<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

                                   (Mark One)
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 2000
                                       OR
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT
                For the transition period from ______ to _______

                         Commission file number 0-23145

                                  ZYMETX, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                73-1444040
      (State or other jurisdiction          (I.R.S. Employer Identification No.)
    of incorporation or organization)

         800 Research Parkway, Suite 100                   73104
            Oklahoma City, Oklahoma                      (Zip Code)
    (Address of principal executive offices)

          Issuer's telephone number, including area code: 405-271-1314

          Check whether the issuer (1) filed all reports required to be filed by
         Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
         preceding 12 months (or for such shorter period that the registrant was
         required to file such reports), and (2) has been subject to such filing
         requirements for the past 90 days.

                                  Yes X  No
                                     ---   ---

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

  6,876,773 shares of common stock, $.001 par value, issued and outstanding at
                                February 5, 2001

Transitional Small Business Disclosure Format (check one): Yes      No X
                                                              ---     ---


<PAGE>   2


                                  ZYMETX, INC.
                                   FORM 10-QSB
                                      INDEX

<TABLE>
<CAPTION>
  PART I  -  FINANCIAL INFORMATION                                                                          PAGE
<S>         <C>                                                                                             <C>
  Item 1.   Financial Statements (Unaudited)

            Balance Sheets - June 30, 2000 and December 31, 2000.....................................       2

            Statements of Operations - Three and Six Months Ended December 31, 1999
            and 2000.................................................................................       3

            Statements of Cash Flows - Six Months Ended December 31, 1999
            and 2000.................................................................................       4

            Notes to Financial Statements............................................................       5

  Item 2.   Management's Discussion and Analysis or Plan of Operation ...............................       8


  PART II  - OTHER INFORMATION

  Item 1.   Legal Proceedings........................................................................       18

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

  Item 3.   Defaults Upon Senior Securities..........................................................       18

  Item 4.   Submission of Matters to a Vote of Security Holders......................................       18

  Item 5.   Other Information........................................................................       18

  Item 6.   Exhibits and Reports on Form 8-K.........................................................       18

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


                                       1
<PAGE>   3


                                  ZymeTx, Inc.
                                 Balance Sheets
                 (Information at December 31, 2000 is unaudited)

<TABLE>
<CAPTION>
                                                                                JUNE 30,      DECEMBER 31,
                                                                                  2000            2000
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
  Current assets:
     Cash and cash equivalents                                                $  1,357,509    $    690,495
     Marketable securities, available-for-sale                                   2,458,801       1,477,100
     Accounts receivable, net                                                        8,801         381,556
     Inventory                                                                   1,900,642       2,333,202
     Prepaid expenses and other                                                    155,940         338,413
                                                                              ------------    ------------
  Total current assets                                                           5,881,693       5,220,766

  Inventory not expected to be realized within one year                            628,022         528,634
  Property, equipment and leasehold improvements, net                              584,463         535,404
  Proprietary technology and other intangibles, net                                 57,419          47,518
  Deferred debenture offering costs, net of amortization of $40,523                348,502
                                                                              ------------    ------------
  Total assets                                                                $  7,151,597    $  6,680,824
                                                                              ============    ============

  Liabilities and stockholders' equity
  Current liabilities:
     Accounts payable                                                         $    603,211    $    594,309
     Accrued salaries, wages and benefits                                          314,753         164,919
     Other accrued liabilities                                                     290,940         268,290
     Current portion of long term debt                                              56,880          59,200
                                                                              ------------    ------------
  Total current liabilities                                                      1,265,784       1,086,718

  Long term obligations--
     Senior Secured Convertible Debentures, net (Note 5)                                --       1,824,600
     Note payable to stockholder due after one year                                 94,270          73,721
     Deferred lease rentals                                                        303,300         237,477
     Other                                                                          16,348          15,039

  Stockholders' equity:
  Preferred stock $.001 par value; 12,000,000 shares authorized                        --              --
  Common stock $.001 par value; 30,000,000 shares authorized
     (6,837,175 shares and 6,875,523 issued and outstanding at
     June 30, 2000 and December 31, 2000, respectively)                              6,837           6,876
  Additional paid-in capital                                                    34,141,203      34,891,310
  Deficit accumulated                                                          (28,672,807)    (31,458,258)
  Unrealized holding gains (losses) on marketable securities available
     for sale                                                                       (3,338)          3,341
                                                                              ------------    ------------
  Total stockholders' equity                                                     5,471,895       3,443,269
                                                                              ------------    ------------
  Total liabilities and stockholders' equity                                  $  7,151,597    $  6,680,824
                                                                              ============    ============
</TABLE>

See accompanying notes to financial statements.


                                       2
<PAGE>   4



                                  ZYMETX, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED             SIX MONTHS ENDED
                                                            DECEMBER 31,                   DECEMBER 31,
                                                       1999            2000            1999            2000
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>
Revenues:
   Sales, net                                      $    794,055    $    400,172    $    803,828    $    464,952
   Cost of sales                                        419,195         191,488         421,651         224,872
                                                   ------------    ------------    ------------    ------------
Gross Profit                                            374,860         208,684         382,177         240,080

Operating expenses:
   Research and development, net                        195,136         341,318         525,020         550,421
   Returned technology to OMRF                         (150,000)             --        (150,000)             --
   Product development                                  191,190         261,584         488,033         485,953
   Sales and marketing                                  590,351         555,493         899,091       1,059,437
   General and administrative                           735,698         401,020       1,649,628         957,264
                                                   ------------    ------------    ------------    ------------
Total operating expenses                              1,562,375       1,559,415       3,411,772       3,053,075
                                                   ------------    ------------    ------------    ------------
Loss from operations                                 (1,187,515)     (1,350,731)     (3,029,595)     (2,812,995)

