U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[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

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from _______________ to _______________

     Commission File number 33-58694

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


         Nevada                                                   13-3465289
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)


              51 West Third Street, Suite 310, Tempe, Arizona 85281
              -----------------------------------------------------
                    (Address of principal executive offices)

                                 (480) 967-5800
                           ---------------------------
                           (Issuer's telephone number)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether  the issuer:  (1) has 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  registrant was required to file such reports),  and (2)
has been  subject to such  filing  requirements  for the past 90 days.
Yes [X]  No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: At November 10, 2000, the issuer had
outstanding 30,605,290 shares of Common Stock, par value $.005 per share.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                                  VITRIX, INC.
                                 BALANCE SHEETS

                                                     DECEMBER 31,      JUNE 30,
                                                        2000            2000
                                                     -----------     -----------
                                                     (Unaudited)
                                     ASSETS
Current Assets:
  Cash and cash equivalents                          $   118,692    $   620,765
  Accounts receivable - trade, net                       462,573        229,717
  Inventory                                               68,340         91,204
  Prepaid expenses and other current assets               29,769         38,182
                                                     -----------    -----------
      TOTAL CURRENT ASSETS                               679,374        979,868

PROPERTY AND EQUIPMENT, NET                              139,568        168,779
                                                     -----------    -----------
      TOTAL ASSETS                                   $   818,942    $ 1,148,647
                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                  $    45,343    $    46,303
  Accounts payable                                       299,496         88,953
  Accrued liabilities                                    141,786        145,143
  Deferred revenue                                       167,752        152,307
                                                     -----------    -----------
      TOTAL CURRENT LIABILITIES                          654,377        432,706

LONG-TERM DEBT, LESS CURRENT PORTION                      22,147         34,231
                                                     -----------    -----------
      TOTAL LIABILITIES                                  676,524        466,937
                                                     -----------    -----------

COMMITMENTS:                                                  --             --

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.005 par value, 50,000,000
    shares authorized, 31,479,140 and 30,508,218
    shares issued and outstanding                        157,395        152,541
  Contributed capital                                  2,635,094      2,498,005
  Accumulated deficit                                 (2,650,071)    (1,968,836)
                                                     -----------    -----------

      TOTAL STOCKHOLDERS' EQUITY                         142,418        681,710
                                                     -----------    -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $   818,942    $ 1,148,647
                                                     ===========    ===========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       2
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED                 SIX MONTHS ENDED
                                             DECEMBER 31,                       DECEMBER 31,
                                   ------------------------------      ------------------------------
                                       2000              1999              2000              1999
                                   ------------      ------------      ------------      ------------
<S>                                <C>               <C>               <C>               <C>
Revenues:
  Product sales                    $    338,697      $    332,094      $    585,689      $    531,385
  Services revenue                      167,661            29,112           280,851            32,490
                                   ------------      ------------      ------------      ------------
      TOTAL REVENUES                    506,358           361,206           866,540           563,875

COST OF REVENUES
  Product                               193,856           142,122           298,731           207,684
  Services                               42,194                --            97,048                --
                                   ------------      ------------      ------------      ------------
      Total Cost of Revenues            236,050           142,122           395,779           207,684
                                   ------------      ------------      ------------      ------------
GROSS PROFIT                            270,308           219,084           470,761           356,191
                                   ------------      ------------      ------------      ------------
COSTS AND EXPENSES:
  Sales and marketing                   243,926           188,480           490,063           285,522
  Research and development              145,301           105,621           363,381           207,505
  General and administrative            175,581           156,331           302,621           282,803
                                   ------------      ------------      ------------      ------------
      TOTAL COSTS AND EXPENSES          564,808           450,432         1,156,065           775,830
                                   ------------      ------------      ------------      ------------
NET LOSS FROM OPERATIONS               (294,500)         (231,348)         (685,304)         (419,639)
                                   ------------      ------------      ------------      ------------
OTHER INCOME (EXPENSE):
  Interest expense                       (3,000)           (2,018)           (6,145)           (4,126)
  Interest income                         2,604             5,745            10,214             8,965
                                   ------------      ------------      ------------      ------------
                                           (396)            3,727             4,069             4,839
                                   ------------      ------------      ------------      ------------

