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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended July 31, 2001

Commission File No. 000-31691

Private Capital Investors, Inc.

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(Name of Small Business Issuer in its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 65-1036706                          
|                                                               |  |                                     
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

511 N.E. 94th Street, Miami Shores, Florida 33138

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(Address of Principal Executive Offices)


(305) 758-3738

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(Issuers Telephone Number)


Securities registered under Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

COMMON STOCK, $.001 PAR VALUE

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(Title of Class)


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

Yes [   ]       No [X]

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

State issuers revenues for its most recent fiscal year: None

State the aggregate market value of voting and non-voting common equity held by
non-affiliates as of May 5, 2002: $0.

State the number of shares outstanding of each of the issuers classes of common
equity, as of May 5, 2002: 1,535,455 shares of common stock, par value $.001 per
share.



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FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward- looking statements. This report contains forward looking
statements relating to our current expectations and beliefs. These include
statements concerning operations, performance, financial condition, anticipated
acquisitions and anticipated growth. For this purpose, any statements contained
in this report that are not statements of historical fact are forward-looking
statements. Without limiting the generality of the foregoing, words such as
may, will, would, expect, believe, anticipate, intend, could,
estimate, or continue, or the negative or other variation thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties
which are beyond our control. Should one or more of these risks or uncertainties
materialize or should our underlying assumptions prove incorrect, actual
outcomes and results could differ materially from those indicated in the forward
looking statements.

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PART I.

ITEM 1.BUSINESS.

GENERAL

Private Capital Investors Inc. is a Florida corporation formed in
August 1999. We are a developmental stage company and have had no revenues to
date. We are a shell company and have conducted virtually no business
operations, other than our efforts to seek merger partners or acquisition
candidates. We have no full time employees and own no real estate. We were
created to effect a merger, exchange of capital stock, asset acquisition or
other similar business combination with an operating or development stage
business which desires to acquire our shareholder base and to utilize our status
as a reporting company under the Securities Exchange Act of 1934.

PROPOSED TRANSACTION WITH ZIM

On May 2, 2001, we entered into a letter of intent with Zim
Technologies International, Inc. (ZIM) regarding our acquisition of ZIM. The
letter of intent expired in June, 2001. Since that time, we have continued to
negotiate with ZIM regarding the proposed acquisition.

ZIM is a privately held developer of database and mobile application
software based in Ottawa, Canada.

We currently intend to acquire Zim by forming a wholly owned subsidiary
and causing the subsidiary and Zim to amalgamate. Upon the completion of the
amalgamation, each outstanding share in ZIM would be exchanged for one share of
our common stock. We currently expect that the shareholders of ZIM would receive
96.2% of our shares outstanding after the completion of the amalgamation. Our
current shareholders would retain 3.8%. Additionally, all of ZIMs outstanding
stock options would be exchanged for options to purchase shares of our common
stock.

We anticipate the proposed acquisition and related transactions will
involve the following principal steps:



| |                                                 
| | ------------------------------------------------
| | (a) We would change our name to ZIM Corporation.



| |                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) Global Intermatch Corp. (Global), one of our
shareholders, would distribute approximately 90,000 of its shares of
our common stock to Globals shareholders. We would register the
distribution of the shares by Global to its shareholders under the
Securities Act of 1933.



| |                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------
| | (c) We would file articles of continuation under the Canada
Business Corporations Act. As a result, we would become a Canadian
corporation.



| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | (d) We would form a wholly owned subsidiary under the Canada
Business Corporations Act. This company would amalgamate with ZIM.

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| |                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------
| | (e) We would register the issuance of the shares of our common
stock to be issued to the ZIM shareholders under the Securities Act.

We expect that the acquisition agreement will contain customary terms
and conditions, including representations and warranties, registration rights,
resale restrictions and conditions to closing.

We have not entered into an acquisition agreement with ZIM.
Accordingly, neither party has any obligation to complete the transaction. The
foregoing summary simply represents the latest terms which have been proposed by
the parties. As a result, there can be no assurance that the acquisition will be
completed or completed on the terms described above.

STOCK SPLIT

On May 18, 2001, our board of directors approved a 1.535455 for 1 stock
split of our common stock. The stock split was effective as to shareholders of
record on the close of business on June 5, 2001. The effect of the stock split
has been recognized retroactively in the shareholders equity accounts in the
balance sheet at July 31, 2001, and in all share and per share data in the
financial statements included in this report. Shareholders equity accounts have
been restated to reflect a reclassification of the increase in par value from
the capital in excess of par value account to the common stock account.

SHELL CORPORATION

We have conducted virtually no business operations to date and expect
to conduct none in the future, other than our efforts to effectuate a business
combination. As a result, we can be characterized as a shell corporation. As a
shell corporation, we face special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. Further, as a new or
start- up company, we face all of the unforeseen costs, expenses, problems,
and difficulties related to such companies. We are dependent upon the efforts of
our officers and directors to effectuate a business combination. Assuming our
officers and directors are successful in identifying a business combination, our
shareholders may not have an opportunity to evaluate the specific merits or
risks of any one or more business combinations and may have no control over the
decision making relating to such business combination.

Due to our limited capital resources, the consummation of a business
combination will likely involve the acquisition of, or merger or consolidation
with, a company that does not need substantial additional capital but which
desires to establish a public trading market for our shares, while avoiding what
it might deem to be the adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the various federal and state securities laws that regulate initial public
offerings. A target business might desire, among other reasons, to create a
public market for its shares in order to enhance liquidity for current
shareholders, facilitate raising capital through the public sale of securities,
and/or acquire additional assets through the issuance of securities rather than
for cash.

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We cannot estimate the time that it will take to effectuate a business
combination. It could be time consuming; possibly in excess of many months or
years. Additionally, no assurance can be made that we will be able to effectuate
a business combination on favorable terms. We might identify and effectuate a
business combination with a target business which proves to be unsuccessful for
any number of reasons, many of which are due to the fact that the target
business is not identified at this time. If this occurs, our shareholders might
not realize any type of profit.

