SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
---      ---------------------------------------------------------------------

                For the quarterly period ended December 31, 2000
                ------------------------------------------------

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



                         Commission File Number: 0-18399


                         FOUNTAIN PHARMACEUTICALS, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                    62-1386759
--------                                    ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                   7279 Bryan Dairy Road, Largo, Florida 33777
                   -------------------------------------------
                    (Address of Principal Executive Offices)


                                 (727) 548-0900
                                 --------------
              (Registrant's telephone number, including area code)


         Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.

                     (1)     Yes   X                    No
                                 -----                     -----

                     (2)     Yes   X                    No
                                 -----                     -----


<PAGE>


                       APPLICABLE ONLY TO ISSUERS INVOLVED
           IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Check whether the Registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by court.

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of February 16, 2001:

Common Stock, par value             $.001 - 2,375,796

Class B Common Stock, par value     $.001 - 4,505


                 Transitional Small Business Disclosure Format:

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


                                        2

<PAGE>


                         FOUNTAIN PHARMACEUTICALS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                    <C>                                                                                    <C>
Part I.                Financial Information*
-------                ---------------------

    Item 1.            Condensed Financial Statements (Unaudited)

                       Balance Sheets - September 30, 2000                                                    4
                       and December 31, 2000 (Unaudited)

                       Statements of Operations - for the three                                               5
                       months ended December 31, 2000 and 1999
                       (Unaudited)

                       Statement of Stockholders' Deficit - for                                               6
                       the period from September 30, 2000
                       through December 31, 2000 (Unaudited)

                       Statements of Cash Flows - for the three                                               7
                       months ended December  31, 2000 and 1999
                       (Unaudited)

                       Notes to Condensed Financial Statements                                                8
                       (Unaudited)

    Item 2.            Management's Discussion and                                                            9
                       Analysis or Plan of Operation

Part II.               Other Information
--------               -----------------

    Item 1.            Legal Proceedings                                                                     13
    Item 2.            Changes in Securities                                                                 13
    Item 3.            Defaults Upon Senior Securities                                                       13
    Item 4.            Submission of Matters to a Vote                                                       13
                       of Security Holders
    Item 5.            Other Information                                                                     13
    Item 6.            Exhibits and Reports on Form 8-K                                                      14
</TABLE>


* The accompanying financial information is not covered by an Independent
  Certified Public Accountant's Report.

                                        3
<PAGE>

                         FOUNTAIN PHARMACEUTICALS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                        ASSETS

                                                                       December 31,
                                                                           2000        September 30,
                                                                       (Unaudited)         2000
                                                                       -----------     -------------
<S>                                                                      <C>                <C>
Current assets:
         Cash and cash equivalents                                       $ 66,311           $ 88,687
         Accounts receivable, net of allowance                            159,098             50,409
                  for uncollectible accounts
                  ($ 8,054, December 31, 2000;
                   $10,600, September 30, 2000)
         Inventories                                                      206,503            233,169
         Prepaid expenses                                                   1,697              6,184
                                                                         --------           --------

         Total current assets                                             433,609            378,449


Furniture and equipment, less
         accumulated depreciation
         ($354,067, December 31, 2000;
          $342,581, September 30, 2000)                                    89,833            101,819

Patent costs, less accumulated
         amortization ($47,835, December 31,
         2000; $45,408, September 30, 2000)                               156,333            157,884






Other assets                                                               10,046             10,046
                                                                         --------           --------


Total assets                                                             $689,821           $648,198
                                                                         ========           ========



<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                                       December 31,
                                                                           2000        September 30,
                                                                       (Unaudited)         2000
                                                                       -----------     -------------
<S>                                                                  <C>                <C>
Current liabilities:
         Accounts payable and accrued expenses                       $    246,170       $    219,114
         Accrued interest                                                 386,151            303,887
         Current maturities of long-term debt                              18,274             17,810
         Notes Payable, related party                                   2,666,500          2,476,000
                                                                     ------------       ------------

           Total current liabilities                                    3,317,095          3,016,811

Long-term debt, less current maturities                                     9,052             13,799


               Total liabilities                                        3,326,147          3,030,610
                                                                     ------------       ------------

