         $   343,018

SHAREHOLDERS' EQUITY
    Common stock, $.001 par value,
      authorized 20,000,000 shares,
      issued and outstanding 14,219,520 shares,
      stock suscribed but not issued 1,184,283 shares
      (Note 6)                                                           15,348         $    15,348
    Additional paid in capital                                        1,812,231           1,766,672
    Deficit accumulated during the development stage                 (2,124,186)         (1,007,768)
                                                           ---------------------        ------------
Total shareholders' equity                                             (296,607)           (225,748)
                                                           ---------------------        ------------
                                                         $              107,358         $   117,270
                                                           =====================        ============

</TABLE>

                       See notes to financial statements.
                                      F-1

<PAGE>

<TABLE>
<CAPTION>

PATHOBIOTEK DIAGNOSTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)

                                                                       Three                  Three                   From
                                                                      months                 months              August 5, 1996
                                                                       ended                  ended                 through
                                                                  March 31, 2001         March 31, 2000          March 31, 2001
                                                                --------------------   --------------------  -----------------------
<S>                                                           <C>                    <C>                   <C>

Revenues                                                      $                   0  $                   0 $                   1850
Direct costs                                                                      0                      0                        0
                                                                --------------------   --------------------  -----------------------
Gross profit                                                                      0                      0                    1,850

Administrative and general expenses                                         108,281                281,491                1,994,354
Depreciation expense                                                          7,632                  5,537                  109,925
                                                                --------------------   --------------------  -----------------------
                                                                            115,913                287,028                2,104,279
                                                                --------------------   --------------------  -----------------------
Loss from operations                                                       (115,913)              (287,028)              (2,102,429)

Other income                                                                      0                      0                    4,800
Interest expense                                                               (505)                (1,746)                 (26,557)
                                                                --------------------   --------------------  -----------------------
                                                                               (505)                (1,746)                 (21,757)
                                                                --------------------   --------------------  -----------------------
Loss before income taxes                                                   (116,418)              (288,774)              (2,124,186)
Federal income taxes - current expense (benefit)                                  0                      0                        0
                                                                --------------------   --------------------  -----------------------
Net loss                                                                   (116,418)              (288,774)              (2,124,186)

Accumulated deficit at beginning of period                               (2,007,768)            (2,370,418)                       0
                                                                --------------------   --------------------  -----------------------
Deficit accumulated during the development stage              $          (2,124,186) $          (2,659,192)$             (2,124,186)
                                                                ====================   ====================  =======================
Weighted Average Number of Shares Outstanding,
including subscribed but unissued                                        15,403,803             15,403,803

Net Profit (Loss) per share                                                  >($.01)                >($.01)

</TABLE>

                       See notes to financial statements.
                                      F-2

<PAGE>

<TABLE>
<CAPTION>

PATHOBIOTEK DIAGNOSTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
For the Period August 5, 1996 (Inception) through March 31, 2001
                                                                                                               Deficit
                                                                                                             Accumulated
                                                                                           Additional         During the
                                                                          Common           Paid in           Development
                                                                          Stock            Capital (3)          Stage       Total
                                                               -------------------------------------------------------------------
<S>                                                             <C>            <C>        <C>           <C>           <C>
Issuance of 4,000,000 shares - August 7, 1996                    4,000,000(1)  $   4,000  $             $             $      4,000
Issuance of 77,320 shares - January 23, 1997                        77,320            77          9,923                     10,000
Issuance of 300,000 shares - January 23, 1997                      300,000(2)        300                                       300
Issuance of 86,800 shares - Various dates in 1997                   86,800            87         35,118                     35,205
Issuance of 480,000 shares - Various dates in 1997                 480,000           480        254,520                    255,000
Net loss for the period August 5, 1996 (Inception) through
     July 31, 1997                                                                                          (325,680)     (325,680)
                                                               --------------------------------------------------------------------
Balance at July 31, 1997                                         4,944,120         4,944        299,561     (325,680)      (21,175)
Issuance of 970,193 shares - Various dates in 1998                 970,193           970        417,927                    418,897
Repurchase of 225,000 shares - Various dates in 1998              (225,000)         (225)       (99,775)                  (100,000)
Issuance of 129,500 shares - Various dates in 1998                 129,500           130         18,390                     18,520
Reduction of paid in capital for management fees                                                 (8,377)                    (8,377)
Net loss for the year ended July 31, 1998                                                                   (778,556)     (778,556)
                                                               --------------------------------------------------------------------
Balance at July 31, 1998                                         5,818,813         5,819        627,726   (1,104,236)     (470,691)
Issuance of 178,000 shares - Various dates in 1998                 178,000           178         72,372                     72,550
Repurchase of 73,000 shares - Various dates in 1998                (73,000)          (73)        (5,227)                    (5,300)
Issuance of 43,000 shares - Various dates in 1998                   43,000            43         87,442                     87,485
Reduction of paid in capital for management fees                                                (16,215)                   (16,215)
Net loss for 5 months ended December 31, 1998                                                               (403,184)     (403,184)
                                                               --------------------------------------------------------------------
Balance at December 31, 1998                                     5,966,813         5,967        766,098   (1,507,420)     (735,355)
Issuance of 4,576,555 shares - Various dates in 1999             4,576,555         4,576        482,296                    486,872
Net loss for the year ended December 31, 1999                                                                 57,393        57,393
                                                               --------------------------------------------------------------------
Balance at December 31, 1999                                    10,543,368        10,543      1,248,394   (1,450,027)     (191,090)
Issuance of shares previously subscribed - various dates         4,420,783         4,421        493,512                    497,933
Issuance of shares for services rendered                           583,652           584         24,766                     25,350
Cancelation of previously issued shares                           (200,000)         (200)                                     (200)
Net loss for the year ended December 31, 2000                                                               (557,741)     (557,741)
                                                               --------------------------------------------------------------------
Balance at December 31, 2000                                    15,347,803        15,348      1,766,672   (2,007,768)     (225,748)
Issuance of shares for cash                                        928,137           928         45,559                     46,487
Cancelation of previously issued shares                           (928,137)         (928)                                     (928)
Net loss for quarter ended March 31, 2001                                                                   (116,418)     (116,418)
                                                               --------------------------------------------------------------------
Balance at March 31, 2001                                       15,347,803     $  15,348  $   1,812,231 $ (2,124,186) $   (296,607)
                                                               ====================================================================


