<PAGE>

                                  FORM 10-KSB


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  For the Fiscal Year Ended December 31, 2000


              [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from ___ to ___


                       Commission file number: 001-13467


                      COMMONWEALTH BIOTECHNOLOGIES, INC.
                (Name of small business issuer in its charter)


               Virginia                                 54-1641133
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


                               601 Biotech Drive
                           Richmond, Virginia 23235
              (Address of principal executive offices) (Zip Code)

                   Issuer's telephone number: (804) 648-3820


<TABLE>
<S>                                                                <C>
 Securities registered pursuant to Section 12(b) of the Act:       Securities registered pursuant to Section 12(g) of the Act:
         Common Stock, without par value per share                                            None
</TABLE>

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No ___

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [_].

     The issuer's revenues for the year ended December 31, 2000 were $4,366,959.

     The aggregate market value of the shares of common stock, without par value
("Common Stock"), of the registrant held by non-affiliates on March 29, 2001 was
approximately $7,785,615 based upon the closing sales price of these shares of
$3.75 per share, as reported on the Nasdaq SmallCap Market on March 29, 2001.

     As of March 29, 2000 there were 2,076,164 shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's definitive proxy statement for its Annual
Meeting of Shareholders to be held on May 7, 2001 are incorporated by reference
into Part III of this Form 10-KSB.

     Portions of the registrant's 2000 Annual Report to Shareholders are
incorporated by reference into Part II of this Form 10-KSB.

     Transitional Small Business Disclosure Format (check one:) Yes ___  No  X.
                                                                            ---
<PAGE>

                                    PART I

Item 1.   Description of Business
          -----------------------

Overview

Commonwealth Biotechnologies, Inc (the "Company" or "CBI") was founded in 1992
to provide sophisticated research and development support services on a contract
basis to the biotechnology industry. The Company's customers consist of private
companies, academic institutions and government agencies, all of which use
biological processes to develop products for health care, agricultural and other
purposes. The Company's revenues are derived principally from providing
macromolecular synthetic and analytical services to researchers in the
biotechnology industry or to researchers who are engaged in life sciences
research in government or academic labs throughout the world.

The Company provides these services to customers on a contract basis and derives
its revenues from these services, and not only from sales of commercial products
resulting from the research. This arrangement distinguishes the Company from
many other biotechnology companies in that the Company's revenues are not
derived from successful commercialization of a new biotechnology product. The
Company has developed a strong reputation as a leading provider of biotechnology
research and development analytical services. The Company is focusing its
expansion efforts on the maintenance and expansion of long-term relationships
with customers in the biotechnology industry and in establishing new customer
relationships. The Company has implemented new technologies to provide new
services to its customers, and is continuing to develop new products and
services to meet the changing needs of its customers.

The Company's approach to providing services is called Concept-to-Clinic and is
the key to CBI's continued success. It defines the approach taken with all
clients - design, development, implementation and testing. Whether the client is
a start-up company with research and development needs, or an established firm
wishing to move a product through clinical regulation, CBI stands ready as
partner of choice to provide the required services that ensures success. The use
of Concept-to-Clinic is evidenced in the broad array of services CBI offers its
clients.

Growth Strategy

     The Company's strategy for growth includes:

     Expansion of its Analytical Instrumentation Capacity. The Company believes
     ----------------------------------------------------
     there is significant demand for additional services of the type the Company
     currently offers. The Company's capacity to service this demand has been
     enhanced by its acquisition of state-of-the-art instrumentation. The
     Company continues to improve profit margins on its technology base through
     use of more efficient and automated instrumentation.

     Expansion of its Marketing Capabilities. The Company has expanded its
     ---------------------------------------
     customer base primarily through placement of print-ads in several
     periodicals and industry sourcebooks, by attendance at a limited number of
     trade shows, seminars and meetings, through its own World Wide Web Home
     Page, and by word- of-mouth recommendations. The Company has increased its
     print-ad marketing and will continue to utilize these other strategies to
     attract customers.

     Regulatory Compliance. The Company has been registered under the Clinical
     ---------------------
     Laboratories Improvement Act (CLIA). Registration under the CLIA guidelines
     enables the Company to accept human samples for analysis and to perform
     analysis of human clinical samples for the presence of known genetic
     markers.

