United States Securities and Exchange Commission

                              Washington, DC 20549

                                   Form 10-QSB

  [X] QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Quarter Ended December 31, 2000

                                       OR

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

              For the transition period from ________ to _________

                         Commission File Number 1-14004

                                XENOMETRIX, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                      04-3166089
 ------------------------------              ----------------------------------
(State or other jurisdiction of             (IRS employer identification number)
 incorporation or organization)


                             2425 North 55th Street
                                Boulder, CO 80301
                     --------------------------------------
                    (Address of principal executive offices)


                                 (303) 447-1773
                            ------------------------
                           (Issuers telephone number)


Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

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

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

Common Stock, $0.001 par value                           3,354,829 Common Shares
         (Class)                                Outstanding at February 12, 2001


Traditional Small Business disclosure format:            Yes          No  X
                                                             -----       -----

<PAGE>


                                 XENOMETRIX, INC
                                   FORM 10-QSB
                     FOR THE PERIOD ENDED DECEMBER 31, 2000

                                      INDEX


PART I - FINANCIAL INFORMATION
------------------------------

Item 1.  Financial Statements

         Balance Sheets - December 31, 2000.............................Page  3

         Statements of Operations - Quarters ended December 31, 2000
         and 1999.......................................................Page  4

         Statements of Cash Flows - Six Months ended December 31, 2000
         and 1999.......................................................Page  5

         Notes to Financial Statements..................................Page  6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations......................................Page  7



PART II - OTHER INFORMATION
---------------------------

Item 6.  Exhibits and Reports on Form 8-K...............................Page 10

Signatures..............................................................Page 11




                                       2

<PAGE>


Part One--Financial Information

                                Xenometrix, Inc.
                                 Balance Sheets
                                December 31, 2000
                                   (Unaudited)

                                     Assets

Cash                                                             $    328,000
Accounts receivable, net                                               25,000
Inventory                                                              24,000
Prepaid insurance                                                      32,000
Other current assets                                                   46,000
                                                                 ------------
             Total current assets                                     455,000

Property and equipment, net                                           202,000
Patents, net                                                          333,000
Other assets                                                           28,000
                                                                 ------------
             Total assets                                        $  1,018,000
                                                                 ============

                      Liabilities and Stockholders' Equity

Accounts payable                                                 $    275,000
Accrued royalties                                                     177,000
Accrued salaries and wages                                             49,000
Other accrued liabilities                                              64,000
                                                                 ------------
             Total current liabilities                                565,000
                                                                 ------------

Stockholders' Equity:
Preferred stock--$.001 par value; 5,000,000 shares authorized;
     no shares issued and outstanding                                    --
Common stock--$.001 par value; 20,000,000 shares authorized;
     3,355,000 shares issued and outstanding
                                                                        3,000
Additional paid-in capital                                         16,202,000
Accumulated deficit                                               (15,752,000)
                                                                 ------------
             Total stockholders' equity                               453,000
                                                                 ------------
             Total liabilities and stockholders' equity          $  1,018,000
                                                                 ============


   The accompanying notes are an integral part of these financial statements

                                       3

<PAGE>
<TABLE>
<CAPTION>


                                           Xenometrix, Inc.
                                       Statements of Operations
                                              (Unaudited)


                                                    Quarter Ended               Six Months Ended
                                                     December 31,                  December 31,
                                                     ------------                  ------------
                                                  2000          1999           2000           1999
                                              -----------   -----------    -----------    -----------
Revenue:
     <S>                                      <C>           <C>            <C>            <C>
     Products and services                    $    25,000   $    50,000    $    58,000    $   117,000
     Licensing revenue                            300,000       145,000        333,000        720,000
                                              -----------   -----------    -----------    -----------
     Total revenue                                325,000       195,000        391,000        837,000