Other income (expense):
   Interest, dividend and other income                   89,018          97,661         211,011         147,078
   Interest expense                                      (3,041)       (110,293)        (18,844)       (119,534)
                                                   ------------    ------------    ------------    ------------
Total other income (expense)                             85,977         (12,632)        192,167          27,544
                                                   ------------    ------------    ------------    ------------
Net loss                                           $ (1,101,538)   $ (1,363,363)   $ (2,837,428)   $ (2,785,451)
                                                   ============    ============    ============    ============

Basic and diluted net loss per common share        $       (.16)   $       (.20)   $       (.42)   $       (.41)
                                                   ============    ============    ============    ============

Weighted average common shares
   outstanding                                        6,702,785       6,869,947       6,699,279       6,855,172
                                                   ============    ============    ============    ============
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>   5


                                  ZYMETX, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         SIX MONTHS ENDED
                                                                                            DECEMBER 31,
                                                                                       1999            2000
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss                                                                           $ (2,837,428)   $ (2,785,451)
Adjustments to reconcile net loss to net cash used by operating
activities:
     Depreciation and amortization                                                       94,617         104,056
     Provision for doubtful accounts and sales returns                                   87,365              --
     Returned technology and patent costs to OMRF                                      (160,110)             --
     Accretion of interest                                                                9,885          90,950
     Compensation related to common stock warrants outstanding                          171,100         167,069
     Deferred lease rentals                                                              69,730         (65,823)
     Changes in operating assets and liabilities:
       Accounts receivable                                                             (460,178)       (372,755)
       Interest receivable on marketable securities                                      72,130          (1,105)
       Prepaid expenses and other                                                       (94,744)       (127,995)
       Inventory                                                                        (54,124)       (333,172)
       Accounts payable                                                                 143,271          (8,902)
       Accrued salaries, benefits and other                                              (4,963)       (149,834)
       Other accrued liabilities                                                         50,301         (22,650)
                                                                                   ------------    ------------
Total adjustments                                                                       (75,720)       (720,161)
                                                                                   ------------    ------------
Net cash used by operating activities                                                (2,913,148)     (3,505,612)

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of marketable securities                                                    (7,634,315)     (1,452,475)
Proceeds from maturities of marketable securities                                    12,040,159       2,441,960
Purchase of property, equipment and leasehold improvements                              (53,403)        (45,096)
                                                                                   ------------    ------------
Net cash provided by investing activities                                             4,352,441         944,389

CASH FLOW FROM FINANCING ACTIVITIES
Payments on notes payable and other                                                     (12,447)        (27,871)
Proceeds from issuance of debentures, net of issuance costs                                  --       1,874,068
Exercise of employee stock options                                                        5,000          29,192
Stock sold through employee stock purchase plan                                          12,113          18,820
                                                                                   ------------    ------------
Net cash provided by financing activities                                                 4,666       1,894,209
                                                                                   ------------    ------------
Net increase (decrease) in cash                                                       1,443,959        (667,014)

Cash and cash equivalents at beginning of period                                         10,565       1,357,509
                                                                                   ------------    ------------
Cash and cash equivalents at end of period                                         $  1,454,524    $    690,495
                                                                                   ============    ============
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>   6


                                  ZYMETX, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                DECEMBER 31, 2000

         NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

         ZymeTx, Inc. (the "Company" or "ZymeTx") is engaged in the discovery,
         development and commercialization of unique products used to diagnose
         and treat viruses. The scientific foundation for our business is based
         upon the role of enzymes in the process of viral infection. Our
         strategy is to:

              o develop products that may be used to diagnose and treat a range
                of viral diseases;

              o earn revenues from marketing ZstatFlu, our first diagnostic
                product;

              o continue our diagnostic research and development program; and

              o sustain a viral therapeutic research and development program.

         The accompanying unaudited financial statements have been prepared in
         accordance with the instructions to Form 10-QSB as prescribed by the
         Securities and Exchange Commission ("SEC"). Such financial statements,
         in the opinion of management, include all adjustments (consisting only
         of normal, recurring items) necessary for their fair presentation in
         conformity with generally accepted accounting principles. These
         financial statements should be read in conjunction with the financial
         statements and notes included in the Company's Annual Report on Form
         10-KSB for the year ended June 30, 2000, for an expanded discussion of
         the Company's financial disclosures and accounting policies. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to the SEC rules and
         regulations. Interim results are not necessarily indicative of results
         for the full year. As long as the U.S. influenza market remains the
         principal market for the Company's products, the Company's revenues may
         be concentrated in the second and third quarters of each fiscal year.

         NOTE 2 - NET LOSS PER SHARE

         For the three and six-month periods ended December 31, 2000 all
         unexercised stock options and warrants granted were antidilutive for
         purposes of calculating diluted net loss per share. At December 31,
         2000, there were warrants outstanding for the purchase of an aggregate
         of approximately 1,200,000 shares of the Company's common stock
         exercisable at prices ranging from $2.00 to $4.00 (an average of $2.98
         per share) (Note 3). The Company has allocated 1,250,000 shares of
         common stock for issuance under the Employees' and Directors' stock
         option plans, 779,269 of which remain unexercised at December 31, 2000
         (exercise prices ranging from $1.00 - $6.00 per share). On November 17,
         1999, the Board of Directors approved the ZymeTx, Inc. consultants
         stock option plan, and a total of 100,000 options are reserved for
         issuance under the plan. At the January 8, 2001 reconvened shareholder
         meeting the plan was approved. Fifty-five thousand of these options
         were outstanding at December 31, 2000 (Note 3).


                                       5
<PAGE>   7


         For additional disclosures regarding the stock option plans, see Note 6
         to the June 30, 2000 financial statements filed on Form 10-KSB.

         NOTE 3 - STOCK OPTIONS, WARRANTS AND AWARDS

         During the six month period ended December 31, 2000, the Company
         issued an additional 136,000 warrants and 25,000 Consultant Stock
         options (collectively with prior awards, the "Service Awards") to third
         parties in exchange for certain marketing and administrative services.
         The Company expensed approximately $167,000 and increased additional
         paid in capital by $225,000 related to the fair value of Service
         Awards for services received by the Company during the six months
         ended December 31, 2000 and has deferred approximately $193,730 of the
         fair value of the Service Awards at December 31, 2000. The deferred
         value of the Service Awards will be amortized to marketing expenses
         over the term that services are received by the Company. Under the
         terms of the grants, the Service Awards generally have a contractual
         life of 3 to 10 years and have various vesting schedules.