</TABLE>


(1) See notes to the financial statements.
(2) Stock issued in exchange for legal expenses, administrative fees and
commissions relating to the stock offering.
(3) Stock issue costs deducted from additional paid in capital related to the
offering/sale totaled $53,697.

                       See notes to financial statements.
                                      F-3

<PAGE>

<TABLE>
<CAPTION>

PATHOBIOTEK DIAGNOSTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                                         Three                Three                 From
                                                                        months               months            August 5, 1996
                                                                         ended                ended               through
                                                                    March 31, 2001       March 31, 2000        March 31, 2001
                                                                   ------------------   ------------------  ---------------------
<S>                                                              <C>                  <C>                 <C>

OPERATING ACTIVITIES
Net loss                                                         $          (116,418) $          (288,774)$           (2,124,186)
Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
      Depreciation and amortization                                            7,632                6,096                109,925
      Changes in operating assets and liabilities:
         Other receivables                                                         0                    0                 (2,158)
         Patent costs                                                              0               (1,500)               (59,459)
         Deposits                                                                  0                    0                (10,000)
         Other assets                                                              0                    0                   (300)
         State tax refund receivable                                               0                  270                      0
         Trade accounts payable and accrued expenses                          44,154              155,552                375,815
                                                                   ------------------   ------------------  ---------------------
Net cash provided by (used in) operating activities                          (64,632)            (128,356)            (1,710,363)

INVESTING ACTIVITIES
Capital expenditures                                                          (2,834)              (5,145)              (145,366)
Reverse merger                                                                     0             (150,000)              (150,000)
                                                                   ------------------   ------------------  ---------------------
Net cash provided by (used in) investing activities                           (2,834)            (155,145)              (295,366)

FINANCING ACTIVITIES
Principal payments on long-term debt                                               0              (16,054)               (16,054)
Related parties                                                                    0                    0                 28,150
Proceeds from issuance of stock                                               54,008              421,860              1,985,290
                                                                   ------------------   ------------------  ---------------------
Net cash provided by financing activities                                     54,008              405,806              1,997,386
                                                                   ------------------   ------------------  ---------------------
(DECREASE) INCREASE IN CASH                                                  (13,458)             122,305                 (8,343)
Cash and cash equivalents at beginning of period                               5,115               24,135                      0
                                                                   ------------------   ------------------  ---------------------
Cash and cash equivalents at end of priod                        $            (8,343) $           146,440 $               (8,343)
                                                                   ==================   ==================  =====================


</TABLE>


                       See notes to financial statements.
                                      F-4



<PAGE>

PATHOBIOTEK DIAGNOSTICS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2001

Note 1 - Organization and Business Activity

Pathobiotek Diagnostics, Inc., (the "Company") was formed on August 5, 1996,
under the laws of the State of Texas for the purpose of developing, producing,
distributing, selling and/or performing diagnostics for various virus and
bacterium. The Company is a developmental stage company under Statement of
Financial Accounting Standard ("SFAS") No 7, "Accounting and Reporting by
Development State Enterprises". Pathobiotek Diagnostics, Inc. was a subsidiary
of Pacific Biotech International, Inc. (the "Parent"), a Texas Corporation,
until May 16, 2000. Pacific Biotech International, Inc. no longer owns any
shares of the Company. On March 6, 2000, the Company completed a Share Purchase
Agreement with shareholders of Investra Enterprises, Inc. (IEI) in which the
Company acquired all 672,000 issued and outstanding shares of IEI for $150,000
for purposes of completing a merger of the Company and IEI. The Company was the
surviving entity. These financial statements assume the Company will continue as
a going concern. There is substantial doubt the Company can continue as a going
concern due to losses and a lack of financing. No adjustments have been made for
this uncertainty.