Cost of revenue:
     Cost of products and services                 51,000        43,000        130,000        128,000
     Cost of licensing revenue                     87,000        81,000        111,000        213,000
                                              -----------   -----------    -----------    -----------
     Total cost of revenue                        138,000       124,000        241,000        341,000
                                              -----------   -----------    -----------    -----------
         Gross profit                             187,000        71,000        150,000        496,000
                                              -----------   -----------    -----------    -----------

Research and development                           17,000        17,000         34,000         36,000
Selling, general and administrative               170,000       139,000        349,000        301,000
                                              -----------   -----------    -----------    -----------
     Total operating expense                      187,000       156,000        383,000        337,000
                                              -----------   -----------    -----------    -----------

Operating income (loss)                              --         (85,000)      (233,000)       159,000
     Interest income (expense), net                  --          (2,000)        (1,000)        (6,000)
     Other income                                    --            --           86,000           --
     Gain on sale of assets                         9,000         8,000         18,000          8,000
                                              -----------   -----------    -----------    -----------
Net income (loss)                             $     9,000   $   (79,000)   $  (130,000)   $   161,000
                                              ===========   ===========    ===========    ===========

Income (loss) per common share-basic          $      0.00   $     (0.03)   $     (0.04)   $     (0.05)
                                              ===========   ===========    ===========    ===========

Income (loss) per common share-diluted        $      0.00   $     (0.03)   $     (0.04)   $     (0.05)
                                              ===========   ===========    ===========    ===========

Weighted average shares outstanding-basic       3,355,000     2,950,000      3,355,000      2,950,000
                                              ===========   ===========    ===========    ===========

Weighted average shares outstanding-diluted     2,525,000     2,950,000      3,355,000      3,268,000
                                              ===========   ===========    ===========    ===========


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

                                                  4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                     Xenometrix, Inc.
                                  Statement of Cash Flows
                                        (Unaudited)
                                                                      Six Months Ended
                                                                        December 31,
                                                                   ----------------------
                                                                      2000        1999
                                                                   ---------    ---------
Cash Flows from Operating Activities:
       <S>                                                         <C>          <C>
       Net  income (loss)                                          $(130,000)   $ 161,000
       Adjustments to reconcile net loss to net cash
       used in operating activities:
             Depreciation and amortization                           157,000      161,000
             Stock options issued as compensation                     95,000         --
             Gain on sale of assets                                   (9,000)        --
             Changes in assets and liabilities:
                  Accounts receivable                                (10,000)      59,000
                  Inventory                                            2,000       16,000
                  Prepaid insurance                                   41,000       43,000
                  Deposits and prepaid expense                       (12,000)      (2,000)
                  Accounts payable and accrued liabilities          (363,000)    (189,000)
                                                                   ---------    ---------
             Net cash provided by (used in) operating activities    (229,000)     249,000
                                                                   ---------    ---------

Cash Flows from Investing Activities:
       Sale of fixed assets                                           11,000         --
       Patent acquisition cost                                        (7,000)     (70,000)
                                                                   ---------    ---------
             Net cash provided by (used in) investing activities       4,000      (70,000)
                                                                   ---------    ---------

Cash Flows from Financing Activities:
       Repayment of senior promissory notes                             --       (242,000)
                                                                   ---------    ---------
             Net cash provided by (used in) financing activities        --       (242,000)
                                                                   ---------    ---------

Net increase (decrease) in cash                                     (225,000)     (63,000)

Cash and cash equivalents at beginning of period                     553,000      137,000
                                                                   ---------    ---------

Cash and cash equivalents at end of period                         $ 328,000    $  74,000
                                                                   =========    =========


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

                                            5
</TABLE>

<PAGE>


                                XENOMETRIX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE PERIOD ENDING DECEMBER 31, 2000
                                   (Unaudited)

1. Basis of Presentation

The accompanying financial statements are unaudited. However, in the opinion of
management, the accompanying financial statements reflect all adjustments,
consisting of only normal recurring adjustments, necessary for fair
presentation. Interim results of operations are not necessarily indicative of
results for the full year. These financial statements should be read in
conjunction with the Xenometrix Annual Report on Form 10-KSB for the year ended
June 30, 2000.