         In addition, during the first quarter of fiscal 2001 the Company
         repriced 230,000 warrants issued to underwriters in conjunction with
         the Company's 1997 initial public offering. These warrants were
         initially issued with a five-year term and an exercise price of
         $12.40. Under the new terms the warrants have an exercise price of
         $3.43 with an additional call feature that allows the Company to force
         exercise of the warrants should the share price exceed $5.50 for five
         consecutive trading days. The Company expensed approximately $99,000
         representing the fair value of the warrants, as adjusted, for the six
         months ended December 31, 2000.

         NOTE 4 - COMPREHENSIVE INCOME (LOSS)

         The Company presents comprehensive income in accordance with Financial
         Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
         130"). The provisions of SFAS 130 require the Company to classify items
         of other comprehensive income in the financial statements and display
         the accumulated balance of other comprehensive income separately from
         retained earnings and additional paid-in capital in the equity section
         of the balance sheet. Other comprehensive loss for the three-month and
         six-month periods ended December 31, 1999 and 2000, are detailed below.

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                      DECEMBER 31,                  DECEMBER 31,
                                1999            2000            1999            2000
                            ------------    ------------    ------------    ------------
<S>                         <C>             <C>             <C>             <C>
Net loss                    $ (1,101,538)   $ (1,363,363)   $ (2,837,428)   $ (2,785,451)
Unrealized gains
  (losses) on
  investments
  available for sale             (11,329)          2,333          (9,287)          6,679
                            ------------    ------------    ------------    ------------
Comprehensive loss          $ (1,112,867)   $ (1,361,030)   $ (2,846,715)   $ (2,778,772)
                            ============    ============    ============    ============
</TABLE>


                                        6
<PAGE>   8



NOTE 5 - SENIOR SECURED CONVERTIBLE DEBENTURES

         On October 13, 2000, the Company closed the sale of $2.0 million of 5%
         Senior Secured Convertible Debentures (the "Debentures") to two private
         investors (the "Investors"), resulting in net proceeds to the Company
         of approximately $1.9 million. The Debentures bear interest at 5%,
         which is payable May 1 and November 1 of each year, at the option of
         the Company, in cash or common stock or by adding the interest to the
         outstanding principal due under the Debenture, and mature in October
         2002. The Debentures are convertible to common stock at the option of
         each Investor based on a conversion price based on the weighted average
         price of the Company's common stock for 10 days prior to certain
         periodic anniversaries of the issuance of the Debentures, and are
         secured by a first priority interest in substantially all of the
         Company's assets. The Debentures prohibit the Company from declaring
         and paying dividends on its common stock so long as these Debentures
         remain outstanding and limit the Company's ability to incur new
         indebtedness senior to the Debentures to $1 million. The initial
         conversion price at the date of closing was $3.12 per share. The
         Company has reserved for future issuance 200% of the shares and
         warrants to be issued upon conversion and exercise of the Debentures
         and associated warrants by the Investors and has registered the
         Debentures and warrants. The Debentures are convertible into the
         Company's common stock at the option of the Company if the closing bid
         price of the Company's common stock equals 150% of the Initial
         Conversion Price ($4.69 per share) for 15 consecutive days. The Company
         has the option, assuming no event of default has occurred, to redeem
         the Debentures if the conversion price at any subsequent periodic
         anniversary date is lower than the initial conversion price, at their
         liquidation value plus 12%. The Debentures include certain
         anti-dilution and put features. The features provide for keep-whole
         provisions in the event that the Company sells equity at less than
         market prices and put options at the discretion of the Investor, which
         allow the Investor to demand repayment of the Debentures at their
         carrying value plus 20%. These put options become available to the
         Investor upon the occurrence of certain events, including if the
         Investors do not have the ability to "freely trade" the underlying
         common stock, or if a change of control occurs. Further, if an event of
         default (which includes, among other things, the nonpayment of interest
         when due, failure to perform under related agreements and/or other
         agreement in an amount exceeding $25,000, and becoming insolvent)
         occurs and is continuing, the Investors may declare the Debentures
         immediately due and payable.

         In conjunction with the issuance of the Debentures to the Investors,
         the Company issued warrants to the Investors for the purchase of
         180,000 shares of common stock at an exercise price of $3.17 per share,
         exercisable for a period of five years following closing. The estimated
         fair value of these warrants of $374,400 has been recognized as debt
         discount in the accompanying December 31, 2000 balance sheet. Further,
         if the Investors convert the Debentures into the Company's common stock
         when the closing bid price of the common stock is greater than $4.00
         per share, then for every 10 shares received upon conversion, the
         Investors will receive one warrant to purchase one share of the
         Company's common stock at $4.00 per share, exercisable for a period of
         five years following conversion.


                                       7
<PAGE>   9


         The Company issued to a principal of Granite Financial Group, Inc.
         Debentures in an aggregate principal amount of $112,000 and 54,244
         warrants (44,164 with an exercise price of $3.43 and 10,080 with an
         exercise price of $3.17) as compensation for its services as our
         placement agent in connection with the offering. The Company also
         issued to an affiliate of Rand P. Mulford, one of the Company's
         directors, in his capacity as a representative of Granite, $48,000 in
         Debentures and 4,320 warrants. All of the warrants issued to Mr.
         Mulford have an initial exercise price of $3.17 per share, and all of
         the Debentures, including Granite's, have an initial conversion price
         of $3.12 per share. The estimated fair value of the warrants and
         debentures of $263,000 issued to these parties in connection with the
         placement of the debentures has been recognized in the accompanying
         balance sheet as Deferred Debenture offering cost and will be amortized
         to interest expense over the estimated 24-month maturity period of the
         Debentures.