                                       2
<PAGE>

        The Company was accredited under the guidelines of the National Forensic
        Science Technology Center, (NFSTC), to perform DNA identity testing for
        submission of data into the Combined DNA Index System (CODIS) data base,
        and is one of a select few commercial facilities nationwide accredited
        by the NFSTC to perform criminal (felony) DNA database testing for
        submission into the FBI CODIS database.

        The Company is accredited by the American Association of Blood Banks
        (AABB) and the Company has participated in a validation study through
        the College of American Pathologists (CAP). Accreditation by the AABB
        enables the Company to perform paternity testing on private and public
        cases.

        The Company operates under GLP (Good Laboratory Practices) and has been
        accredited by the United States Department of Agriculture to receive
        bovine DNA samples from Europe to perform genetic, lineage, and identity
        analysis. The Company participated in an international study to validate
        bovine DNA identity testing in conjunction with a study group located in
        Denmark, and in addition, is establishing DNA identity testing in
        horses.

        These various accreditations enhance the Company's position in the
        marketplace and bolster its Concept-to-Clinic offerings. In addition to
        managing clinical trial work, the Company has the capacity to perform
        the associated lab services and the results of these lab analyses will
        be acceptable to the regulatory authorities.

        Expansion into New Service Technologies. CBI's growth is attributed in
        ---------------------------------------
        part to its focus on signing long-term contractual clients. For example,
        two long-term clients have signed continuing contracts for 2001. CBI
        continues to serve as subcontractor to the Illinois Institute of
        Technology Research Institute (IITRI) for proprietary protocol
        development work. This contract was valued at over $1.3 million for 2000
        and is expected to bring nearly $8 million to the Company over its
        five-year term. CBI is the prime contractor for a second sponsor, which
        focuses on research aimed at identifying novel molecules. This contract
        is valued at about $1 million for a one-year period. These contracts
        represent unique opportunities for CBI in that the work involves nearly
        every employee at the Company and involves virtually every technology.

        CBI must develop new technologies to service these and other contracts.
        New technologies are expected to bring additional revenue to the Company
        when they are commercialized. In addition to contractual research, in
        the past year several technology platforms have produced notable results
        at CBI. In the coming year still other platforms promise to play equally
        exciting roles in CBI's growth. Some of these technologies are discussed
        below.

        Paternity Testing

        There has been a dramatic and constant increase in the number of private
        paternity cases implemented at CBI. The Company routinely processes
        upwards of 125 inquiries per month. This workload generates nearly a
        1000% increase in revenue compared to 1999. CBI is recognized worldwide
        for its expertise in this area. The company routinely receives samples
        from the Pacific Rim countries for analysis as a result of service
        agreements it has with Korean and Japanese companies. In 2000 CBI
        received accreditation from the American Association of Blood Banks and
        renewed its accreditation with the National Forensic Science Technology
        Council.

                                       3
<PAGE>

        Genotyping Services

        CBI implemented rapid and novel techniques for genotyping analysis in
        2000 that have been applied to cell culture lines. Consequently, the
        company performs identity and lineage analysis on different cell lines
        for various clients. Total revenue derived from genotyping services
        alone increased 1000% compared to 1999. CBI anticipates these techniques
        to continue to positively impact profitability in the future.

        Drug Development

        CBI implemented Drug Development as a new technology platform in January
        2001. This technology complements its current inventory of services and
        allows CBI to offer complete development of potential human
        pharmaceuticals, from conception through pre-clinical trials and onto
        early phase clinical trials (I and II). Drug Development is a primary
        focus for CBI's new Concept-to-Clinic mission and marketing approach. To
        launch this service, the company initially sought to acquire a small
        firm that specializes in the field. However, discussions halted once the
        due diligence process revealed disappointing revenue information. CBI
        then negotiated to simply acquire the firm's existing contracts. The
        Company also retained key expert personnel. CBI is now fully operational
        in Drug Development capabilities, and is currently identifying new
        clients and contracts.

        Genome Services

        In 2000 CBI implemented a state-of-the-art genomics platform. The
        services CBI offers include DNA genome-scale sequence determination,
        real time PCR analysis, array technologies and bioinformatics processes.
        CBI began a collaborative project to sequence the genome of the
        microbial pathogen Streptococcus Sanguis under the auspices of a
        federally funded grant from the National Institutes of Health.