NET LOSS                           $   (294,896)     $   (227,621)     $   (681,235)     $   (414,800)
                                   ============      ============      ============      ============

BASIC LOSS PER SHARE               $      (0.01)     $      (0.01)     $      (0.02)     $      (0.02)
                                   ============      ============      ============      ============
WEIGHTED AVERAGE NUMBER OF
    SHARES OUTSTANDING               31,176,229        25,312,770        30,846,177        24,329,074
                                   ============      ============      ============      ============
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       3
<PAGE>
                                  VITRIX, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED JUNE 30, 2000 AND
            THE SIX MONTH PERIOD ENDED DECEMBER 31, 2000 (Unaudited)

<TABLE>
<CAPTION>
                                     PREFERRED STOCK              COMMON STOCK
                               --------------------------    -----------------------   CONTRIBUTED  ACCUMULATED
                                  SHARES         AMOUNT        SHARES       AMOUNT       CAPITAL      DEFICIT         TOTAL
                               -----------    -----------    ----------   ----------   ----------   -----------    -----------
<S>                             <C>           <C>            <C>          <C>          <C>          <C>            <C>
Balance at July 1, 1999         10,000,000    $   100,000    13,241,031   $   66,205   $  956,468   $  (870,617)   $   252,056
  Issuance of stock options
    for services                        --             --            --           --       12,000            --         12,000
  Exercise of stock options             --             --        70,000         352         6,375            --         26,725
  Exercise of warrants                  --             --       264,687        1,323        4,500            --          5,823
  Sale of common stock and
    warrants, net of costs              --             --     6,732,500       33,663    1,409,662            --      1,443,325
  Issuance of common stock
    for services                        --             --       200,000        1,000       39,000            --         40,000
  Preferred stock conversion   (10,000,000)      (100,000)   10,000,000       50,000       50,000            --             --
  Net loss                              --             --            --           --           --    (1,098,219)    (1,098,219)
                               -----------    -----------    ----------   ----------   ----------   -----------    -----------

Balance at June 30, 2000                --             --    30,508,218      152,541    2,498,005    (1,968,836)       681,710
  Exercise of stock options             --             --        97,072          484       10,193            --         10,677
  Exercise of warrants                  --             --       873,850        4,370      117,896            --        122,266
  Issuance of warramts for
    services                            --             --            --           --        9,000            --          9,000
  Net loss                              --             --            --           --           --      (681,235)      (681,235)
                               -----------    -----------    ----------   ----------   ----------   -----------    -----------

Balance at December 31, 2000            --    $        --    31,479,140   $  157,395   $2,635,094   $(2,650,071)   $   142,418
                               ===========    ===========    ==========   ==========   ==========   ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       4
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                            SIX MONTHS ENDED
                                                               DECEMBER 31,
                                                         -----------------------
                                                            2000         1999
                                                         ---------    ---------
Increase (Decrease) in Cash and Cash Equivalents:
 Cash flows from operating activities:
 Net Loss                                                $(681,235)   $(414,800)
 Adjustments to reconcile net loss to net
   cash used by operating activities:
     Depreciation                                           32,732       17,321
     Stocks options and warrants issued for services         9,000       52,000
 Changes in Assets and Liabilities:
     Accounts receivable-trade                            (232,856)     (47,334)
     Inventory                                              22,864      (76,111)
     Prepaid expenses and other current assets               8,413      (68,238)
     Accounts payable                                      210,543       (5,598)
     Accrued liabilities                                    (3,357)      29,520
     Deferred revenue                                       15,445       27,602
                                                         ---------    ---------
        NET CASH USED BY OPERATING ACTIVITIES             (618,451)    (485,638)
                                                         ---------    ---------

 CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash received from sale of fixed assets                 2,411           --
     Purchase of property and equipment                     (5,932)     (30,737)
                                                         ---------    ---------
       NET CASH USED BY INVESTING ACTIVITIES                (3,521)     (30,737)
                                                         ---------    ---------

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Repayment of capital leases                           (13,044)      (4,796)
     Proceeds from exercise of stock options
       and warrants                                        132,943           --
     Proceeds from issuance of stock                            --      496,825
                                                         ---------    ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES           119,899      492,029
                                                         ---------    ---------