         The agreement also allows the Investors, for 270 days following the
         closing, to purchase up to an aggregate $1.0 million worth of
         additional Debentures at the initial purchase price, with warrants for
         an additional 90,000 shares of the Company's common stock. The Company
         has the option to sell an additional $1.0 million of Debentures, at the
         same terms, to other investors who are approved by the original
         investors.

         NOTE 6 - LIQUIDITY AND MANAGEMENT'S PLAN

         The Company believes it has adequate cash and marketable securities
         available for sale, which along with the planned level of net sales
         contribution for fiscal 2001, are expected to fund the planned
         operations at least through June 30, 2001. The Company believes that
         the introduction of influenza therapeutics by other pharmaceutical
         companies in fiscal 2000 has enhanced and will continue to enhance
         sales of ZstatFlu for the fiscal 2001 influenza season. The Company
         expects fiscal 2001 diagnostic sales to increase significantly given
         the expected growth of influenza therapeutics and the companion need
         for an accurate and rapid diagnostic. However, as of January 31, 2001,
         the incidence of influenza in the U.S. for the 2001-2001 season has
         been lower than that of prior years, suggesting that influenza will
         either peak late for the season or be mild in terms of impact relative
         to typical seasons. If the incidence of influenza does not reach the
         levels of normal years, then it is likely that our revenues for fiscal
         2001 will not meet planned levels. In that case, the Company will
         likely require additional working capital to sustain operations beyond
         June 30, 2001. The Company cannot assure that any such additional
         working capital will be available to us upon acceptable terms, or at
         all.

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

         From time to time, we may publish forward-looking statements relating
         to certain matters, including anticipated financial performance,
         business prospects, and the progress and goals for our research and
         development program, marketing strategies and other similar matters.
         The Private Securities Litigation Reform Act of 1995 provides a safe
         harbor for forward-looking statements. To comply with the terms of that
         safe harbor, a variety of factors could cause our actual results and
         experience to differ materially from the anticipated results or other
         expectations expressed in our forward-looking statements. In addition,
         we disclaim any intent or obligation to update those forward-looking
         statements.

         When used in this discussion, the words "believes," "anticipated" and
         similar expressions are intended to identify forward-looking
         statements. Such statements are subject to certain risks and
         uncertainties that could cause actual results to differ materially from
         those projected. Readers are cautioned not to place undue reliance on
         these forward-looking statements that speak only as of the date hereof.
         We undertake no obligation to publicly release the result of any
         revisions to these forward-looking statements that may be made to
         reflect events or circumstances after the date hereof or to reflect the
         occurrence of unanticipated events.

         OVERVIEW

         ZymeTx, Inc. is engaged in the discovery, development and
         commercialization of unique products used to diagnose and treat
         viruses. The scientific foundation for our business is based upon the
         role of enzymes in the process of viral infection. Our strategy is to:


                                       8
<PAGE>   10


         o develop products that may be used to diagnose and treat a range of
           viral diseases;

         o earn revenues from marketing ZstatFlu, our first diagnostic product;

         o continue our diagnostic research and development program; and

         o sustain a viral therapeutic research and development program.

         ViraZyme(R), our core technology, exploits the subtle structural
         differences and characteristics of enzymes to create products to
         diagnose and treat viruses. Our diagnostic technology is a platform for
         proprietary two-part compounds that will split when the compound
         contacts a specific enzyme which is the viral target site. As a result
         of this split, one part of the compound reveals itself in formats
         easily detected by the naked eye, permitting the user to determine
         whether the virus is present. For therapeutic products, the technology
         platform uses modified versions of the diagnostic compounds that bind
         to specific viral enzymes to interrupt the replication cycle.

         The initial viral targets of our diagnostic products are respiratory
         infections including influenza A and influenza B, respiratory syncytial
         virus, parainfluenza and adenovirus. There are three genera of
         influenza virus, A, B, and C; A and B are most common to humans, while
         C rarely causes significant infection. Respiratory syncital virus
         infects humans, usually children, which is an important cause of acute
         respiratory disease. Adenovirus can cause respiratory disease,
         keratoconjunctivitis, diarrhea, cystitis and other diseases.

         ZymeTx was incorporated under the laws of the State of Delaware in
         1994. ViraZyme(R), ViraSTAT(R) and ZstatFlu(TM) are trademarks owned or
         licensed by ZymeTx.

         CURRENT EVENTS

         In October, we announced the sale of 2.0 million 5% Senior Secured
         Convertible Debentures to two private investors.

         In November, we announced financial results for the first quarter ended
         September 30, 2000.

         Also in November, the National Flu Surveillance Network(TM) (NFSN)
         announced it was entering the 2000/2001 influenza season with 6,151
         participating physicians at 1,038 sites across the United States.

         In December, we reported that ZstatFlu(R)was granted waived status by
         the U.S. Food and Drug Administration (FDA).

         Also in December, we reported that investors had been updated regarding
         recent company developments during the annual meeting of shareholders.

         PLAN OF OPERATIONS

         Our plan of operations for the current year is to market ZstatFlu to
         the point of care, acute care and hospital markets. We will focus our
         product development spending toward further improvement to our
         technology platform.


                                       9
<PAGE>   11


         We believe we have adequate cash and marketable securities available
         for sale, which along with the planned level of net sales contribution
         for fiscal 2001, are expected to fund the planned operations at least
         through June 30, 2001. We believe that the introduction of influenza
         therapeutics by other pharmaceutical companies in fiscal 2000 has
         enhanced and will continue to enhance our sales of ZstatFlu for the
         fiscal 2001 influenza season. We expect fiscal 2001 diagnostic sales to
         increase significantly given the expected growth of influenza
         therapeutics and the companion need for an accurate and rapid
         diagnostic. However, as of January 31, 2001, the incidence of influenza
         in the U.S. for the 2001-2001 season has been lower than that of prior
         years, suggesting that influenza will either peak late for the season
         or be mild in terms of impact relative to typical seasons. If the
         incidence of influenza will not reach the levels of normal years, then
         it is likely that our revenues for fiscal 2001 will not meet planned
         levels. In that case, we will likely require additional working capital
         to sustain operations beyond June 30, 2001. We cannot assure that any
         such additional working capital will be available to us upon acceptable
         terms, or at all.