Note 2 - Summary of Significant Accounting Policies

Cash and Cash Equivalents:
-------------------------

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

Supplemental schedule of non-cash investing and financing activities: Equipment
totaling $91,887 was acquired through a note payable financing agreement.

Property and Equipment:
----------------------

Property and equipment, consisting primarily of lab and computer equipment, is
stated at cost. Depreciation is computed using the straight-line method over
estimated lives ranging from 5 to 7 years.

Maintenance and repairs are expensed as incurred; major renewals and
improvements are capitalized.

Use of Estimates:
----------------

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported revenues and expenses.
Actual results could differ from the estimates.

Asset Valuation:
---------------

The carrying amounts of long-lived assets are reviewed periodically. If the
asset carrying amount is not recoverable, the asset is considered to be impaired
and the value is adjusted.

Amortization of Patent Related Costs:
------------------------------------

In connection with the issuance of shares of stock to the parent (Note 5), the
Company was assigned and licensed all technological applications of one U.S.
Patent Application. Legal costs related to the application incurred by the
Company are capitalized in accordance with management's estimation and
expectation of securing a patent.

Capitalized patent related costs are amortized on a straight-line basis over the
expected life of the patent starting from the application date.

<PAGE>

PATHOBIOTEK DIAGNOSTICS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS - continued
March 31, 2001


The patent process may take from several months to several years. Should the
patent be denied or its value impaired, the balance of unamortized costs will be
expensed at that date.

Income Taxes:
------------

The Company utilizes Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, the liability method
is used in accounting for income taxes. Under this method, deferred tax assets
and liabilities are determined based on differences between financial reporting
and tax bases of assets and liabilities and are measured using the enacted
statutory tax rates and laws that will be in effect when the differences
reverse.

Fair Value of Financial Instruments:
-----------------------------------

The carrying amounts of cash, receivables, and payables approximate their fair
values due to the short-term maturities of these instruments.

Net  (Loss) Per Share
---------------------

Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings Per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive. All potentially dilutive
securities have been excluded from the computation, as their effect is
anti-dilutive.


Note 3 - Note Payable - Related Party

In connection with the purchase of lab equipment and supplies from the Parent
totaling $91,887, the Company entered into a promissory note payable agreement.
The balance and any unpaid interest was due on or before maturity of July 31,
2000. The note is secured by the lab equipment. Effective May 16, 2000, the
Parent transferred the note receivable to the President of the Company. The
balance due at March 31, 2001, is $28,150.

Note 4 - Income Taxes

The Company has incurred net operating losses of $2,124,186 since inception. No
tax benefit has been recorded relating to these losses because realization of
the carryforward benefit is uncertain. For tax purposes, the net operating loss
carryforwards will expire beginning in the year 2012.

Note 5 - Related Party Transactions

On August 7, 1996, the Company issued 4,000,000 shares of stock to the Parent,
Pacific Biotech International, Inc., in exchange for certain intangible assets
consisting primarily of licenses rights and technological applications. In
accordance with APB 16 and 29, the exchange was recorded at the Parent company's
historical capitalized basis, which was not considered material at August 7,
1996.


<PAGE>


PATHOBIOTEK DIAGNOSTICS, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS  - continued
March 31, 2001



In March 1999, the Company issued an additional 2,000,000 shares of stock to the
Parent in exchange for certain intangible assets as described above. The
exchange was recorded at the Parent company's historical capitalized basis,
which was not considered material at March 1999. An additional 2,000,000 shares
was due to the Parent as of March 31, 2000. The right to receive the 2,000,000
shares was transferred to two executives of the Company effective May 16, 2000.
This exchange will not have a material affect on the Company's financial
position.

Note 6 - Subscribed Stock

In addition to the 2,000,000 shares due to two executives related to the
transfer of stock from the former Parent (Note 5), at March 31, 2001, there were
1,128,283 shares subscribed but not yet issued.



<PAGE>


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

RESULTS OF  OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2001 COMPARED TO SAME
PERIOD IN 2000.

        The Company had no revenues in the quarter in 2001 or 2000.  The Company
incurred ongoing operations expenses related to research and development of its
products of $115,913 in the quarter in 2001 compared to $287,028 in the period
in 2000.  The Company had a loss on operations in the quarter of ($115,913) in
2001 and ($287,028) in 2000.  The net loss after interest expense in the quarter
was ($116,418) in 2001 and ($288,774) in 2000.  The net loss per share was less
than ($.01) for the period.


LIQUIDITY AND CAPITAL RESOURCES

The Company had no cash  capital at the end of the period.  The Company  will be
forced to either  borrow or make  private  placements  of stock in order to fund
operations.  No  assurance  exists as to the  ability to  achieve  loans or make
private placements of stock.


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None

ITEM 2. CHANGES IN SECURITIES

        None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

        None

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

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        None



<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.

Date: May 24, 2001

                                    PATHOBIOTEK



                                    /s/ Robert Simpson
                                    --------------------------
                                    Robert Simpson, President