Net change in cash and cash equivalents                   (502,073)     (24,346)

Cash and cash equivalents at beginning of period           620,765      376,365
                                                         ---------    ---------

Cash and cash equivalents at end of period               $ 118,692    $ 352,019
                                                         =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                        $   6,145    $   2,663
                                                         =========    =========

    Income taxes paid                                    $      --    $      --
                                                         =========    =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
    Issuance of stock options and warrants for services  $      --    $  52,000
                                                         =========    =========

    Assets acquired by entering into capital leases      $      --    $  32,769
                                                         =========    =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       5
<PAGE>
                                  VITRIX, INC.
                          NOTE TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND INTERIM FINANCIAL STATEMENTS

The  accompanying   financial  statements  of  Vitrix,  Inc.  ("Vitrix"  or  the
"Company") have been prepared in accordance with generally  accepted  accounting
principles ("GAAP"), pursuant to the rules and regulations of the Securities and
Exchange Commission, and are unaudited. Accordingly, they do not include all the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management,  all adjustments (which include only normal recurring
adjustments)  necessary for a fair  presentation  of the results for the interim
periods  presented  have been made.  The results for the six month  period ended
December  31, 2000 may not be  indicative  of the  results for the entire  year.
These  financial  statements  should be read in  conjunction  with the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000.

LOSS PER SHARE:

Basic loss per share of common  stock was  computed by dividing  the net loss by
the weighted average number of shares outstanding of common and preferred stock.

Diluted  earnings per share are computed based on the weighted average number of
shares of common stock and dilutive  securities  outstanding  during the period.
Dilutive  securities are options and warrants that are freely  exercisable  into
common stock at less than the prevailing market price.  Dilutive  securities are
not  included in the  weighted  average  number of shares when  inclusion  would
increase the earnings per share or decrease the loss per share.

SUBSEQUENT EVENTS:

In January  2001,  the  Company  secured a $225,000  working  capital  loan from
certain third parties,  including  members of the Company's  Board of Directors.
The Company is obligated to make principal  payments on this indebtedness  based
on accounts  receivable  collections and is  collateralized by all assets of the
Company. The note bears an effective interest rate of 3% per month and is due in
full on April 30, 2001.

In February 2001, the Company  entered into a letter of intent to acquire all of
the  outstanding  capital stock of Time America,  Inc., a private  Arizona-based
Time and  Attendance  software  development  company.  The  acquisition  will be
structured  as an all stock  transaction  and will be subject  to,  among  other
things,  board approval,  the  satisfactory  completion of due diligence and the
execution of mutually agreeable definitive  agreements.  The Company anticipates
closing the transaction by April 30, 2001.

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

     REVENUES.  Revenue  for six  month  period  ended  December  31,  2000 (the
"reporting period"),  rose 54% to $866,540,  compared to revenue of $563,875 for
the six month period ended  December 31, 1999 (the  "comparable  period").  This
growth  was  principally  the  result of an  increase  in sales  volume  for the
Company's bundled software and hardware solutions.

     GROSS PROFIT.  Gross profit as a percentage of revenues decreased to 54% in
the reporting period,  compared to 63% in the comparable period. The decrease in
gross  profit as a  percentage  of revenues  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only  solutions  sales.  The  average  gross  profit  per unit  sold on
software and  hardware  units is lower than the average  gross profit  margin on
software-only  solutions. Due to the Company's increased service revenue volume,
the Company hired additional service support personnel  resulting in an increase
in cost of services.

     EXPENSES.  Sales and marketing expenses were $490,063,  or 57% of revenues,
in the  reporting  period,  compared to  $285,522,  or 51% of  revenues,  in the
comparable  period.  The increase in sales and marketing expense is attributable
to  increased  labor costs  resulting  from the hiring of  additional  sales and
marketing personnel and increased advertising and promotional expense.

     Research and development expenses were $363,381, or 42% of revenues, in the
reporting period,  compared to $207,505,  or 37% of revenues,  in the comparable
period.   The  increase  in  research  and  development   expense  is  primarily
attributable to increased labor costs.

     General and administrative  expenses were $302,621,  or 35% of revenues, in
the  reporting  period,  compared  to  $282,803,  or  50%  of  revenues,  in the
comparable  period.  The  decrease in general and  administrative  expenses as a
percentage of revenue is primarily  attributable  to maintaining  relatively the
same level of expenses while increasing revenue.

COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

     REVENUES.  Revenue  for three month  period  ended  December  31, 2000 (the
"reporting period"),  rose 40% to $506,358,  compared to revenue of $361,206 for
the three month period ended December 31, 1999 (the "comparable  period").  This
growth  was  principally  the  result of an  increase  in sales  volume  for the
Company's bundled software and hardware solutions.

     GROSS PROFIT.  Gross profit as a percentage of revenues decreased to 53% in
the reporting period,  compared to 61% in the comparable period. The decrease in
gross  profit as a  percentage  of revenues  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only  solutions sales. Due to the Company's  increased  service revenue
volume, the Company hired additional  service support personnel  resulting in an
increase in cost of services.

     EXPENSES.  Sales and marketing expenses were $243,926,  or 48% of revenues,
in the  reporting  period,  compared to  $188,480,  or 52% of  revenues,  in the
comparable  period.  The increase in sales and marketing expense is attributable
to  increased  labor costs  resulting  from the hiring of  additional  sales and
marketing personnel.

                                       7
<PAGE>
     Research and development expenses were $145,301, or 29% of revenues, in the
reporting period,  compared to $105,621,  or 29% of revenues,  in the comparable
period.  The increase in research and  development  expense is  attributable  to
increased labor costs.

     General and administrative  expenses were $175,581,  or 35% of revenues, in
the  reporting  period,  compared  to  $156,331,  or  43%  of  revenues,  in the
comparable  period.  The  decrease in general and  administrative  expenses as a
percentage of revenue is primarily attributable to maintaining the same level of
expenses while increasing revenue.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital at December 31, 2000 was $24,997,  compared to $313,333 at
December 31, 1999. Cash and cash equivalents at those dates amounted to $118,692
and $352,019, respectively.

     OPERATIONS.  Net cash  used by  operations  increased  to  $618,451  in the
reporting  period,  compared to net cash used by  operations  of $485,638 in the
comparable period.  The increase was primarily  attributable to increases in the
net loss and accounts receivable.

     INVESTMENT ACTIVITIES. For the reporting period, the Company used $5,932 to
purchase  property and equipment,  compared to $30,737 of property and equipment
purchases in the comparable period.

     FINANCING  ACTIVITIES.  Net cash provided by financing activities decreased
to  $119,899 in the  reporting  period,  compared to $492,029 in the  comparable
period. The decrease was primarily due to the Company raising $496,825 through a
private placement in the comparable period.

     As of January 31,  2001,  the  Company  believes  that its current  working
capital and funds generated from operations are sufficient to fund the Company's
operations  for the next three  months.  In the absence of obtaining  additional
capital  through  asset sales,  securing a revolving  credit  facility,  debt or
equity offerings, or a combination of the foregoing,  the Company will be unable
to fund its  operations  and  will  experience  defaults  under  certain  of its
contractual  agreements,  including  its  lease  agreements  for  its  corporate
headquarters.  These  agreements  are  subject  to  termination  in the event of
default.  Certain of the  parties to these  agreements  could take legal  action
against the Company to collect amounts owed to them. Accordingly,  the Company's
financial  condition  could  require  that the Company  seek the  protection  of
applicable  reorganization  laws in order to  avoid  or delay  actions  by third
parties,  which  could  materially  adversely  affect,  interrupt  or cause  the
cessation of the  Company's  operations.  The  Company's  independent  certified
public  accountants  have  issued  a  going  concern  opinion  on the  financial
statements of the Company for the fiscal year ended June 30, 2000.

     The Company has on-going  discussions with various  financial sources in an
effort to raise  additional  capital.  While the Company  believes  that it will
succeed in attracting  additional  capital,  there can be no assurance  that the
Company's efforts will be successful.