UNSPECIFIED INDUSTRY AND TARGET BUSINESS.

If we do not complete the proposed transaction with ZIM, we will seek
to acquire another target business. Most likely, the target business would be
located in the United States, although we reserve the right to acquire a target
business primarily located outside the United States. In seeking a target
business, we will consider, without limitation, businesses which (i) offer or
provide services or develop, manufacture or distribute goods in the United
States or abroad, including, without limitation, in the following areas:
internet services, real estate, health care and health products, educational
services, environmental services, consumer-related products and services
(including amusement, entertainment and/or recreational services), personal care
services, voice and data information processing and transmission and related
technology development or (ii) is engaged in wholesale or retail distribution.

To the extent that we effect a business combination with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established records of sales or earnings), we will
become subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that we effect a business combination with a target
business in an industry characterized by a high level of risk, we will become
subject to the risks of that industry. An extremely high level of risk
frequently characterizes certain industries which experience rapid growth.
Although management will endeavor to evaluate the risks inherent in a particular
industry or target business, there can be no assurances that we will properly
ascertain or assess all significant risk factors.

PROBABLE LACK OF BUSINESS DIVERSIFICATION.

As a result of our limited resources, in all likelihood, we will have
the ability to effect only a single business combination. Accordingly, our
prospects for success will be entirely dependent upon the future performance of
a single business. This would be the case if we complete our proposed
transaction with ZIM.

Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, it is highly unlikely that we will have the
resources to diversify our operations or benefit from spreading risks or
offsetting losses. Our probable lack of diversification could subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to consummation of a business combination. The prospects for
our success may become dependent upon the development or market acceptance of a
single or limited number of products, processes or services. Accordingly,
notwithstanding the possibility of management assistance to the target business
by us, there can be no assurance that the target business will prove to be
commercially viable.

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LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT.

While our ability to successfully effect a business combination will be
dependent upon certain key personnel, the future role of such personnel in the
target business cannot presently be stated with any certainty. There can be no
assurance that our current management will remain associated in any operational
capacity following a business combination. Moreover, there can be no assurances
that our current management will have any experience or knowledge relating to
the operations of the particular target business. Furthermore, although we
intend to closely scrutinize the management of a prospective target business in
connection with evaluating the desirability of effecting a business combination,
there can be no assurances that our assessment of such management will prove to
be correct, especially since none of our management are professional business
analysts.

Accordingly, we will be dependant, in some significant respects, on the
ability of the management of the target business. In addition, there can be no
assurances that such future management will have the necessary skills,
qualifications or abilities to manage a public company. We may also seek to
recruit additional managers to supplement the incumbent management of the target
business. There can be no assurances that we will have the ability to recruit
such additional managers, or that such additional managers will have the
requisite skill, knowledge or experience necessary or desirable to enhance the
incumbent management.

OPPORTUNITY FOR SHAREHOLDER EVALUATION OR APPROVAL OF BUSINESS COMBINATIONS.

Our non-affiliate shareholders will, in all likelihood, not receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to us in connection with selecting a potential
business combination until after we have entered into an agreement to effectuate
a business combination. Such agreement to effectuate a business combination,
however, will be subject to shareholder approval pursuant to applicable law. As
a result, our non-affiliate shareholders will be almost entirely dependent on
the judgment and experience of management in connection with the selection and
ultimate consummation of a business combination. In addition, under Florida law,
the form of business combination could impact upon the availability of
dissenters rights (i.e., the right to receive fair payment with respect to our
common stock) to shareholders disapproving the proposed business combination.

SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A BUSINESS COMBINATION.

In the event we do not complete our proposed transaction with ZIM, we
anticipate that the selection of a new target business will be complex and risky
because of competition for such business opportunities among all segments of the
financial community. The nature of our search for the acquisition of a target
business requires maximum flexibility inasmuch as we will be required to
consider various factors and circumstances which may preclude meaningful direct
comparison among the various business enterprises, products or services
investigated. We have virtually unrestricted flexibility in identifying and
selecting a prospective target business. In addition, in evaluating a
prospective target business, management will consider, among other factors, the
following factors which are not listed in any particular order:

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| |  |  | financial condition and results of operation of the target
business;                                                      
| | - |  | --------------------------------------------------------------------------------------------------------------------------
|
| |  |  | growth potential and projected financial performance of the
target business and the industry in which it operates;        
|
| |  |  | experience and skill of management and availability of
additional personnel of the target business;                       
|
| |  |  | capital requirements of the target business;                                                                              
|
| |  |  | the availability of a transaction exemption from registration
pursuant to the Securities Act for the business combination;
|
| |  |  | the location of the target business;                                                                                      
|
| |  |  | competitive position of the target business;                                                                              
|
| |  |  | stage of development of the product, process or service of the
target business;                                           
|
| |  |  | degree of current or potential market acceptance of the
product, process or service of the target business;               
|
| |  |  | possible proprietary features and possible other protection of
the product, process or service of the target business;    
|
| |  |  | regulatory environment of the industry in which the target
business operates;                                             
|
| |  |  | costs associated with effecting the business combination; and                                                             
|
| |  |  | equity interest in and possible management participation in
the target business.                                          

The foregoing criteria are not intended to be exhaustive; any
evaluation relating to the merits of a particular business combination will be
based, to the extent relevant, on the above factors as well as other
considerations deemed relevant by us in connection with effecting a business
combination consistent with our business objective. In many instances, it is
anticipated that the historical operations of a target business may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes.

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We will be dependent upon the owners of a target business to identify
any such problems which may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because we may engage in a business
combination with a newly organized firm or with a firm which is entering a new
phase of growth, we will incur further risks, because in many instances,
management of the target business will not have proven its abilities or
effectiveness, the eventual market for the products or services of the target
business will likely not be established, and the target business may not be
profitable subsequent to a business combination.