Stockholders' deficit
         Preferred stock, par value $.001,
               2,000,000 shares authorized, issued
               and outstanding (1.2 votes per share)                        2,000              2,000
         Common stock, par value $.001, 50,000,000
               shares authorized; 2,375,796 shares
               issued and outstanding (1 vote per share)                    2,376              2,376
         Class B common stock; par value $.001,
               5,000,000 shares authorized; 4,505 shares
               issued and outstanding (5 votes per share)                       5                  5
         Additional paid-in capital                                    17,086,682         17,086,682
         Accumulated deficit                                          (19,727,389)       (19,473,475)
                                                                     ------------       ------------
               Total stockholders' deficit                             (2,636,326)        (2,382,412)
                                                                     ------------       ------------


Total liabilities and stockholders' deficit                          $    689,821       $    648,198
                                                                     ============       ============
</TABLE>

                  See notes to condensed financial statements.

                                        4

<PAGE>


                         FOUNTAIN PHARMACEUTICALS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended December 31,
                                                         -------------------------------
                                                              2000             1999
                                                          -----------       -----------
<S>                                                       <C>               <C>
Revenue                                                   $   192,011       $   136,914

Cost of sales                                                  30,719            37,060
                                                          -----------       -----------

Gross profit                                                  161,292            99,854
                                                          -----------       -----------

Operating expenses:
    Research and development                                   67,250            72,117
    General and administrative                                 91,786           135,000
    Selling                                                   159,405           415,992
    Depreciation and amortization                              14,413            13,848
                                                          -----------       -----------

Total operating expenses                                      332,854           636,957
                                                          -----------       -----------

Loss from operations                                         (171,562)         (537,103)

Other income (expenses):
    Interest income                                               313               674
    Interest expense                                          (83,043)          (41,278)
    Gain on sale of furniture and equipment                       250               -
    Other income (expense)                                        128               -
                                                          -----------       -----------

Total other income (expenses)                                 (82,352)          (40,604)
                                                          -----------       -----------

Loss before income taxes                                     (253,914)         (577,707)

Income taxes                                                      -                 -
                                                          -----------       -----------

Net loss                                                  ($  253,914)      ($  577,707)
                                                          ===========       ===========

Earnings per share:

Basic and diluted net loss per share common share         ($      .11)      ($      .24)
                                                          ===========       ===========

Weighted average basic number of shares outstanding:        2,380,301         2,380,301
                                                          ===========       ===========
</TABLE>

                  See notes to condensed financial statements.

                                        5

<PAGE>

                         FOUNTAIN PHARMACEUTICALS, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
        FOR THE PERIOD FROM SEPTEMBER 30, 2000 THROUGH DECEMBER 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Class B
                             Preferred Stock        Common Stock      Common Stock
                           ------------------   -------------------  ----------------
                                                                                       Additional     Accumulated
                           Shares     Amount    Shares       Amount  Shares  Amount  Paid-in Capital     Deficit         Total
                          ---------   -------  ---------    -------   -----  ------- ---------------  -----------    -------------
<S>                       <C>         <C>      <C>          <C>       <C>     <C>     <C>            <C>            <C>
Balances
    September 30, 2000    2,000,000   $ 2,000  2,375,796    $ 2,376   4,505   $   5   $17,086,682    ($19,473,475)  (  $2,382,412)


Net Loss for the Period                                                                              (    253,914)  (     253,914)
                          ---------   -------  ---------    -------    -----    ----   -----------   ------------    -------------


Balances,
    December 31, 2000     2,000,000   $ 2,000  2,375,796    $ 2,376    4,505  $   5   $17,086,682   ($19,727,389)   ($  2,636,326)
                          =========   =======  =========    =======    =====    ====   ===========    ===========     ============
</TABLE>


                  See notes to condensed financial statements.