Except for the historical information contained in this Form 10-QSB, this Form
contains forward-looking statements that involve risks and uncertainties.
Xenometrix's actual results could differ materially from those discussed in this
Report. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this Report and any documents
incorporated herein by reference, as well as in the Xenometrix Annual Report on
Form 10-KSB for the year ended June 30, 2000.

2. Earnings (Loss) Per Common Share

Net income (loss) per common share is computed using the Financial Accounting
Standards Board's Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share" (EPS).

Basic income or loss per common share is computed by dividing the net income or
loss by the weighted-average number of common shares outstanding during the
period.

Diluted income per share is computed using the treasury stock method, based upon
the weighted-average number of common shares, dilutive common stock equivalent
shares and the assumed conversion of any dilutive convertible securities
outstanding during the period. Because the inclusion of these common stock
equivalents and convertible securities would be anti-dilutive for the three
months ended December 31, 2000, and the six months ended December 31, 2000, they
are excluded from the Company's calculations of diluted loss per share for both
periods.

3. Stock Options

In October 2000, the Board of Directors elected to eliminate accrued cash
bonuses for certain officers and directors of the Company and granted certain
stock options. Options to purchase 95,000 shares of stock were granted at a
price of $.0312 per share, the trading price per share at December 31, 1998, the
year in which the bonuses were originally granted. The issuance of these stock
options is recorded in the Company's financial statements at December 31, 2000,
as additional paid-in capital in the amount of $82,000, the amount of the
accrued bonuses eliminated.

                                       6

<PAGE>


Item 2.
                                XENOMETRIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition
should be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Report. Except for the historical information
contained herein, this Report contains forward-looking statements that involve
risks and uncertainties. Xenometrix's actual results could differ materially
from those discussed in this Report. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed in this Report
and any documents incorporated herein by reference, as well as in the Xenometrix
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000.

Overview

     Xenometrix, Inc. (the "Company" or "Xenometrix") is a biotechnology company
with a proprietary gene profiling system that characterizes a cell's response
when tested with compounds and other agents by the pattern of genes turned on
and off in the cell. In November 1997, the Company was granted a European patent
claiming methods and kits for generating gene profiles resulting from exposure
of eukaryotic cells, (including human and animal cells) to compounds. In
September 1998, the Company was issued a patent covering similar subject matter
in the U.S. Similar patents for generating gene profiles resulting from the
exposure of bacterial cells to compounds were granted. The Company shares
ownership of some of these patents with Harvard University and has an exclusive
worldwide license to Harvard's interests in the intellectual property. In
addition to the gene profiling patents, Xenometrix has an exclusive worldwide
license to the bacterial strains from the University of California, Berkeley and
an exclusive license for yeast strains from GeneBioMed, Inc.

     The Company continues to focus its efforts on offering non-exclusive
licensing of its intellectual property and exploring strategic transactions
including but not limited to the sale of the Company. The Company sells its
products and services to pharmaceutical, chemical and biotechnology companies
for testing, evaluation and optimization of their lead compounds. The timing and
amount of revenues from sales of products and services to the drug discovery and
development market and chemical markets cannot be predicted with certainty.
Similarly, the Company's ability to enter into strategic alliances, license
agreements and meaningful collaborative arrangements with customers or other
potential collaborators and licensees cannot be predicted with a high degree of
accuracy. Accordingly, results of operations for any period may be unrelated to
results of operations for any other period and are likely to fluctuate sharply.
In addition, historical results should not be viewed as indicative of future
operating results.