Our limited funds and the lack of full-time management will likely make
it impracticable to conduct a complete and exhaustive investigation and analysis
of a target business before we commit our capital or other resources thereto.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
we had more funds available to it, would be desirable. We will be particularly
dependent in making decisions upon information provided by the promoter, owner,
sponsor, or others associated with the business opportunity seeking our
participation.

In connection with our evaluation of a prospective target business,
management anticipates that it will conduct a due diligence review which will
encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as review of financial or other information which will be
made available to us. The time and costs required to select and evaluate a
target business (including conducting a due diligence review) and to structure
and consummate the business combination (including negotiating relevant
agreements and preparing requisite documents for filing pursuant to applicable
securities laws and state blue sky and corporation laws) cannot presently be
ascertained with any degree of certainty. Our officers and directors only devote
a small portion of their time to our operations, and, accordingly, consummation
of a business combination may require a greater period of time than if they
devoted their full time to us.

However, our officers and directors will devote such time as they deem
reasonably necessary, to carry out our business and affairs, including the
evaluation of potential target businesses and the negotiation of a business
combination and, as a result, the amount of time devoted to our business and
affairs may vary significantly depending upon, among other things, whether we
have identified a target business or are engaged in active negotiations of a
business combination. Any costs incurred in connection with the identification
and evaluation of a prospective target business with which a business
combination is not ultimately consummated will result in a loss and reduce the
amount of capital available to otherwise complete a business combination or for
the resulting entity to utilize. In the event we deplete our cash reserves, we
might be forced to cease operations and a business combination might not occur.

We anticipate that we will locate and make contact with target
businesses primarily through the reputation and efforts of our officers and
directors, who will meet personally with existing management and key personnel,
visit and inspect material facilities, assets, products and services belonging
to such prospects, and undertake such further reasonable investigation as they
deem appropriate. Management has a network of business contacts and believes
that prospective target businesses will be referred to us through these network
of contacts.

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We also expect that many prospective target businesses will be brought
to our attention from various other non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, and other
members of the financial community. Although there are no current plans to do
so, we may engage the services of professional firms that specialize in finding
business acquisitions and pay a finders fee or other compensation. Since we
have no current plans to utilize any outside consultants or advisors to assist
in a business combination, no policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of our limited
resources, it is likely that any such fee we agree to pay would be paid in stock
and not in cash. In no event will we pay a finders fee or commission to any
officer or director or to any entity with which they are affiliated for such
service. Our board of directors has established a policy where, in no event
shall we issue any of our securities to any of our officers, directors or
promoters if any, or any of their respective affiliates or associates, in
connection with activities designed to locate a target business.

As a general rule, federal and state tax laws and regulations have a
significant impact upon the structuring of business combinations. We will
evaluate the possible tax consequences of any prospective business combination
and will endeavor to structure a business combination so as to achieve the most
favorable tax treatment for us, the target business and their respective
stockholders. There can be no assurance that the Internal Revenue Service or
relevant state tax authorities will ultimately assent to our tax treatment of a
particular consummated business combination.

To the extent the Internal Revenue Service or any relevant state tax
authorities ultimately prevail in recharacterizing the tax treatment of a
business combination, there may be adverse tax consequences to us, the target
business and their respective stockholders. Tax considerations as well as other
relevant factors will be valuated in determining the precise structure of a
particular business combination, which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.

Although we have no commitments as of the date of this registration
statement to issue any shares of common stock, preferred stock, options or
warrants, other than our proposed transaction with ZIM, we will, in all
likelihood, issue a substantial number of additional shares in connection with
the consummation of a business combination. To the extent that such additional
shares are issued, dilution to the interests of our stockholders will occur.
Additionally, if a substantial number of shares of common stock are issued in
connection with the consummation of a business combination, a change in our
control is likely to occur which will likely affect, among other things, our
ability to utilize net operating loss carry forwards, if any.

Any such change in control may also result in the resignation or
removal of our present officer and director. If there is a change in management,
no assurance can be given as to the experience or qualification of such persons,
either in the operation of our activities or in the operation of the business,
assets or property being acquired. Management considers it likely that in order
to consummate a business combination, a change in control will occur; therefore,
management anticipates offering a controlling interest to a target business in
order to effectuate a business combination.

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Management may actively negotiate for or otherwise consent to the
disposition of any portion of their common stock as a condition to or in
connection with a business combination. Therefore, it is possible that the terms
of any business combination will provide for the sale of some shares of common
stock held by management. It is possible that our other shareholders will not be
afforded the right to sell their shares of common stock in connection with a
business combination pursuant on the same terms as management.

There are currently no limitations relating to our ability to borrow
funds to increase the amount of capital available to us to effect a business
combination or otherwise finance the operations of the target business. However,
our limited resources and lack of operating history could make it difficult for
us to borrow additional funds from other sources. The amount and nature of any
borrowings by us will depend on numerous considerations, including our capital
requirements, potential lenders evaluation of our ability to meet debt service
on borrowings and the then prevailing conditions in the financial markets, as
well as general economic conditions. We do not have any arrangements with any
bank or financial institution to secure additional financing and there can be no
assurance that such arrangements if required or otherwise sought, would be
available on terms commercially acceptable or otherwise in our best interests.
Our inability to borrow funds required to effect or facilitate a business
combination, or to provide funds for an additional infusion of capital into a
target business, may have a material adverse effect on our financial condition
and future prospects, including the ability to effect a business combination. To
the extent that debt financing ultimately proves to be available, any borrowings
may subject us to various risks traditionally associated with indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to pay principal and interest. Furthermore, a target business may have already
incurred debt financing and, therefore, all the risks inherent thereto.