                                        6
<PAGE>
                         FOUNTAIN PHARMACEUTICALS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months Ended December 31,
                                                            --------------------------
                                                              2000            1999
                                                            ---------       ---------
<S>                                                         <C>             <C>
Cash flows from operating activities:
    Net loss                                                ($253,914)      ($577,707)
    Adjustments to reconcile net loss to
        net cash used in operating activities:
        Gain on sale of furniture and equipment                  (250)            -
        Depreciation                                           11,986          11,494
        Amortization                                            2,427           2,354
        Increase (decrease) in cash due to changes in:
           Accounts receivable                               (108,689)         55,446
           Inventories                                         26,666         (28,560)
           Prepaid expenses                                     4,487          16,259
           Other assets                                           -               -
           Accounts payable and accrued expenses              109,320          45,559
                                                            ---------       ---------


Net cash used in operating activities                        (207,967)       (475,155)
                                                            ---------       ---------

Cash flows from investing activities:
    Deferred patent costs incurred                               (876)         (1,519)
    Acquisition of furniture and equipment                        -           (22,059)
    Proceeds from sale of furniture
    and equipment                                                 250             -
                                                            ---------       ---------

Net cash used in investing activities                            (626)        (23,578)
                                                            ---------       ---------


Cash flows from financing activities:
    Director and Officer loans                                190,500         655,000
    Payments on note payable, bank                             (4,283)         (3,863)
    Repayment of Director and Officer loans                       -            (5,000)
                                                            ---------       ---------

Net cash provided by (used in) financing activities           186,217         646,137
                                                            ---------       ---------


Increase (decrease) in cash and cash equivalents              (22,376)        147,404

Cash and cash equivalents at beginning of period               88,687         176,998
                                                            ---------       ---------


Cash and cash equivalents at end of period                  $  66,311       $ 324,402
                                                            =========       =========
</TABLE>

                 Supplemental Schedule of Cash Flow Information
                 ----------------------------------------------

Interest paid was $779 and $1,204 for the three months ended December 31, 2000
and 1999, respectively.


                  See notes to condensed financial statements.

                                        7
<PAGE>


                         FOUNTAIN PHARMACEUTICALS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)

1.   The interim financial statements of Fountain Pharmaceuticals, Inc. (the
     "Company") which are included herein are unaudited and have been prepared
     in accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-QSB. In the
     opinion of management, these interim financial statements include all the
     necessary adjustments to fairly present the results of the interim periods,
     and all such adjustments are of a normal recurring nature. The interim
     financial statements should be read in conjunction with the audited
     financial statements for the two years ended September 30, 2000 included in
     the Company's Annual Report on Form 10-KSB for the year then ended. The
     report of the Company's independent auditors for the year ended September
     30, 2000 contains an explanatory paragraph as to the substantial doubt of
     the Company's ability to continue as a going concern. No adjustments have
     been made to the accompanying financial statements to give effect to this
     uncertainty. The interim results reflected in the accompanying financial
     statements are not necessarily indicative of the results of operations for
     a full fiscal year.

     The basic net loss per common share is computed by dividing the net loss by
     the weighted average number of common shares outstanding.

     Diluted net loss per common share is computed by dividing the net loss,
     adjusted on an as if converted basis, by the weighted average number of
     common shares outstanding plus potential dilutive securities (Common Stock
     options and Warrants). For the three months ended December 31, 2000 and
     1999 potential dilutive securities had an anti-dilutive effect and were not
     included in the calculation of diluted net loss per common share.

2.   Management's plans regarding operations and capital resources:

     The Company has incurred recurring losses and has a $2,883,486 working
     capital deficit at December 31, 2000. During the past three years these
     losses have been principally funded through sales of preferred stock
     ($2,500,000) to an entity controlled by the Company's current Chairman of
     the Board (Mr. Schuchert) and advances of $2,711,500 from Mr. Schuchert.
     Given the limited financial resources of the Company, the Company is
     continuing to reduce operating expenses. In addition, the Company is
     continuing to de-emphasize building an internal sales infrastructure and is
     concentrating its efforts on establishing partnerships and/or joint
     ventures with sales channels that do not require up front investment or
     overhead expense. These relationships may include commission only sales
     personnel, E-Commerce marketing partners, etc. Based upon the Company's
     current budget guidelines, management believes that the Company has
     sufficient working capital to enable the Company to meet its anticipated
     operating expenses through March 2, 2001. Mr. Schuchert has conditionally
     indicated his intention to fund the Company's cash needs for the near term
     but is under no obligation to do so. If the Company is unable to secure
     additional financing from Mr. Schuchert in the very near term, it will not
     be able to continue as a going concern and will suspend operations.