                                       8
<PAGE>
FORWARD-LOOKING INFORMATION

     This  Quarterly  Report on Form  10-QSB  contains  certain  forward-looking
statements and information  which the Company believes are within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  The forward - looking  statements
contained  herein can be  identified by the use of  forward-looking  terminology
such as "believes," "expects," "may," "will," "should," or "anticipates," or the
negative thereof or other variations  thereon or comparable  terminology,  or by
discussions of strategy that involve risks and uncertainties. The Company wishes
to  caution  the  reader  that  these  forward-looking  statements  that are not
historical  facts,  are only  predictions.  No assurances  can be given that the
future results indicated,  whether expressed or implied, will be achieved. While
sometimes  presented with numerical  specificity,  these  projections  and other
forward-looking  statements are based upon a variety of assumptions  relating to
the  business of the  Company,  which,  although  considered  reasonable  by the
Company,  may not be  realized.  Because of the number and range of  assumptions
underlying the Company's  projections and  forward-looking  statements,  many of
which are subject to significant uncertainties and contingencies that are beyond
the reasonable control of the Company,  some of the assumptions  inevitably will
not materialize, and unanticipated events and circumstances may occur subsequent
to the  date of this  report.  These  forward-looking  statements  are  based on
current  expectations  and the  Company  assumes no  obligation  to update  this
information.  Therefore,  the actual  experience  of the Company and the results
achieved   during  the  period   covered  by  any   particular   projections  or
forward-looking  statements  may  differ  substantially  from  those  projected.
Consequently,  the inclusion of projections and other forward-looking statements
should not be regarded as a  representation  by the Company or any other  person
that these  estimates and projections  will be realized,  and actual results may
vary materially.  There can be no assurance that any of these  expectations will
be realized or that any of the forward-looking  statements contained herein will
prove to be accurate.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company is from time to time involved in legal proceedings arising from
the normal course of business. As of the date of this report, the Company is not
currently involved in any legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     In October,  2000, the Company  entered into a Warrant  Exercise  Agreement
with certain of its warrant holders (the "Agreement") under which  participating
holders  of the  Company's  $.35 per  share and $.28 per  share  warrants  could
exercise  their  warrants for  one-half of the exercise  price set forth in such
warrants.  In  addition to the  reduction  in  exercise  price,  each holder who
participated  in the Agreement also received a new warrant  agreement  under the
same terms as the warrant  agreement  just  exercised.  In connection  with this
Agreement,  the Company  received  approximately  $122,000  from the exercise of
warrants  to  purchase  847,900  shares of common  stock.  The common  stock and
warrants  issued in connection with the Agreement were issued in reliance on the
exemption provided under Section 4(2) of the Securities Act of 1933, as amended,
and Regulation D thereunder.

                                       9
<PAGE>
     The proceeds from the private  offerings are being used for general working
capital needs.

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

     The Company's  Annual  Meeting was held on November 21, 2000.  Shareholders
voted  on the  election  of the  Company's  Board  of  Directors,  amending  the
Company's  1999  Equity  Compensation  Plan to  increase  the  number  of shares
authorized for issuance thereunder from 3,000,000 to 6,000,000 and to ratify the
appointment of BDO Seidman, LLP as the independent  certified public accountants
of the Company for the fiscal year ending June 30, 2001.

<TABLE>
<CAPTION>
                                 Eligible      Voted For      Voted Against     Abstentions
                                 --------      ---------      -------------     -----------
<S>                             <C>            <C>                                 <C>
1 - Election of Directors:

    Michael A. Wolf             30,443,670     20,414,913               --         12,367
    Todd P. Belfer              30,443,670     20,414,913               --         12,367
    Lise Lambert                30,443,670     20,414,913               --         12,367
    William K. Swartz           30,443,670     20,414,913               --         12,367
    Thomas S. Bednarik          30,443,670     20,414,913               --         12,367
    Hamid Shojaee               30,443,670     20,414,913               --         12,367
    Bahan Sadegh                30,443,670     20,414,913               --         12,367

2 - Amending of 1999 Equity
    Compensation Plan           30,443,670     13,571,167        3,088,262         11,706

3 - Appointment of auditors     30,443,670     20,394,000           24,117          8,457
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) No exhibits are filed herewith pursuant to Regulation S-B.


(b) Reports on Form 8-K

     No reports  were filed on Form 8-K during the quarter  ended  December  31,
2000.

                                       10
<PAGE>
                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                       VITRIX, INC.


Dated: February 14, 2001
                                       By /s/ Craig J. Smith
                                          --------------------------------
                                          Craig J. Smith
                                          Chief Financial Officer