If our securities are issued as part of an acquisition, such securities
are required to be issued either in reliance upon exemptions from registration
under applicable federal or state securities laws or registered for public
distribution. However, no assurances can be made that we will be able to rely on
such exemptions. Registration of securities typically requires significant costs
and time delays are typically encountered. In addition, the issuance of
additional securities and their potential sale in any trading market which might
develop in our common stock, of which there is presently no trading market and
no assurances can be given that one will develop, could depress the price of our
common stock in any market which may develop in our common stock. Further, such
issuance of additional securities would result in a decrease in the percentage
ownership of present shareholders.

Due to our small size and limited amount of capital, our ability to
raise additional capital if and when needed could be constrained. Until such
time as any enterprise, product or service which we acquire generates revenues
sufficient to cover operating costs, it is conceivable that we could find
ourselves in a situation where we need additional funds in order to continue our
operations. This need could arise at a time when we are unable to borrow funds
and when market acceptance for the sale of additional shares of our common stock
does not exist.

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CONFLICTS OF INTEREST.

None of our affiliates, officers and directors are required to commit
their full time to our affairs and, accordingly, such persons may have conflicts
of interest in allocating management time among various business activities. Our
affiliates may engage in other business activities similar and dissimilar to
those we are engaged in. To the extent our affiliates engage in such other
activities, they will have possible conflicts of interest in diverting
opportunities to other companies, entities or persons with which they are or may
be associated or have an interest, rather than diverting such opportunities to
us. As no policy has been established for the resolution of such a conflict, we
could be adversely affected should management choose to place their other
business interests before ours. No assurance can be given that such potential
conflicts of interest will not cause us to lose potential opportunities.
Management may become aware of investment and business opportunities which may
be appropriate for presentation to us as well as the other entities with which
they are affiliated. Management may have conflicts of interest in determining
which entity a particular business opportunity should be presented. Accordingly,
as a result of multiple business affiliations, management may have similar legal
obligations relating to presenting certain business opportunities to multiple
entities. In addition, conflicts of interest may arise in connection with the
evaluation of a particular business opportunity by the board of directors with
respect to the foregoing criteria. We may consider business combinations with
entities owned or controlled by persons other than those persons described
above. There can be no assurances that any of the foregoing conflicts will be
resolved in our favor.

Management may actively negotiate for or otherwise consent to the
disposition of any portion of their common stock as a condition to or in
connection with a business combination. Therefore, it is possible that the terms
of any business combination will provide for the sale of some shares of common
stock held by management. In the event that occurs, our directors intend to
approve the business combination pursuant to Section 607.0902(2)(d)(7) of the
Florida Business Corporation Act which will have the effect of removing the
transaction from the purview of the control-share acquisition statute
promulgated under Section 607.0902 of the Florida Business Corporation Act.
Thus, it is possible that our other shareholders will not be afforded the right
to sell their shares of common stock in connection with a business combination
pursuant to the same terms that are available to management. Also, our other
shareholders might not be afforded an opportunity to approve or consent to
managements stock purchase.

COMPETITION.

We expect to encounter intense competition from other entities having a
business objective similar to ours. Many of these entities are well-established
and have extensive experience in connection with identifying and effecting
business combinations directly or through affiliates. Many of these competitors
possess greater financial, marketing, technical, personnel and other resources
than us and there can be no assurances that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those of many of our competitors. This inherent competitive limitation could
compel us to select certain less attractive target businesses for a business
combination. There can be no assurances that such target businesses will permit
us to meet our stated business objective. Management believes, however, that our
status as a reporting public entity could give us a competitive advantage over
privately held entities having a similar business objective to ours in acquiring
a target business with significant growth potential on favorable terms.

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EMPLOYEES.

We are in the development stage and currently have no full time
employees. Our management serves on a part time basis. We expect to use
consultants, attorneys and accountants as necessary, and do not anticipate a
need to engage any full-time employees so long as we are seeking and evaluating
target businesses. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in a specific business combination.

ITEM 2.PROPERTIES

Our principal office is located at 511 NE 94th Street, Miami Shores,
Florida 33138. We occupy this space rent free at the principal office of our
president, Stuart Cooper. We believe these facilities are adequate to serve our
needs until such time as a business combination occurs. We expect to be able to
utilize these facilities, free of charge, until such time as a business
combination occurs.

ITEM 3.LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

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

None.

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PART II

ITEM 5.MARKET FOR OUR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION.

Our common stock is not listed on any exchange or quoted in any
inter-dealer quotation system. To our knowledge, no public trading market
presently exists for our common stock.

HOLDERS.

As of January 15, 2002 there were approximately 19 holders of record of
our common stock.

DIVIDENDS.

We have not paid any cash dividends since our inception, and we do not
contemplate doing so in the future.

ITEM 6.MANAGEMENTS
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We are presently a development stage company and have amalgamated
virtually no business operations, other than our efforts to effect a business
combination with a target business which we consider to have significant growth
potential. To date, we have neither engaged in any operations nor generated any
revenue. We have received no cash flow from operations. We cannot predict to
what extent our liquidity and capital resources will be diminished prior to the
consummation of a business combination (whether with ZIM or another entity) or
whether our capital will be further depleted by the operating losses, if any, of
the target business with which we may effectuate a business combination. The
continuation of our business depends upon our ability to obtain adequate
financing, effectuate a business combination and, ultimately, engage in future
profitable operations.

As of July 31, 2001, we had a total of $600 in cash. As a result, we
are not in a position to meet our cash requirements for the remainder of the
fiscal year or for the next 12 months unless we obtain funds from an outside
source. We
anticipate that our expenses for the proposed transactions with ZIM will be paid
by ZIM, up to a maximum of $352,000.

ITEM 7.FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

Our financial statements are attached as an exhibit to this report.

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ITEM 8.CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

We retained the firm of Rachlin Cohen Holtz, LLC to audit our books and
records for the year ended July 31, 2001. There was no disagreement with our
prior auditor regarding accounting policies or principles, financial
disclosures, auditing scope or procedure.