                                        8

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         Background

         The Company was organized during 1989 to develop and commercialize
certain proprietary compound encapsulation technologies. Following several years
of continued developmental efforts, the Company was able to secure patents on
several aspects of its technologies in the United States and Europe, introduce
branded products in certain markets and develop strategic associations with
pharmaceutical companies.

         From inception through 1994, the Company remained in the development
stage while experiencing substantial losses. Its principal source of capital was
derived from a series of private financing transactions and an initial public
offering in 1990. Sales revenues during this period were insufficient to offset
the Company's operating costs and liabilities. Consequently, the Company filed
for protection under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Middle District of Florida, Tampa
Division on November 30, 1994. Upon successfully reorganizing its operations and
finances, the Company emerged from bankruptcy in July 1996.

         In July 1997, the Company completed a private placement of 2,000,000
newly-designated and issued shares of Series A Convertible Preferred Stock (the
"Preferred Stock") to Fountain Holdings, LLC ("Holdings"), a Wyoming limited
liability company, controlled by Joseph S. Schuchert, Jr. As a result of this
private placement (the "Private Placement"), the Company obtained additional
working capital of $2.5 million, which it utilized to enhance the expansion of
the Company's sales and marketing program, as well as to further the Company's
research and development efforts.

         As a result of significant increases in marketing costs associated with
the expansion of existing product lines and the introduction of new products
during fiscal year ended September 30, 1998, which were not offset by sales
revenues during the period, the Company substantially utilized its working
capital resources. In order to provide working capital, the Company also entered
into a secured credit arrangement with Mr. Schuchert as of December 31, 1998.
The credit agreement provides for a two-year line of credit of up to $1,500,000
subject to the Company satisfying certain agreed upon quarterly operating budget
guidelines.

         As a result of additional costs associated with the development and
marketing of two new product lines during fiscal year ended September 30, 1999,
the Company fully utilized the $1,500,000 line of credit. In order to maintain
current operations for fiscal year ending September 30, 2000, the Company
obtained short term unsecured loans from its former President, Mr. Gerald
Simmons and Mr. John C. Walsh, a director of the Company in the aggregate amount
of $20,000. During fiscal year ended September 30, 2000 and subsequently, Mr.
Schuchert made additional unsecured advances to the Company, the terms of which
have not been finalized. As of February 16, 2001, the outstanding principal
balance of this unsecured loan was $1,211,500.

         Mr. Schuchert has conditionally indicated his intention to fund the
Company's cash needs for the near term but is under no obligation to do so. If
the Company does not secure additional


                                       9
<PAGE>

financing from Mr. Schuchert in the very near term, the Company will not be able
to continue as a going concern and will suspend operations. See "Liquidity and
Capital Resources."

         Results of Operations

         During the quarter ended December 31, 2000, the Company realized a net
loss of $253,914 on revenues of $192,011, compared to a net loss of $577,707 on
revenues of $136,914 for the quarter ended December 31, 1999. This decrease in
net losses from the prior year's quarter ended December 31, 1999, is
attributable primarily to the overall reduction in operating expenses. The
increase in revenues of 40.2% from prior year's quarter ended December 31, 1999
was a result, primarily, of early shipments during the quarter ended December
31, 2000, normally which would occur in the second fiscal quarter, to the
Company's European licensee's in Switzerland and Norway.

         During the quarter ended December 31, 2000, the Company incurred
operating expenses of $332,854, a 47.7% decrease over operating expenses of
$636,957 in the quarter ended December 31, 1999. This decrease in expenses was
primarily due to reduction in personnel, travel and entertainment expenses,
sales and marketing expenses relating to the Company's new skin care brand,
Celazome(R).

         During the quarter ended December 31, 2000, the Company incurred
interest expense of $83,043, a 101.2% increase over interest expense of $41,278
for the quarter ended December 31, 1999. This increase in interest expense is
associated with the secured line of credit arrangement and the unsecured loan
with Mr. Joseph S. Schuchert, Jr. See "Liquidity and Capital Resources."

         Liquidity and Capital Resources

         From inception through the quarter ended June 30, 1994, the Company's
principal sources of working capital were derived from a series of private
financing transactions and an initial public offering in 1990. As a result of
the Company's declining equity and assets, the Company's securities were
delisted from The NASDAQ SmallCap Market(SM) during May 1994 and the securities
have since traded on the less liquid market of the OTC Bulletin Board.