         RESULTS OF OPERATIONS

         NET LOSS

         For the three and six months ended December 31, 2000, we recognized a
         net loss of $1.4 million and $2.8 million, respectively. Net loss
         applicable to common stock for the three and six months ended December
         31, 2000, was $.20 and $.41 per basic and diluted share, respectively.
         Sales of ZstatFlu have increased in the second quarter, as in prior
         years, coinciding with the onset of the influenza season; however,
         sales increases in fiscal 2001 have been less dramatic due to the late
         onset of the influenza season. Net loss is slightly less (3%) than the
         prior year's net loss.

         PRODUCT SALES

         For the three and six months ended December 31, 2000, we recognized
         approximately 50% and 40%, respectively, less revenues as compared to
         the prior three and six months ended December 31, 1999. This decrease
         is attributed to the late onset of the influenza season. It is
         projected that sales will increase when influenza becomes more
         prevalent though out the United States. However, as discussed in "Plan
         of Operations", it may be that the prevalence of influenza will not
         reach that of normal levels, which would severely impact our revenues
         for fiscal 2001.

         RESEARCH AND DEVELOPMENT

         Research and development spending for the three and six months ended
         December 31, 2000, totaled $.3 and $.6 million, respectively. This
         represents an increase of 75% and 5%, respectively, from the comparable
         three and six months ended December 31, 1999. This increase is due
         primarily to a decreased reimbursement of research expenditures from
         the Oklahoma Center for the Advancement of Science and Technology of
         $90,000 in fiscal 2000 versus $59,000 in fiscal 2001.



                                       10
<PAGE>   12




         PRODUCT DEVELOPMENT

         Product development costs expended in the manufacturing and production
         of our diagnostic product totaled $.3 million and $.5 million,
         respectively, for the three and six months ended December 31, 2000.
         Costs increased 37% and decreased 1%, respectively, compared to the
         three and six months ended December 31, 1999. The increase in the
         three-month period is due primarily to increased contract labor
         expense.

         SALES AND MARKETING

         Sales and marketing expenses totaled $.6 million and $1.1 million,
         respectively, for the three and six months ended December 31, 2000.
         Costs decreased 6% and increased 18%, respectively, compared to the
         prior three and six months ended December 31, 1999. This change is due
         to timing and increased sales and marketing efforts during the current
         year.

         GENERAL AND ADMINISTRATIVE

         General and administrative costs totaled $.4 million and $1.0 million,
         respectively, for the three and six months ended December 31, 2000.
         This represents a 45% and 42% decrease, respectively, from the
         comparable three and six months ended December 31, 1999. The decrease
         was principally due to the following items which were booked in the
         first two quarters of fiscal year 2000: (i) severance and other
         compensation expense totaling $.2 million related to an executive
         services agreement for our former chief executive officer; (ii) a rent
         buyout of $.1 million; and (iii) $.2 million associated with stock
         awards granted to the Company's new Chief Executive Office.

         OTHER INCOME (EXPENSE)

         Interest, dividend and other income totaled $98,000 and $147,000 for
         the three and six months ended December 31, 2000. This represents a
         increase of 10% and decrease of 30%, respectively, compared to the
         three and six months ended December 31, 1999. The three and six months
         ended December 31, 2000 included the recognition in income of a $50,000
         deposit upon forfeiture by a Japanese distributor who will receive
         ZstatFlu product approval in Japan after the contractual period had
         lapsed. The remaining decrease resulted from reduced levels of
         marketable securities available for investment as cash is consumed by
         operations.

         LIQUIDITY AND CAPITAL RESOURCES

         We have relied principally on equity financing to fund our operations
         and capital expenditures. Working capital at December 31, 2000, was
         $4.1 million, as compared to $4.6 million at June 30, 2000. The
         decrease in working capital is principally due to cash losses from
         operating activities. As of December 31, 2000 cash and available
         marketable securities was $2.2 million. To supplement available
         operating capital, on October 13, 2000, we issued senior secured
         convertible debentures resulting in net proceeds of $1.9 million. The
         sale of these debentures is discussed in Note 5 of Notes to Financial
         Statements.


                                       11
<PAGE>   13


         In establishing our operating plans for fiscal 2001 including the
         amount of inventory of ZstatFlu products to produce for the 2000-2001
         influenza season, we have assumed that the availability of influenza
         therapeutics will significantly improve the market opportunity for
         influenza diagnostic products such as ZstatFlu. We estimate that we
         will expend approximately $1.1 million to produce 500,000 units of
         ZstatFlu for sale in fiscal 2001. This level of production represents
         approximately 400,000 more units than we sold in fiscal 2000.

         Assuming a unit sales price of $13.70, revenues from 500,000 unit sales
         would approximate $6.9 million and, if we are otherwise meeting
         budgeted expenditures for fiscal 2001, we will utilize cash in our
         operating and investing activities of $.8 million in fiscal 2001.
         Assuming this level of unit sales, expenditures approximating those
         budgeted and $1.9 million of net proceeds raised from the sale of the
         senior secured convertible debentures in October 2000, working capital
         should be sufficient to continue operations at least into fiscal 2002.

         Unit sales at a level less than 500,000 will cause us to use more of
         our existing working capital to finance operations. Based upon the same
         unit sales price and compliance with budgeted expenditures, if we sell
         200,000 units, revenue from diagnostic sales would approximate $2.7
         million. Assuming this level of unit sales, expenditures approximating
         those budgeted and $1.9 million of net proceeds from the sale of the
         senior secured convertible debentures, our cash and marketable
         securities position at June 30, 2001, is expected to be less than $1.0
         million. This would require us to secure additional working capital to
         fund operations in fiscal 2002. If sales are substantially less than
         200,000 units, we may not have sufficient working capital to sustain
         operations for the fourth quarter of fiscal 2001 without securing
         additional working capital beyond that presently available. We cannot
         be sure that we will be able to secure such additional working capital.