14



---



##### 



PART III

ITEM 9.DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS

The following tables sets forth certain information with respect to our
directors and executive officers.

|              |  |     |    |          |  |                                               |  | 
|------------- |  | --- | -- | -------- |  | --------------------------------------------- |  | 
|Name          |  | Age |    | Position
|              |  |     |    |         
|Stuart Cooper |  |     | 57 |          |  | President, Secretary, Treasurer, and Director

Stuart Cooper, Certified Public Accountant, has been a consultant and
an auditor in the areas of public companies, securities regulatory compliance
and regulatory compliance for financial institutions for over 30 years. Since
1995, Mr. Cooper has been the owner and chief executive of Cooper Consultants,
Inc. Mr. Cooper is qualified as an expert witness in areas of securities,
business evaluations, accounting issues and interpretation. Mr. Cooper has
served as our sole officer and director since our formation.

Our sole officer and director will hold office until a respective
successor is elected and qualified or until his resignation in the manner
provided in our bylaws.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Stuart Cooper, Cooper Family Holdings and Global Intermatch Corp.
failed to file a Form 3 to report their ownership of shares at the time that we
registered our common stock under Section 12(g) of the Securities Exchange Act.

Douglas Duncan, Pasadena Investments Ltd. and Thornhill Consulting Ltd.
failed to file a Form 3 to report their ownership of shares.

Mark Weissbaum failed to file a Form 3 to report his ownership of
shares at the time that we registered our common stock under Section 12(g) of
the Securities Exchange Act.

ITEM 10.EXECUTIVE
COMPENSATION

Our only officer and director, Mr. Stuart Cooper, has received no
salary or other compensation in connection with his services and does not have
an employment agreement.

Until we effectuate a business combination, it is not anticipated that
any officer or director will receive any compensation other than reimbursement
for out-of-pocket expenses incurred on our behalf. See Certain Relationships
and Related Transactions. We have no stock option, retirement, pension, or
profit-sharing programs for the benefit of our sole officer and director, but
the board of directors may recommend adoption of one or more such programs in
the future.

15



---



##### 



ITEM 11.SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of each person known to us to be the beneficial owner of more than
five percent (5%) of our common stock:

The following table sets forth, as of January 31, 2002, the number and
percentage of shares of our outstanding shares which are beneficially owned,
directly or indirectly, by:



| |  |  | each shareholder who owns more than 5% of the outstanding
shares;
| | - |  | -----------------------------------------------------------------
|
| |  |  | any sole officer and director;                                   

We determine beneficial ownership based on the rules of Securities and
Exchange Commission. In general, beneficial ownership includes shares over which
the indicated person has sole or shared voting or investment power and shares
which he or she has the right to acquire within 60 days of January 31, 2002.
Unless otherwise indicated, the persons listed have sole voting and investment
power over the shares beneficially owned.

|                                                                                       |  |                        |     |              |         |            |         |  |      |   |      |  
|-------------------------------------------------------------------------------------- |  | ---------------------- | --- | ------------ | ------- | ---------- | ------- |  | ---- | - | ---- | -
|                                                                                       |  |                        |     |              |         | Shares     |         |  |      |  
|                                                                                       |  | Positions with the     |     | Beneficially |         |            |         | 
|Name                                                                                   |  | Company                |     | Owned        |         | Percentage
|                                                                                       |  |                        |     |              |         |           
|Stuart D. Cooper                                                                       |  | President and Director |     |              | 886,455 | (1)        |         |  | 57.7 | %
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Cooper
Family Holdings                                                                 |  |                        |     |              |         |            |         |  |      |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Global
Intermatch Corp.                                                                |  |                        |     |              |         |            |         |  |      |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|511 NE. 94th Street
Miami Shores, FL 33138                                             |  |                        |     |              |         |            |         |  |      |   |      |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Mark Weissbaum                                                                         |  |                        |    |              |         |            | 80,000  |  |      |   | 5.2  | %
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|511
NE. 94th Street
Miami Shores, FL 33138                                             |  |                        |     |              |         |            |         |  |      |   |      |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Douglas Duncan                                                                         |  |                        | N/A |              |         |            | 478,000 |  |      |   | 31.1 | %
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Pasadena
Investments Ltd.                                                              |  |                        |     |              |         |            |         |  |      |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Thornhill
Consulting Ltd.                                                              |  |                        |     |              |         |            |         |  |      |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|c/o PriceWaterhouseCoopers Ltd.
Abacus House
Providenciales
Turks & Caicos Islands
BWI |  |                        |     |              |         |            |         |  |      |   |      |  



---

|(1) |  | The shares beneficially owned by Mr. Cooper, Cooper Family Holdings and
Global Intermatch Corp. consist of 295,182 shares held directly by Mr.
Cooper, 215,182 held by Cooper Family Holdings, 216,091 shares held by
Global Intermatch Corp., 80,000 shares held by Mr. Coopers spouse and
80,000 shares held by Mr. Coopers son. Mr. Cooper holds a controlling
interest in Cooper Family Holdings and Global. Mr. Cooper disclaims any
beneficial ownership of shares held by his spouse and his son. The
shares beneficially owned by Mr. Cooper, Cooper Family Holdings and
Global, do not include 80,000 shares held by Mark Weissbaum, a business
associate of Mr. Cooper.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | The shares beneficially owned by Douglas Duncan, Pasadena Investments
Ltd. and Thornhill Consulting Ltd. consists of 48,000 shares held of
record by Pasadena Investments Ltd. and 430,000 shares held of record
by Thornhill Consulting Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                      

16



---



##### 



ITEM 12.CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS.