        Proteomics

        CBI has already acquired the instrumentation necessary to become a
        center for proteomic study. (The proteome is the spectrum of proteins
        produced by an organism.) Proteomics is the principle end target of
        genomic analysis, where function is ascribed to proteins, which are
        revealed through genomic sequence determination. With publication of the
        human as well as other organisms' genetic road map, proteomics will
        rapidly become the leading technology platform leading to new drugs for
        human diseases. Having a proteomics platform positions CBI to assist
        clients who wish to capitalize on the wealth of DNA sequence information
        in the public domain. CBI has integrated molecular modeling, bioorganic
        synthesis, over-expression and protein purification services within its
        proteomic platform.

Analytical Support Services

In order to analyze and experiment with cell components and macromolecules,
researchers need to analyze, sequence, purify, synthesize, and characterize
those components. Thus, the Company's business is dependent upon the use of
sophisticated, analytical equipment. In light of increasing cost pressures, many
companies, universities, and research institutions seek to avoid incurring the
costs to equip and staff laboratories, which can perform these analytical
services. Instead, they choose to contract with the Company for these services.

The Company is a fee-for-service contractor and typically takes no ownership
position in the intellectual property rights resulting from services it performs
under contract for either short-term or long-term contract customers. A key to
the growth of the Company has been to integrate a number of foundation
technologies

                                       4
<PAGE>

and provide a broad range of capabilities to customers who otherwise must go to
several different sources for their needs. Since commencing operations, the
Company has become noted for providing a wide range of services relating to
design, synthesis, purification, and analysis of peptides, proteins, and
oligonucleotides.

Providing a wide range of services is an important element of the Company's
competitive strategy. Virtually all of its closest competitors provide either
DNA level technologies or protein/peptide level technologies. There are few
major competitors which offer integrated DNA/RNA and protein/peptide
technologies and none that offer these technologies combined with sophisticated
biophysical analytical techniques, such as calorimetry, spectroscopy, and mass
spectral analysis. Thus, the Company can provide complete research programs to
its customers. "One stop biotechnology shopping" has proved attractive in
securing long-term contracts with customers ranging from major pharmaceutical
industry researchers to major government sponsors of research, such as the
National Institutes of Health

The services offered by the Company are fully detailed in its promotional
brochures, and on its World Wide Web page. The Company has instituted
"fax-on-demand" for customers who seek technology descriptions and pricing
information.

Customers

The Company's customers are private companies, academic institutions and
government agencies throughout the world. Virtually all the Company's customers
are engaged in life sciences research, and use our technologies to provide data
and results, which support their individual research programs. As of December
2000 CBI now boasts over 1900 clients in over 850 institutions worldwide.

CBI's Contract Research Organization ("CRO") Clients

CBI's clients are from private companies, academic institutions and government
agencies across the globe. Virtually all CBI's clients are engaged in life
sciences research. They use CBI's technologies to provide data and results to
support their individual research programs. As of December 2000 nearly 80% of
CBI's clients were private companies. CBI adds about 20 new clients per month.

CBI has made a conscious effort to redefine its client base. Through its
aggressive marketing efforts, CBI has successfully changed its image from a
"menu" driven company (where a client might order one or two analyses) to a
"project oriented" company (where a client contracts with CBI to move a project
from conception to practice). In the evolution of CBI's business and as prices
and technologies changed, it became increasingly clear to the Company that it
would be very difficult to sustain business if CBI had to rely on investigators
who provided individual samples for analysis. It was simply not economically
viable to consider nurturing growth on the basis of orders for individual
analyses or individual orders for a limited DNA sequencing project. The only
answer was large-scale, solution-oriented, one-stop shopping.

Operations

Requests for quotes from potential customers are received via phone, e-mail,
from the Company's World Wide Web page, or by hard copy directed to the
Company's business coordinator or laboratory manager. All inquiries are answered
by direct mail of the Company brochure and price lists, with follow up phone
calls, where appropriate. Price quotes for small projects or scientists who
possess the expertise necessary to respond appropriately generate routine
analytical procedures. Quotes for more complex projects are developed
collaboratively by the Company personnel having the requisite expertise. Most
quotations are sent back to the inquiring scientist within one working day.