         The market for influenza therapeutics did not exist before the
         1999-2000 influenza season. Accordingly, it is difficult to project the
         usage of diagnostics, or therapeutics for the 2000-2001 influenza
         season. We believe that there are a number of factors which indicate
         that we have an opportunity to sell up to 500,000 units of ZstatFlu in
         fiscal 2001 including the following:

                   o  We estimate that approximately .8 million prescriptions of
                      therapeutics were dispensed during fiscal 2000 in the U.S.
                      while .8 million tests of influenza diagnostics, such as
                      ZstatFlu, were sold.

                   o  Market studies for the influenza therapeutics indicate
                      that influenza therapeutic sales could reach 20 million
                      prescriptions by the year 2004.

                   o  A recent warning by the Food and Drug Administration was
                      issued to all health care professionals regarding the
                      danger of prescribing a therapeutic based simply on
                      clinical interpretation without a definitive influenza
                      diagnosis.



                                       12
<PAGE>   14



         Based on these and other factors, we estimate that the market for
         influenza therapeutics for the 2000-2001 influenza season will range
         from 2.5 million to 4.0 million prescriptions, representing an increase
         ranging from 300% to 500% of 1999-2000 sales. We have assumed that the
         sales increases of ZstatFlu would parallel that of influenza
         therapeutics, resulting in sales of 250,000 to 500,000 units in fiscal
         2001, which also reflects an increase in our market share in the
         2000-2001 influenza season from the 1999-2000 influenza season. We have
         also assumed an increase in market share will result from retargeting
         our marketing efforts more towards hospitals where we believe the
         majority of the diagnostic units were consumed in the 1999-2000
         influenza season.

         There are a number of reasons why the factors we considered in making
         assumptions about sales in fiscal 2001 may not reflect what will
         actually occur. Even though the market potential for influenza
         therapeutics may be substantial over a long term, the increase in sales
         of influenza therapeutics for the 2000-2001 influenza season may be
         less than we anticipate. In addition, our market share may not increase
         despite an increase in the market for influenza diagnostics.

         Recent data for the 2000-2001 influenza season suggest that the peak
         prevalence of influenza had not occurred as of January 31, 2000, when
         compared to normal years. It may be, however, that the 2000-2001 season
         is in fact a mild influenza season, which would have a serious negative
         effect in reaching sales levels that would provide working capital for
         us through June 30, 2001.

         If additional working capital is required, we cannot assure that
         financing will be available on terms satisfactory to us, or that such
         financing will be available at all. If we have significant losses and
         are unsuccessful in securing financing to provide us with operating
         capital, then we will be required to consider other options, including
         the sale or dissolution of the company, or a sale of significant
         portion of its assets.

         SALE OF DEBENTURES

         On October 13, 2000, we closed the sale of $2.0 million of 5% senior
         secured convertible debentures to two private investors, resulting in
         net proceeds of approximately $1.9 million. For further discussion, see
         note 5 of the attached financial statements.

         OMRF PROMISSORY NOTE

         We have a promissory note outstanding relating to a license of
         intellectual property from OMRF which has an outstanding balance at
         December 31, 2000 of $.2 million. The terms of the note, as amended,
         require quarterly principal and interest payments of $16,753 and
         continuing thereafter until the note is repaid in full.

         FACTORS AFFECTING OPERATIONS

             The following is a discussion of factors that we believe could have
         an impact on future operations and financial performance:



                                       13
<PAGE>   15


             HISTORY OF OPERATING LOSSES AND WORKING CAPITAL NEEDS. For fiscal
         1999 and fiscal 2000, we incurred net losses of $8.6 million and $6.8
         million respectively. For the six months ended December 31, 2000, we
         incurred a net loss of $2.8 million. As of December 31, 2000, our
         working capital was $4.1 million. Although we believe our plan for
         fiscal 2001 will provide for continued operation for at least the next
         6 months, it is possible that our existing working capital may not meet
         our needs beyond June 30, 2001. To support our working capital position
         at June 30, 2000, in October 2000 we closed the sale of $2.0 million of
         debentures.

             Although we believe that our working capital is adequate to sustain
         our operations for fiscal 2001, the late peaking 2000-2001 influenza
         season may indicate that the season will, in fact, be mild in the rate
         of incidence of influenza. In that case, our revenues will be severely
         impacted, and would require us to seek additional working capital. If
         we do incur losses comparable to prior fiscal years, we will require
         significant amounts of equity financing to sustain operations through
         fiscal 2002. We cannot assure that financing will be available on terms
         satisfactory to us, or that such financing will be available at all.
         Additionally, our ability to conduct research and development beyond
         that planned for fiscal 2001 will be dependent on our ability to
         generate cash flow from operations adequate to finance these
         activities. The lack of adequate capital resources to conduct research
         and development could limit our ability to introduce new products or
         make improvements in our existing product line. Also, if our net
         tangible assets are less than $2,000,000 our stock will not be eligible
         for listing on the NASDAQ National Market or Small Cap Market.

             If additional working capital is required, we cannot assure that
         financing will be available on terms satisfactory to us, or that such
         financing will be available at all. If we have significant losses and
         are unsuccessful in securing financing to provide us with operating
         capital, then we will be required to consider other options, including
         sale of the company, sale of significant assets of the company or
         dissolution of the company.

             TECHNOLOGY AND COMPETITION. The viral diagnostic and therapeutic
         field is rapidly evolving, and the pace of technological advancement is
         expected to continue. Rapid technological development may result in our
         products becoming obsolete before we recoup a significant portion of
         related research, development and commercialization expenses. Quidel
         and Biostar each introduced influenza diagnostic products during 1999
         that compete directly with ZstatFlu. Becton-Dickinson has introduced an
         influenza A and B diagnostic in late 2000.