We were formed by Cooper Family Holdings, Global Intermatch Corp. and
Frank ODonnell in 1999. These three founders received 400,000, 200,000 and
400,000 shares, respectively of our common stock. They contributed to us $400,
$200 and $400, respectively, for their shares. Cooper Family Holdings and Global
are affiliates of Stuart D. Cooper, our only officer and director. In the spring
of 2000, Mr. Cooper acquired the shares held by Frank ODonnell.

In April 2001, ZIM engaged Cooper Consultants, Inc., an affiliate of
Stuart D. Cooper, to provide consulting services to ZIM in connection with our
proposed acquisition of ZIM. Mr. Cooper is our only current officer and director
and beneficial owner of the majority of our shares.

Under the terms of the consulting agreement, Cooper Consultants agreed
to provide advice to ZIM regarding the structuring of the acquisition and to
assist us and ZIM in connection with completion of the transaction prior to the
acquisition.

ZIM agreed to pay up
to US$352,000 of our expenses associated with the proposed
transaction, with any excess payable to Cooper Consultants. To date, ZIM has paid US$189,000, and agreed to pay US$29,000 upon the filing of the registration
statement for the acquisition, US$59,000 upon the effectiveness of the
registration statement and US$75,000 upon the listing of our common shares on
AMEX or another national securities exchange selected by ZIMs board of
directors.

17



---



##### 



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)        EXHIBITS

|    |  |                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------
|3.1 |  | Articles of Incorporation (1)                                                                                      
|   
|   
|   
|   
|3.2 |  | By-Laws (1)                                                                                                        
|   
|   
|   
|   
|    |  | (1)        Incorporated by
reference from the Form 10-KSB filed
            with the Commission on October 4, 1999.

(b)        We filed three current reports on Form 8-K during the quarter
ended July 31, 2001:

|  |  |                                                                                                                                     
|- |  | ------------------------------------------------------------------------------------------------------------------------------------
|- |  | On May 18, 2001, we filed a Form 8-K to report that
we had entered into a letter of intent with Zim
Technologies International, Inc.
| 
| 
| 
| 
|- |  | On May 31, 2001, we filed a Form 8-K to report that
we effected a 1.535455 to 1 stock split.                                        
| 
| 
| 
| 
|- |  | On June 14, 2001, we filed a Form 8-K to report that
we replaced our prior auditor, David Tow, with
Rachlin, Cohen and Holtz.       

18



---



##### 



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized on the 13th day of May, 2002.

| |  |                                                        
| |  | -------------------------------------------------------
| |  | PRIVATE CAPITAL INVESTORS, INC.                        
|
|
|
|
|
|
| |  | By /s/ Stuart D. Cooper                                
| |  |                                                        
| |  | Stuart D. Cooper, President and
Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on the 13th day of May, 2002.

| |  |                                                 
| |  | ------------------------------------------------
| |  | /s/ Stuart D. Cooper                            
|
|
|
|
| |  |                                                 
|
|
|
|
| |  | Stuart D. Cooper                                
|
|
|
|
| |  | President, Chief Executive Officer, and Director
|
|
|
|
| |  | (Principal Executive Officer)                   
|
|
|
|
| |  | (Principal Financial Officer)                   
|
|
|
|
| |  | (Principal Accounting Officer)                  

19



---



##### 



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Private Capital Investors, Inc.
Miami Shores, Florida

We have audited the accompanying balance sheet of Private Capital Investors,
Inc. (A Development Stage Company) (the Company) as of July 31, 2001, and the
related statements of operations, stockholders equity and cash flows for the
year then ended and cumulative from inception (August 6, 1999). The statement
of operations, stockholders equity and cash flows from inception (August 6,
1999) to July 31, 2000, were audited by another auditor whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
as cumulative from inception (August 6, 1999) to July 31, 2000, is based solely
on the report of the other auditor. These financial statements are the
responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, based on our audit and the report of the other auditor, the
financial statements referred to above present fairly, in all material
respects, the financial position of Private Capital Investors, Inc. (A
Development Stage Company) as of July 31, 2001, and the results of its
operations and its cash flows for the year then ended and cumulative from
inception, in conformity with accounting principles generally accepted in the
United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 2 to the
financial statements, the Company is subject to certain risks and
uncertainties, which conditions raise substantial doubt about the Companys
ability to continue as a going concern. Managements plans with regard to
these matters are also described in Note 2 to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

RACHLIN COHEN & HOLTZ LLP

Miami, Florida
November 16, 2001

F-1



---



##### 



Independent Auditors Report

To the Board of Directors
Private Capital Investors, Inc. (formerly Private Funding Inc.)
Miami Shores, Florida

I have audited the accompanying statements of operations, stockholders
equity and cash flows of Private Capital Investors, Inc. (formerly Private
Funding, Inc.) for the period ended July 31, 2000. These financial statements
are the responsibility of the Companys management. My responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted accounting
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provided a reasonable basis
for my opinion.

In my opinion, the accompanying financial statements present fairly, in
all material respects, the results of operations and cash flows of Private
Capital Investors, Inc. (formerly Private Funding, Inc.) for the period ended
July 31, 2000 in conformity with generally accepted accounting principles.