         During the period from the quarter ended June 30, 1994 throughout the
bankruptcy proceedings, the Company's operations were funded primarily through
sales of products and from royalties, as well as the sale of 25,000,000 shares
(pre-split) of the Company's Common Stock to its then Chief Executive Officer at
a purchase price of $250,000 in December 1995. Since emerging from bankruptcy,
the Company's primary source of working capital have been sales revenues, short
term advances from the Company's then Chief Executive Officer and proceeds of
$2.5 million generated from a private placement offering in July 1997.

        As a result of such significant increase in marketing costs and legal
fees, which were not offset by sales revenues, the Company had substantially
utilized its working capital resources by December 1998. In order to provide
working capital, the Company entered into a secured credit


                                       10
<PAGE>

arrangement with Mr. Schuchert as of December 31, 1998. The Credit Agreement
(the "Credit Agreement") provides for a secured line of credit of up to
$1,500,000, the principal and unpaid interest of which was due on December 31,
2000, 180 days from written demand of Mr. Schuchert as lender or upon an event
of default under the agreement. (See "Item 3, Defaults upon Senior
Securities.") As of February 16, 2001, Mr. Schuchert has not called the credit
agreement on the Company, but is under no obligation to do so. The line of
credit bears interest at an adjustable monthly rate equal to the greater of (i)
the prime rate quoted in the Wall Street Journal, plus 1 1/2% or (ii) 9%, which
is payable monthly or may be accrued. The facility is secured by all of the
assets of the Company (subject to any existing liens). The facility is subject
to the Company satisfying certain agreed upon quarterly operating budget
guidelines. As of February 16, 2001, the Company had $1,500,000 outstanding
under this facility plus accrued interest of $298,298 as of January 31, 2001.
The proceeds of the loan have been utilized to fund operations and to pay legal
fees in connection with the Dermik lawsuit which was settled in March 1999.
Under the terms of the warrant granted in connection with the Credit Agreement,
Mr. Schuchert is entitled to purchase 1.6 shares of Common Stock for each dollar
advanced under the facility and 1.6 shares of Common Stock for each dollar of
accrued interest that is unpaid when due under the facility at an exercise price
of $.65 per share with an expiration date of December 31, 2003. As of February
16, 2001, Mr. Schuchert is entitled to purchase an aggregate of 2,877,276 shares
of Common Stock upon the exercise of such warrant.

        As a result of such increased expenditures, which were not offset by
sales revenues, the Company substantially utilized its working capital resources
by October 1999. In order to provide working capital during the first quarter of
fiscal year ended September 30, 2000 the Company obtained short term unsecured
loans, consisting of $5,000 from its then President, Mr. Gerald T. Simmons, (See
"Item 5, Other Information") and $15,000 from John C. Walsh, a Director of the
Company, all of which have been repaid.

         As of December 31, 2000, the Company had a working capital deficit of
$2,883,486, a decrease in working capital of $245,124 from the level of working
capital deficit, of $2,638,362 as of September 30, 2000. The decrease in working
capital is primarily attributable to operating expenses not offset by sales
revenues, accrued interest on the Credit Agreement, plus estimated accrued
interest on the unsecured loan from Mr. Schuchert.

         Since October 1999, the Company has substantially relied upon advances
by Mr. Schuchert, a Director of the Company, to provide working capital to fund
operations. Mr. Schuchert made the advances as an additional unsecured loan, the
terms of which have not been finalized. As of February 16, 2001, the outstanding
principal balance of this unsecured loan was $1,211,500 plus estimated accrued
interest of $115,884 as of January 31, 2001. As of February 16, 2001 the
Company's cash position was $ 94,122. Given the limited financial resources of
the Company, the Company is continuing to reduce operating expenses. In
addition, the Company is continuing to de-emphasize building an internal sales
infrastructure and is concentrating its efforts on establishing partnerships
and/or joint ventures with sales channels that do not require up front
investment or overhead expense. Among others, these relationships may include
commission only sales personnel and E-Commerce marketing partners. Based upon
the Company's current budget guidelines, management believes that the Company
has sufficient capital to enable the Company to meet its anticipated operating
expenses

                                       11
<PAGE>

through March 2, 2001. Mr. Schuchert has conditionally indicated his intention
to fund the Company's cash needs for the near term but is under no obligation to
do so. If the Company does not secure additional financing from Mr. Schuchert in
the very near term, the Company will not be able to continue as a going concern
and will suspend operations.