                                       5
<PAGE>

Incoming orders are logged onto the Company's project management system,
assigned a work order number, and delivered to the appropriate scientist
designated to oversee and coordinate all aspects of the particular project. The
work to be done is scheduled on the appropriate instruments, and all necessary
reagents or other supplies needed to complete the project are ordered as needed.
Every customer is required to sign a service agreement prior to the Company
initiating any requested work.

As a commercial contracts is completed, progress reports are usually sent to the
customer detailing the results found to date, and the conclusions to be drawn.
If the project is relatively straightforward, such as an amino acid analysis,
spectroscopy, or DNA sequence analysis, the results are faxed or e-mailed to the
customer prior to sending the customer the hard copy of the results. If the
project involves a synthesis of a peptide or oligonucleotide, for example, the
product is sent to the customer by express mail service. A data sheet
accompanies every product, which details the physicochemical properties of the
compound, including the results of all analytical tests performed which support
the claimed purity and composition. The customer is invoiced upon completion of
the work, or at particular points in the work program. The customer pays for the
analytical services provided in accordance with the Company's standard fee
structure and typically retains all rights to any intellectual property
resulting from the analysis.

All data generated at the Company are archived for the customer. Where
appropriate, the data are archived on selected storage media, such as back up
tapes or computer disks. A file is maintained for every customer, and these
files are also archived. The Company employs appropriate security measures to
ensure the confidentiality of customer information.

The Company operates under strict Standard Operating Protocols ("SOPs") which
detail the particular technologies used to complete the work in progress. SOPs
are made available to the customer upon request. In addition, the Company's
technical team follows standard operating procedures, which help to produce
consistent, high quality results.

Proprietary Research and Development

CBI has developed its own intellectual properties that promise to add a
significant revenue stream to the company when they are fully commercialized.

HepArrest(TM) is intended for use in acute surgical situations where the
anticoagulant effects of Heparin must be reversed. When surgery is concluded,
restoration of clotting function is critical to prevent unwanted bleeding and
related post-operative complications. CBI has completed virtually all pre-
clinical laboratory studies necessary to file its own investigational new drug
application ("IND") for HepArrest(TM). With implementation of its Drug
Development platform, CBI is positioned to move HepArrest(TM) through the
regulatory compliance process. Concomitantly, the Company is seeking a licensing
partner who will complete the IND and clinical trial process on its behalf.
United States patents have been issued for HepArrest(TM). National patent
filings for the product are pending in Europe, Canada and Japan, the three
largest potential markets for HepArrest(TM) outside of the United States. Even
if a new product were to be developed shortly, HepArrest(TM) is considerably
further along in the commercialization process. If HepArrest(TM) comes to market
and continues to perform in clinical trials as it has in pre-clinical trials, it
is not unimaginable that HepArrest(TM) could capture a significant market share.

In August 2000 the US patent for AccuTrac(TM) was issued to CBI. AccuTrac(TM)
is a laboratory reagent, which facilitates the process of automated DNA sequence
analysis. CBI is selling AccuTrac(TM) worldwide and under non-exclusive license
through Cosmo Bio Co., Ltd. of Tokyo, Japan. The Company is currently
negotiating additional non-exclusive license agreements while continuing to
market and directly sell the reagent.

                                       6
<PAGE>

The Company takes appropriate steps to protect its intellectual property rights
and those of its customers. The Company's practice is to require its employees
and consultants to execute non-disclosure and proprietary rights agreements upon
commencement of employment or consulting arrangements with the Company. These
agreements acknowledge the Company's exclusive ownership of all intellectual
property developed by the individual during the course of his work with the
Company and require that all proprietary information disclosed to the individual
by the Company or its customers remain confidential.

Marketing

The Company has expanded its customer base primarily through word-of-mouth
referrals and attendance at a limited number of trade shows, seminars and
meetings. Because of its ability to offer a wide range of biotechnology research
services, the Company enjoys a favorable reputation among its customers, and
many new customers come to the Company by word-of-mouth recommendation. The
Company has constructed its own World Wide Web Home Page (www.cbi-biotech.com)
and is listed with several biotechnical and biomedical oriented sites on the
World Wide Web.