David I. Tow, Certified Public Accountant

Port St. Lucie, Florida
September 8, 2000

F-2



---



##### 



PRIVATE CAPITAL INVESTORS, INC.
(A Development Stage Company)

BALANCE SHEET

JULY 31, 2001

|                      |                                                                                                       |                                            |                                      |        |     |  |  | 
|--------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ------ | --- |  |  | 
|                      |                                                                                                       |                                            |                                      | ASSETS |     |  |  | 
|Current Assets:       |                                                                                                       |                                            |                                      |       
|                      | Cash                                                                                                  |                                            | $                                    | 600    |    
|                      |                                                                                                       |                                            |                                      |       
|                      |                                                                                                       | Total assets                               |                                      | $      | 600 | 
|                      |                                                                                                       |                                            |                                      |       
|                      |                                                                                                       |                                            | LIABILITIES AND STOCKHOLDERS EQUITY |        |     |  | 
|Current Liabilities:  |                                                                                                       |                                            |                                      |       
|                      | Accounts payable and accrued expenses                                                                 |                                            | $                                    |       |    
|                      |                                                                                                       |                                            |                                      |       
|Stockholders Equity: |                                                                                                       |                                            |                                      |       
|                      | Common stock, $.001 par value; 100,000,000 shares
authorized; 1,535,455 shares issued and outstanding |                                            |                                      | 1,535  |    
|                      | Additional paid-in capital                                                                            |                                            |                                      | 8,465  |    
|                      | Deficit accumulated during the development stage                                                      |                                            |                                      | (9,400 | )  
|                      |                                                                                                       |                                            |                                      |       
|                      |                                                                                                       | Total stockholders equity                 |                                      |        | 600 | 
|                      |                                                                                                       |                                            |                                      |       
|                      |                                                                                                       | Total liabilities and stockholders equity |                                      | $      | 600 | 
|                      |                                                                                                       |                                            |                                      |       

See notes to financial statements.

F-3



---



##### 



PRIVATE CAPITAL INVESTORS, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

|                                                     |                    |   |           |   |          |   |            |       |  |   |        |       | 
|---------------------------------------------------- | ------------------ | - | --------- | - | -------- | - | ---------- | ----- |  | - | ------ | ----- | 
|                                                     |                    |   |           |   |          |   | Inception  |       |  |   |       
|                                                     |                    |   |           |   |          |   | (August 6, |       |  |   |       
|                                                     |                    |   | Year      |   | 1999)    |   |            |       | 
|                                                     |                    |   | Ended     |   | through  |   | Cumulative
|                                                     |                    |   | July 31,  |   | July 31, |   | from      
|                                                     |                    |   | 2001      |   | 2000     |   | Inception 
|                                                     |                    |   |           |   |          |   |           
|Revenue                                              |                    | $ |          |   |          | $ |           |       |  | $ |       |      
|                                                     |                    |   |           |   |          |   |            |       |  |   |        |      
|Costs and Expenses:                                  |                    |   |           |   |          |   |            |       |  |   |        |      
|                                                     | Organization costs |   |           |  |          |   |            | 9,400 |  |   |        | 9,400 | 
|                                                     |                    |   |           |   |          |   |            |       |  |   |        |      
|                                                     |                    |   |          |   |          |   | 9,400      |       |  |   | 9,400  |      
|                                                     |                    |   |           |   |          |   |            |       |  |   |        |      
|Net Loss                                             |                    | $ |          |   |          | $ | (9,400     | )     |  | $ | (9,400 | )    
|                                                     |                    |   |           |   |          |   |            |       |  |   |        |      
|Weighted Average Number of Common Shares
Outstanding |                    |   | 1,535,455 |   |          |   | 1,535,455  |       |  |   |        |      
|                                                     |                    |   |           |   |          |   |            |       |  |   |        |      
|Net Loss Per Share                                   |                    | $ |          |   |          | $ | (0.01      | )     |  |   |        |      
|                                                     |                    |   |           |   |          |   |            |       |  |   |        |      

See notes to financial statements.

F-4



---



##### 



PRIVATE CAPITAL INVESTORS, INC.
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY

FROM INCEPTION (AUGUST 6, 1999) THROUGH JULY 31, 2001

|                                             |                            |  |              |           |            |   |             |       |       |   |       |       |  |   |             |        |   |   |     |        |  
|-------------------------------------------- | -------------------------- |  | ------------ | --------- | ---------- | - | ----------- | ----- | ----- | - | ----- | ----- |  | - | ----------- | ------ | - | - | --- | ------ | -
|                                             |                            |  |              |           |            |   |             |       |       |   |       |       |  |   | Deficit     |        |   |   |    
|                                             |                            |  |              |           |            |   |             |       |       |   |       |       |  |   | Accumulated |        |   |   |    
|                                             |                            |  | Common Stock |           | Additional |   | During the  |       |       |   |      
|                                             |                            |  |              |           | Paid-In    |   | Development |       |       |   |      
|                                             |                            |  | Shares       |           | Amount     |   | Capital     |       | Stage |   | Total
|                                             |                            |  |              |           |            |   |             |       |       |   |      
|Inception (August 6, 1999) to July 31, 2000: |                            |  |             |           |            | $ |            |       |       | $ |      |       |  | $ |            |        |   | $ |    |       
|                                             | Shares issued for cash     |  |              | 153,545   |            |   |             | 153   |       |   |       | 847   |  |   |             |       |   |   |     | 1,000  |  
|                                             | Shares issued for services |  |              | 1,381,910 |            |   |             | 1,382 |       |   |       | 7,618 |  |   |             |       |   |   |     | 9,000  |  
|                                             | Net loss                   |  |              |          |            |   |             |      |       |   |       |      |  |   |             | (9,400 | ) |   |     | (9,400 | )
|                                             |                            |  |              |           |            |   |             |       |       |   |       |       |  |   |             |        |   |   |     |       
|Balance, July 31, 2000                       |                            |  | 1,535,455    |           |            |   | 1,535       |       |       |   | 8,465 |       |  |   | (9,400      | )      |   |   | 600 |       
|Year Ended July 31, 2001:                    |                            |  |              |           |            |   |             |       |       |   |       |       |  |   |             |        |   |   |     |       
|                                             | Net loss                   |  |              |          |            |   |             |      |       |   |       |      |  |   |             |       |   |   |     |       |  
|                                             |                            |  |              |           |            |   |             |       |       |   |       |       |  |   |             |        |   |   |     |       
|Balance, July 31, 2001                       |                            |  | 1,535,455    |           |            | $ | 1,535       |       |       | $ | 8,465 |       |  | $ | (9,400      | )      |   | $ | 600 |       
|                                             |                            |  |              |           |            |   |             |       |       |   |       |       |  |   |             |        |   |   |     |       

See notes to financial statements.