     As of February 10, 2001, the Company had cash of approximately $492,000.
The Company estimates that its current resources together with projected
collections on accounts receivable from customers will be sufficient to meet its
operating needs through the end of September 2001. The Company is currently in
discussions with several companies regarding broad strategic transactions and

                                       7

<PAGE>


non-exclusive licensing of the Company's intellectual property. The Company
continues to provide services and kits to customers. The Company is hopeful that
additional revenue will be obtained from such agreements and sales of products
and services.

Results of Operations

Comparison of quarters ended December 31, 2000 and 1999
-------------------------------------------------------

     Revenue. For the quarter ended December 31, 2000, total revenue increased
67% to approximately $325,000 from $195,000 reported in the comparable quarter
of the prior year. The increase was attributable to an increase in up-front
licensing fees while sales of products and service revenue from the Company's
Client Research Laboratory were decreased by 50% to $25,000 from $50,000.
Licensing revenues increased by 107% to $300,000 from $145,000 reported in the
prior year. The decreases in sales of products and services were primarily due
to the focus of the Company's activities on exploring long term strategic
alliances.

     Gross Profit. For the quarter ended December 31, 2000, gross profit
increased by 163% to $187,000 from $71,000 reported in the prior year. The
increase in gross profit was primarily due to an increase in licensing
activities compared to the same quarter of the prior year. The cost of revenue
of approximately $138,000 represents primarily fixed facilities costs associated
with production along with direct production costs, and in part, royalties paid
to the Universities of Harvard and California, Berkeley under the Company's
existing licensing agreements. Gross profit margins on sales of products and
services decreased by approximately 67%. This gross profit margin of negative
51% is due to low sales volumes compared with fixed facilities costs.

     Selling, General and Administrative Expenses (SG&A). For the quarter ended
December 31, 2000, SG&A expenses were $170,000, up 22% from $139,000 in the
prior year. This increase was primarily due to higher legal, business
development and administrative costs to support the Company's activities and
focus on broad strategic transactions.

     Net Income (Loss). For the quarter ended December 31, 2000, there was a net
gain of $9,000 compared to a loss of $286,000 or $0.03 per share, reported for
the comparable quarter of fiscal year 1999. The gain was not sufficient to show
detectable earnings per basic or diluted share.

Liquidity and Capital Resources

     At December 31, 2000, the Company had cash and cash equivalents of
$328,000. During the six month period ended December 31, 2000, operating
activities consumed $229,000 and $7,000 was invested in patents. In the six
months ended December 31, 1999, operating activities generated $249,000 in cash.
The net use of cash by operating activities this year was primarily to the
result of the payment of accrued expenses and liabilities of $363,000 compared
to prior year net income of $249,000 and payment of accrued expenses and
liabilities of $189,000. In addition, during the six months ended December 31,
2000, there were no cash transactions in financing activities. This contrasts
with the corresponding six months in 1999 when the Company repaid debt of
$242,000.

                                       8

<PAGE>


     The Board of Directors elected to eliminate accrued cash bonuses for
certain officers and directors of the Company and granted stock options, to
reduce the cash liability of the Company. The issuance of these stock options is
recorded in the Company's financial statements at December 31, 2000, as
additional paid-in capital in the amount of $82,000, the amount of the accrued
bonuses eliminated.

     As of February 10, 2001 the Company had cash of approximately $492,000
compared to $328,000 at December 31, 2000 and $241,000 at September 30, 2000.
The Company estimates that its current resources together with projected
collections on accounts receivable from licensees and clients will be sufficient
to meet its operating needs through the end of September 2001. The Company is
currently in discussions with several companies regarding broad strategic
transactions and licensing of the Company's intellectual property, and is
hopeful that additional revenue will be obtained from such agreements.

                                       9

<PAGE>


                           Part II--Other Information


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


(a)  Exhibits

None

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

                                       10

<PAGE>


                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Report to be signed on its behalf.

                                            XENOMETRIX, INC.



                                            By:  /s/  Pauline Gee
                                               --------------------------------
February 14, 2001                                     Pauline Gee
                                                      President, Chief Executive
                                                      Officer