             NO ASSURANCE OF MARKET ACCEPTANCE. During the 1998-1999 influenza
         season we had limited success in realizing sales of ZstatFlu, due
         principally to the lack of therapeutic products to treat influenza.
         With the introduction of therapeutics during the 1999-2000 influenza
         season we saw significantly increased sales of ZstatFlu. There can be
         no assurance that sales of ZstatFlu will increase during the 2000/2001
         influenza season. The degree of market acceptance of ZstatFlu will
         depend upon a number of factors, including the availability of
         third-party reimbursement on an economically advantageous basis to care
         providers, the establishment of cost-effectiveness of ZstatFlu and its
         advantages over existing technologies and products.


                                       14

<PAGE>   16



             NO ASSURANCE OF SUCCESSFUL OR TIMELY DEVELOPMENT OF OUR THERAPEUTIC
         OR OTHER DIAGNOSTIC PRODUCTS. Our business strategy involves the
         discovery and development of products in addition to our currently FDA
         cleared diagnostic products, particularly therapeutic products. These
         products are in early stages of research and development and further
         research, development and extensive testing will be required to
         determine their technical feasibility and commercial viability. Until
         the development process for these products is complete, we cannot
         assure that such products will perform in the manner we anticipate, be
         commercially viable or even if commercially viable, that such products
         will receive FDA clearance.

             We may experience delays in the commercial introduction of these
         products, and such delays could be significant. The proposed
         development schedules for our other diagnostic and therapeutic products
         may be affected by a variety of factors, many of which will not be
         within our control, including technological difficulties, proprietary
         technology of others, possible changes in government regulation and the
         availability of funding sources. Any delay in the development,
         introduction and marketing of our products could result either in such
         products being marketed at a time when their cost and performance
         characteristics would not be competitive in the marketplace or in the
         shortening of their commercial lives.

             For fiscal 2001, we will be concentrating our efforts on developing
         new diagnostic products and completing developments of improvements to
         ZstatFlu. We plan to devote greater efforts to the development of our
         therapeutic and other diagnostic products in fiscal 2002 and beyond if
         capital resources are available to justify expenditures for those
         products. Due to our present working capital constraints, we plan to
         reduce research and development expenditures during fiscal 2001 which
         may further delay or eliminate the development and acceptance of our
         therapeutic or other diagnostic products.

             RELIANCE ON THIRD-PARTY MANUFACTURERS. We have limited experience
         in product manufacturing and currently have no facility capable of
         manufacturing products on the scale necessary for adequate market
         penetration. Because we do not currently have a large scale
         manufacturing facility, we have engaged third-party manufacturers to
         produce finished units of ZstatFlu. Delays by third-party manufacturers
         in delivering finished products in time could have a material adverse
         effect on us.

             LIMITATIONS ON PROTECTION OF INTELLECTUAL PROPERTY. Our success
         will depend, in part, on our ability to:

         o  obtain patents and license patent rights,

         o  to maintain trade secret protection, and

         o  to operate without infringing on the rights of other patent holders.



                                       15


<PAGE>   17



         The patent position of biotechnology firms for such types of patents
         generally is highly uncertain and involves complex legal and factual
         issues. Our competitors may have filed applications for or have been
         issued patents and may obtain additional patents and other proprietary
         rights relating to virus substrates, chromogens, inhibitors or
         processes competitive with our patents. The ultimate scope and validity
         of such patents are presently unknown. If the courts uphold existing or
         future patents obtained by competitors as valid, we may be required to
         obtain licenses from such competitors. The extent to which these
         licenses will be available to us and their cost cannot currently be
         determined.

             GOVERNMENT REGULATION. Regulation by Federal, state, local and
         foreign governmental authorities of our research and development
         activities, as well as the use and sale of our products when they are
         commercially viable, is currently, and is expected to remain,
         significant. The introduction of our products is governed by strict FDA
         rules and regulations. Our diagnostic products are governed by FDA
         510(k) application requiring a clinical trial that compares our
         products to a standard or to a prior cleared methodology. The testing,
         manufacturing, labeling, distribution, marketing and advertising of
         therapeutic products are subject to extensive regulation by
         governmental regulatory authorities in the United States and other
         countries. The FDA and comparable agencies in foreign countries impose
         substantial requirements on the introduction of new pharmaceutical
         products through lengthy and detailed clinical testing procedures and
         other costly and time-consuming compliance procedures.

             Our therapeutic compounds will require substantial clinical trials
         and FDA review as new drugs and such products are in the discovery
         stage of development, requiring significant further research,
         development, clinical testing and regulatory clearances. Due to the
         extended testing and regulatory review process required for therapeutic
         products before marketing clearance can be obtained, we do not expect
         to be able to commercialize any therapeutic drug for at least several
         years, either directly or through any potential corporate partners or
         licensees. A delay in obtaining or failure to obtain such approvals
         could have a material adverse effect on our business and results of
         operations. We and our third-party manufacturers are subject to quality
         regulations promulgated by the FDA. The FDA will also inspect our
         manufacturing facilities and the facilities of our third-party
         manufacturers on a routine basis for regulatory compliance with quality
         regulations. Although our employees have experience with quality
         protocols, there can be no assurance that we or our third-party
         manufacturers can satisfy these requirements. We would not be allowed
         to manufacture our approved or cleared products in the event such
         quality protocols could not be met.

             MANAGEMENT OF GROWTH AND INCREASING PRODUCTION REQUIREMENTS. Our
         success will depend on our ability to expand and manage our operations
         and facilities. There can be no assurance that we will be able to
         manage our growth, meet the staffing requirements of manufacturing
         scale-up or for current or additional collaborative relationships or
         successfully assimilate and train our new employees. In addition, to
         manage our growth effectively, we will be required to expand our
         management base and enhance our operating and financial systems. If we
         continue to grow, there can be no assurance that the management skills
         and systems currently in place will be adequate or that we will be able
         to manage any additional growth effectively. Failure to achieve any of
         these goals could have a material adverse effect on our business,
         financial condition or results of operations.