Human Resources

The Company currently has 43 full time employees including 8 employees in
administration, marketing, sales, and customer relations, 2 computer network
specialists, 10 employees in research and development, and 23 employees in
laboratory operations; some employees in research and development also
participate in laboratory operations. Eleven of the Company's employees hold
doctorate degrees, and 7 have Master's degrees. None of the Company's employees
are represented by a labor union. The Company has experienced no work stoppages
and believes its relations with its employees to be good.

Competition

The Company faces several types of competition. The Company believes there are
between 12 and 15 companies concentrating on peptide synthesis and about 20
other companies offering DNA related services in the United States. Very few
companies offer both DNA/RNA and protein/peptide analysis. Other competition
comes from divisions of larger research oriented companies or university core
facilities. The principal competitive factors are pricing, expertise, and range
of services offered, and the Company believes that it competes effectively on
all of these factors.

Government Regulation

The Company does not require government regulatory approvals to provide its
current services. Numerous federal, state and local agencies, such as
environmental, working condition and other similar regulators, have jurisdiction
to take action that could have a material adverse effect upon the Company's
ability to do business. The Company believes that it is in general compliance
with existing federal, state and local laws and regulations and does not
anticipate that continuing compliance will have any material effect upon the
capital expenditures, earnings or competitive position of the Company.

The Company anticipates that its pursuit of its growth strategy will subject the
Company to a heightened level of government regulation of its operations. For
example, in pursuing opportunities to provide analytical services to customers
seeking the approval of the United States Food and Drug Administration (the
"FDA") of products, the Company's operations will become subject to compliance
with standards established by the FDA, including inspections by the FDA and
other federal, state and local agencies regarding work performed by the Company
on specific FDA submission projects. If significant violations are discovered
during an inspection, the Company may be restricted from undertaking additional
work on projects until the violations are remedied. The Company has a license
from the Nuclear Regulatory Commission ("NRC") for the operation of its
laboratory facility.

                                       7
<PAGE>

The commercialization of the Company's proprietary technologies would also be
subject to extensive government regulation and approval requirements, including
the need for pre-clinical laboratory and animal tests and human clinical trials.
The Company does not have, and does not anticipate developing, the facilities
and expertise necessary to obtain FDA approval for or to manufacture any
pharmaceutical products that may result from its technologies. Instead, the
Company would license these technologies to third parties having the necessary
facilities and expertise, which would assume responsibility for and control of
regulatory matters.

Item 2.  Description of Property
         -----------------------

Facilities

Construction of the Company's present facility was completed in November, 1998
at an overall cost of about $ 5.1 million financed primarily through the
Virginia Small Business Financing Authority which issued $4,000,000 in tax
exempt industrial revenue bonds for the benefit of the Company. The Company's
facility, located in Richmond, Virginia, encompasses 32,000 square feet of
state-of-the-art laboratory and administrative space. The building is designed
to facilitate movement of samples throughout each laboratory, and where
necessary, to maintain and ensure custody of samples. The building houses
expansion space, which was purposefully left undeveloped to accommodate new
technologies as they come on board.

The Company took possession of its current facility in late November 1998, and
all labs were fully operational in the facility by mid December 1998.

Item 3.  Legal Proceedings
         -----------------

On November 22, 2000, the Company filed a complaint in the United States
District Court for the Eastern District of Virginia, Richmond Division, styled
Commonwealth Biotechnologies, Inc. v. PE Corporation, d/b/a Applied Biosystems
Group (f/k/a PE Biosystems Group), The Gel Company and Genome Therapeutics
Corporation, in which the Company seeks unspecified damages and injunctive
relief for alleged patent infringement, misappropriation of trade secrets and
antitrust violations relating to the Company's patent (U.S. Patent No.
6,110,683) for its AccuTrac DNA lane tracking dye technology.  The defendants in
this matter have filed a counterclaim requesting a dismissal of the Company's
claim and asserting the invalidity of the Company's patent.