         In August 2000, Spirig AG informed the Company that it would begin
transitioning its sunscreen to a non-LyphaZome technology. The transition will
begin subsequent to fiscal year ending September 30, 2000 and will be completed
by March 22, 2003, the expiration of Spirig AG's contract. The Company has
agreed to accept a fee from Spirig AG based on sales of the non-LyphaZome
sunscreens. This fee is in lieu of the normal licensing fee. At this point, the
Company is unable to quantify its projected loss of revenue from the Spirig AG
contract. To offset the potential revenue decreases from Spirig AG, the Company
is negotiating with a number of new international licensee/distributor
candidates. As of October 2000, Quinoderm, Ltd. has signed a licensee agreement
with the Company to distribute products in the United Kingdom and Ireland
markets.

         Effects of Inflation

         The Company does not expect inflation to materially effect its results
of operations, however, it does expect that its operating costs and the cost of
capital equipment to be acquired in the future may be subject to general
economic and inflationary pressures.


                                       12
<PAGE>

Part II.          Other Information


Item 1.           Legal Proceedings

         None

Item 2.           Changes in Securities

         None

Item 3.           Defaults upon Senior Securities

                  As described under "Management's Discussion and Analysis of
Financial Condition and Results of Operations/Liquidity and Capital Resources"
the Company's line of credit with Mr. Schuchert matured on December 31, 2000.
The Company was not in a financial position to make the payment of $1,782,184 in
principal and interest due on that date. The line of credit is secured by a lien
on substantially all the assets of the Company. Mr. Schuchert has not taken
action to enforce his rights under the agreement which evidence the line of
credit, although there can be no assurance that he will not do so.

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

         None

Item 5.           Other Information

(a)      Change in Officers

                  Mr. Gerald T. Simmons resigned from his position as Chief
         Executive Officer and President on November 30, 2000. Mr. Simmons did
         not receive a severance arrangement. Effective February 1, 2001 the
         Board of Directors of the Company appointed Mr. Christopher J. Whitaker
         who is Vice President of Operations to Interim Chief Executive Officer
         and Mr. Francis J. Werner who is Director of Finance and Administration
         to Interim Chief Financial Officer.

(b)      General

         PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

         When used in this Quarterly Report on Form 10-QSB, the words "may",
"will", "expect", "anticipate", "continue", "estimate", "intend", and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ from those included within the forward-looking
statements (which differences may be material) as a result of various factors.
Such factors include, among others: (i) the Company's ability to obtain
additional sources of capital to fund continuing operations in the immediate
term; (ii) the Company's ability to retain existing or obtain additional
licensees who act as distributors of its products; (iii) the Company's ability
to obtain additional patent protection for its


                                       13
<PAGE>

encapsulation technology; and (iv) other economic, competitive and governmental
factors affecting the Company's operations, market, products and services.
Additional factors are described in the Company's other public reports and
filings with the Securities and Exchange Commission. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date made. The Company undertakes no obligation to publicly release the
result of any revision of these forward-looking statements to reflect events or
circumstances after the date they are made or to reflect the occurrence of
unanticipated events.

Item 6.             Exhibits and Reports on Form 8-K

(a)      Exhibits:

                  None

(b)      Reports on Form 8-K:

                  None.



                                       14
<PAGE>

                         FOUNTAIN PHARMACEUTICALS, INC.

                                   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.


                                          FOUNTAIN PHARMACEUTICALS, INC.



Dated:  February 23, 2001                 /s/Christopher J. Whitaker
                                          --------------------------
                                          CHRISTOPHER J. WHITAKER
                                          Interim Chief Executive Officer and
                                          Vice President of Operations

                                          /s/Francis J. Werner
                                          --------------------------
                                          FRANCIS J. WERNER
                                          Interim Chief Financial Officer and
                                          Director of Finance and Administration