                                       16


<PAGE>   18



             PRODUCT LIABILITY AND INSURANCE. The testing, marketing and sale of
         therapeutic products and, to a lesser degree, diagnostic products,
         entail an inherent risk of adverse effects and/or medical complications
         to patients and, as a result, product liability claims may be asserted
         against us. A product liability claim or product recall could have a
         material adverse effect on our financial condition. We have product
         liability insurance in the aggregate amount of $11.0 million for
         products that we market. There can be no assurance that liability will
         not exceed the insured amount. In the event of a successful suit
         against us, insufficient insurance or lack of insurance would have a
         material adverse effect on us.

             UNCERTAINTIES RELATING TO CLINICAL TRIALS. We must demonstrate
         through preclinical studies and clinical trials that our proposed
         therapeutic products are safe and effective for use in each target
         indication before we can obtain regulatory approvals for the commercial
         sale of those products. These studies and trials may be very costly and
         time-consuming. The rate of completion of clinical trials for either
         diagnostic or therapeutic products is dependent upon, among other
         factors, the rate of enrollment of patients. Failure to enroll an
         adequate number of clinical patients during the appropriate season
         could cause significant delays and increased costs. The cost to conduct
         human clinical trials for any potential product can vary dramatically
         based on a number of factors, including whether the product is a
         diagnostic or a therapeutic product, the order and timing of clinical
         indications pursued and the extent of development and financial
         support, if any, from corporate partners.


                                       17


<PAGE>   19
         PART II. OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS:  NONE

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS:

             Our initial public offering became effective on October 29, 1997
         pursuant to a Registration Statement on Form SB-2 (File No. 333-33563).
         The net proceeds of our initial public offering were approximately
         $18,337,000. From the effective date of our registration statement to
         September 30, 2000, we have paid the net proceeds to others for the
         purposes indicated below:

<TABLE>
<S>                                                   <C>
                   Temporary investments              $  1,477,000
                   Inventory                             2,928,000
                   Other expenses                        1,085,000
                   Operating expenses                 $ 12,847,000
</TABLE>

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES:  NONE

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

(a)      The Company's annual meeting of shareholders was held in Oklahoma City,
         Oklahoma at 10:00 a.m. local time, on Wednesday December 13, 2000.

(b)      Proxies for the meeting were solicited pursuant to Regulation 14 under
         the Securities Exchange Act of 1934, as amended. There was no
         solicitation in opposition to the nominees for election as directors as
         listed in the proxy statement and all nominees were elected.

(c)      Out of a total of 6,845,394 of the Company's common stock outstanding
         and entitled to vote, 5,835,506 were present at the meeting in person
         or by proxy, representing approximately 85% percent of the total
         outstanding.

(d)      Three directors were elected to serve on the Company's board of
         directors until the 2003 annual meeting of shareholders. The vote
         tabulation with respect to each nominee was as follows:

<TABLE>
<CAPTION>
                                                      Authority
                  Nominee           For               Withheld
         ----------------           ---------         --------
<S>                                 <C>              <C>
         Norman R. Proulx           5,632,633        1,212,761
         William I. Bergman         5,629,033        1,216,361
         David E. Rainbolt          5,631,748        1,213,646
</TABLE>

(e)      Ernst & Young LLP was elected to serve as our external audit firm. The
         tabulation was as follows:

<TABLE>
<CAPTION>
                                                     Authority
                                    For              Withheld
                                    ---------        ---------
<S>                                 <C>              <C>
         Ernst & Young LLP          5,812,684        1,032,710
</TABLE>


         ITEM 5. OTHER INFORMATION:  NONE

         ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K:

         a.      Exhibits:

         99.6     5% Senior Convertible Debenture dated November 1, 2000 issued
                  by Zymetx to Paula M. Mulford and Associates filed
                  electronically herewith.

         99.7     5% Senior Convertible Debenture date November 1, 2000 issued
                  by Zymetx to Dan Schreiber filed electronically herewith.

         99.8     Common Stock Purchase Warrant dated October 12, 2000 issued by
                  Zymetx to Paula M. Mulford and Associates filed electronically
                  herewith.

         99.9     Common Stock Purchase Warrant dated October 12, 2000 issued by
                  Zymetx to Dan Scheiber filed electronically herewith.

         99.10    Common Stock Purchase Warrant dated October 12, 2000 issued by
                  Zymetx to Dan Scheiber filed electronically herewith.

         b.      Reports on Form 8-K: None


                                       18

<PAGE>   20



                                   SIGNATURES

         Pursuant to the requirements of the Exchange Act the registrant caused
         this report to be signed on its behalf by the undersigned thereunto
         duly authorized.

                                   ZYMETX, INC., a Delaware Corporation
                                   ------------------------------------
                                   (Registrant)

                                   /s/ G. Carl Gibson
                                   ------------------------------------
                                   G. Carl Gibson Principal Financial and
                                   Accounting Officer


Date: February 14, 2001



                                       19
<PAGE>   21


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
        EXHIBIT
        NUMBER                            DESCRIPTION
        -------                           -----------
<S>               <C>

         99.6     5% Senior Convertible Debenture dated November 1, 2000 issued
                  by Zymetx to Paula M. Mulford and Associates filed electronically
                  herewith.

         99.7     5% Senior Convertible Debenture date November 1, 2000 issued
                  by Zymetx to Dan Schreiber filed electronically herewith.

         99.8     Common Stock Purchase Warrant dated October 12, 2000 issued by
                  Zymetx to Paula M. Mulford and Associates filed electronically
                  herewith.

         99.9     Common Stock Purchase Warrant dated October 12, 2000 issued by
                  Zymetx to Dan Scheiber filed electronically herewith.

         99.10    Common Stock Purchase Warrant dated October 12, 2000 issued by
                  Zymetx to Dan Scheiber filed electronically herewith.
</TABLE>