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

        On October 27, 2000, the Company held a Special Meeting of Shareholders.
The following were the results of the meeting:

        (1) The shareholders elected L. McCarthy Downs, III as a Class II
director to serve until the Company's Annual Meeting of Shareholders in 2002 or
until his successor is elected and shall have qualified. The votes were as
follows:

                                                         Votes Withheld /
         Votes Cast For      Votes Cast Against          Broker Non-Votes
         --------------      ------------------          ----------------

           1,493,477               --                         60,117


        The following directors have terms of office as directors that continued
after the Special Meeting of Shareholders: Raymond Harold Cypess (Class I
serving until 2001); Thomas R. Reynolds (Class I serving until 2001); Robert B.
Harris, Ph.D. (Class II serving until 2002); Richard J. Freer, Ph.D. (Class III
serving until 2003); and George F. Allen (Class III serving until 2003). Mr.
Allen has since resigned from the Board of Directors to serve as a United States
Senator from the Commonwealth of Virginia.

                                       8
<PAGE>

     (2)  The shareholders approved the Company's 2000 Stock Incentive Plan. The
votes were as follows:
                                                           Votes Withheld /
         Votes Cast For        Votes Cast Against          Broker Non-Votes
         --------------        ------------------          ----------------

            514,597                  105,503                     929,643


     (3)  The shareholders failed to approve of an amendment to the Company's
Articles of Incorporation to authorize a new class of undesignated preferred
stock, without par value per share, consisting of 2,000,000 shares of preferred
stock. The votes were as follows:

                                                           Votes Withheld /
         Votes Cast For        Votes Cast Against          Broker Non-Votes
         --------------        ------------------          ----------------

            534,925                   85,625                     929,643



                                    PART II

Item 5.   Market for Common Equity and Related Stockholder Matters
          --------------------------------------------------------

Market Information

The information set forth on page 9 of the Company's 2000 Annual Report to
Shareholders under the caption "Market for Common Equity" is incorporated herein
by reference.

Item 6.   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------
          Results of Operations
          ---------------------

The information set forth on pages 9 through 18 of the Company's 2000 Annual
Report to Shareholders under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" is incorporated herein by
reference.

Item 7.   Financial Statements
          --------------------

The Company's financial statements and the related notes thereto, together with
the report of McGladrey & Pullen, LLP, set forth on pages 19 through 30 of the
Company's 2000 Annual Report to Shareholders are incorporated herein by
reference.

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          ---------------------------------------------------------------
          Financial Disclosure
          --------------------

None
                                       9
<PAGE>

                                   PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          -------------------------------------------------------------
          Compliance with Section 16(a) of the Exchange Act
          -------------------------------------------------

Directors

The information relating to the directors of the Company set forth in the
Company's definitive proxy statement relating to the Company's Annual Meeting of
Shareholders to be held on May 7,2001 (the "Proxy Statement") under the caption
"Proposal 1: Election of Directors" is incorporated herein by reference.

Executive Officers

The information relating to the executive officers of the Company set forth in
the Proxy Statement under the caption "Executive Compensation - Executive
Officers of the Company" is incorporated herein by reference.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

The information relating to compliance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, is set forth in the Proxy Statement under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance" is
incorporated herein by reference.

Item 10.  Executive Compensation
          ----------------------

The information set forth in the Proxy Statement under the caption "Executive
Compensation" is incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

The information set forth in the Proxy Statement under the caption "Voting
Securities and Principal Holders Thereof" is incorporated herein by reference.

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

The information set forth in the Proxy Statement under the caption "Certain
Relationships and Related Transactions" is incorporated herein by reference.

                                       10
<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.
          --------------------------------

     (a)     Exhibits

      Exhibit
      Number                       Description of Exhibit
      ------                       ----------------------
        3.1      Amended and Restated Articles of Incorporation (1)
        3.2      Amended and Restated Bylaws (1)
        4.1      Form of Common Stock Certificate (1)
        4.2      Form of Underwriter's Warrant, as amended (1)
        4.3      Form of Management Warrant, as amended (1)
       10.1      Placement Agreement by and between the Company and Anderson &
                 Strudwick, Incorporated ("A&S") (1)
       10.2      Warrant Agreement between the Company and A&S (1)
       10.3      Warrant Agreement between the Company and Richard J. Freer,
                 as amended (1)
       10.4      Warrant Agreement between the Company and Thomas R. Reynolds,
                 as amended (1)
       10.5      Warrant Agreement between the Company and Robert B. Harris,
                 as amended (1)
       10.6      Employment Agreement for Richard J. Freer (1)
       10.7      Employment Agreement for Thomas R. Reynolds (1)
       10.8      Employment Agreement for Robert B. Harris (1)
       10.9      Executive Severance Agreement for Richard J. Freer (1)
       10.10     Executive Severance Agreement for Thomas R. Reynolds (1)
       10.11     Executive Severance Agreement for Robert B. Harris (1)
       10.12     1997 Stock Incentive Plan, as amended (1)
       10.13     Loan Agreement between the Company and the Virginia Small
                 Business Financing Authority (2)
       13.1      Annual Report to Shareholders for the Fiscal Year Ended
                 December 31, 2000 incorporated in Form 10-KSB (3)
       23.1      Letter of Consent from McGladrey & Pullen LLP (3)


___________________
     (1)  Incorporated by reference to the Company's Registration Statement on
          Form SB-2, Registration No. 333-31731.

     (2)  Incorporated by reference to the Company's Current Report on Form 8-K,
          dated April 6, 1998, File No. 001-13467.

     (3)  Filed herewith.

                                       11
<PAGE>

                 Executive Compensation Plans and Arrangements

          The following is a list of all executive compensation plans and
arrangements filed as exhibits to this annual report on Form 10-KSB or
incorporated herein by reference:

     1.   Warrant Agreement between the Company and Richard J. Freer, as amended
          (1)
     2.   Warrant Agreement between the Company and Thomas R. Reynolds, as
          amended (1)
     3.   Warrant Agreement between the Company and Robert B. Harris, as amended
          (1)
     4.   Employment Agreement between the Company and Richard J. Freer (1)
     5.   Employment Agreement between the Company and Thomas R. Reynolds (1)
     6.   Employment Agreement between the Company and Robert B. Harris (1)
     7.   Executive Severance Agreement between the Company and Richard J. Freer
          (1)
     8.   Executive Severance Agreement between the Company and Thomas R.
          Reynolds (1)
     9.   Executive Severance Agreement between the Company and Robert B. Harris
          (1)
     10.  1997 Stock Incentive Plan (1)
     11.  2000 Stock Incentive Plan (2)

------------------------
(1)  Previously filed as an exhibit to the Company's Registration Statement on
     Form SB-2, Registration No. 333-31731, and incorporated by reference
     herein.

2)   Previously filed as an exhibit to the Company's Registration Statement on
     Form S-8, Registration No. 333-51074, and incorporated by reference herein.

     (b) Reports on Form 8-K

     The Company did not file any Current Reports on Form 8-K during the fiscal
quarter ended December 31, 2000.

                                       12
<PAGE>

                                  SIGNATURES


     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                      COMMONWEALTH BIOTECHNOLOGIES, INC.

Date: March 30, 2001                    By: /s/ Robert B. Harris, Ph.D.
                                            ---------------------------
                                            Robert B. Harris, Ph.D
                                            President

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
         Name                             Title(s)                              Date
         ----                             --------                              ----
<S>                                 <C>                                     <C>
/s/ Richard J. Freer, Ph.D.         Chairman and Director                   March 30, 2001
---------------------------
    Richard J. Freer, Ph.D.         (Principal Executive Officer)


/s/ Robert B. Harris, Ph.D.         President and Director                  March 30, 2001
---------------------------
    Robert B. Harris, Ph.D.


/s/ Thomas R. Reynolds              Senior Vice President,                  March 30, 2001
-----------------------
    Thomas R. Reynolds,             Secretary and Director


/s/ James H. Brennan                Controller (Principal                   March 30, 2001
---------------------
    James H. Brennan                Financial and Accounting Officer)


/s/ L. McCarthy Downs, III          Director                                March 30, 2001
--------------------------
    L. McCarthy Downs, III


                                    Director                                March 30, 2001
-----------------------------
    Dr. Raymond Harold Cypess


/s/ Samuel P. Sears, Jr.            Director                                March 30, 2001
------------------------
    Samuel P. Sears, Jr.


/s/ Dr. Donald McAfee               Director                                March 30, 2001
---------------------
    Dr. Donald McAfee


/s/ Everette G. Allen, Jr.          Director                                March 30, 2001
--------------------------
    Everette G. Allen Jr.
</TABLE>

                                       13