F-5



---



##### 



PRIVATE CAPITAL INVESTORS, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

|                                      |                                         |                                   |       |          |      |          |       |            |        |   |     |        |        |  
|------------------------------------- | --------------------------------------- | --------------------------------- | ----- | -------- | ---- | -------- | ----- | ---------- | ------ | - | --- | ------ | ------ | -
|                                      |                                         |                                   |       |          |      |          |       | Inception  |        |   |     |       
|                                      |                                         |                                   |       |          |      |          |       | (August 6, |        |   |     |       
|                                      |                                         |                                   |       | Year     |      | 1999)    |       |            |        |  
|                                      |                                         |                                   |       | Ended    |      | through  |       | Cumulative
|                                      |                                         |                                   |       | July 31, |      | July 31, |       | from      
|                                      |                                         |                                   |       | 2001     |      | 2000     |       | Inception 
|                                      |                                         |                                   |       |          |      |          |       |           
|Cash Flows from Operating Activities: |                                         |                                   |       |          |      |          |       |            |        |   |     |       
|                                      | Net loss                                |                                   | $     |         |      |          | $     | (9,400     | )      |   | $   | (9,400 | )     
|                                      | (Decrease) increase in accounts payable |                                   |       | (400     | )    |          |       | 400        |        |   |     |       |       
|                                      |                                         |                                   |       |          |      |          |       |            |        |   |     |       
|                                      |                                         | Cash used in operating activities |       |          | (400 | )        |       |            | (9,000 | ) |     |        | (9,400 | )
|Cash Flows from Financing Activities: |                                         |                                   |       |          |      |          |       |            |        |   |     |       
|                                      | Proceeds from issuance of common stock  |                                   |       |         |      |          |       | 10,000     |        |   |     | 10,000 |       
|                                      |                                         |                                   |       |          |      |          |       |            |        |   |     |       
|Net (Decrease) Increase in Cash       |                                         |                                   | (400  | )        |      |          | 1,000 |            |        |   | 600 |       
|Cash, Beginning                       |                                         |                                   | 1,000 |          |      |          |      |            |        |   |    |       
|                                      |                                         |                                   |       |          |      |          |       |            |        |   |     |       
|Cash, Ending                          |                                         | $                                 | 600   |          |      | $        | 1,000 |            |        | $ | 600 |       
|                                      |                                         |                                   |       |          |      |          |       |            |        |   |     |       

See notes to financial
statements.

F-6



---



##### 



PRIVATE CAPITAL INVESTORS, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2001

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1. |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Private Capital Investors, Inc. (the Company) was incorporated in
Florida on August 6, 1999. The Company intends to serve as a vehicle
to effect asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business. At July 31,
2001, the Company had not yet commenced any formal business operations.                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Development Stage Enterprise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | As described above, the Company was incorporated on August 6, 1999,
and, since that time, has been seeking candidates to effect an asset
acquisition, merger, exchange of shares or the business combination.
As of July 31, 2001, operations have not commenced. Accordingly, the
Company is considered to be in the development stage, and the
accompanying financial statements represent those of a development
stage enterprise.                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Although these estimates are based
on managements knowledge of current events and actions it may
undertake in the future, they may ultimately differ from actual
results.                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | The Company accounts for its income taxes using Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes,which
requires recognition of deferred tax liabilities and assets for
expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the differences
between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences
are expected to reverse.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Organization Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | During fiscal 2000, the Company issued 153,545 shares for cash and
1,381,910 shares of common stock in exchange for $9,000 in organization
costs to its incorporators. The shares issued have been restated to
reflect the stock split in 2001 (see Note 6)                                                                                                                                                                                                                                                                                                                                         

F-7



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##### 



PRIVATE CAPITAL INVESTORS, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(Continued)

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1. |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | The Company computes loss per share in accordance with SFAS No. 128,
Earnings Per Share. This standard requires dual presentation of basic
and diluted earnings per share on the face of the income statement for
all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the diluted earnings
per share computation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Net loss per common share (basic and diluted) is based on the net loss
divided by the weighted average number of common shares outstanding
during the year. The Company does not have any potentially dilutive
securities outstanding at July 31, 2001. Share amounts have been
adjusted retroactively to reflect the stock split in 2001 (see Note 6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143,
Accounting
for Asset Retirement Obligations. SFAS 143 requires entities to
record the fair value of a liability for an asset retirement obligation
in the period in which it is incurred. The statement requires that the
amount recorded as a liability be capitalized by increasing the
carrying amount of the related long-lived asset. Subsequent to initial
measurement, the liability is accreted to the ultimate amount
anticipated to be paid, and is also adjusted for revisions to the
timing or amount of estimated cash flows. The capitalized cost is
depreciated over the useful life of the related asset. Upon settlement
of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. SFAS 143
will be effective for the Companys financial statements beginning July
1, 2002, with earlier application encouraged. The Company believes
that the adoption of this statement will not have a significant impact
on the results of operations or financial position of the Company.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  | In July 2001, the FASB issued SFAS No. 141, Business
Combinations,
and SFAS No. 142, Goodwill and Other Intangible
Assets which replace
Accounting Principles Board Opinion Nos. 16, Business Combinations
and 17, Intangible Assets, respectively. SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, and that the use of the
pooling-of-interests method be prohibited. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an impairment-
only method. Amortization of goodwill, including goodwill recorded in
past business combinations, will cease upon adoption of SFAS No. 142,
which the Company will be required to adopt on August 1, 2002. After
July 31, 2002, goodwill can only be written down upon impairment
discovered during annual tests for fair value, or discovered during
tests taken when certain triggering events occur. The Company does not
believe the impact of these pronouncements on its financial position
and results of operations will be significant.                                                                                      

F-8



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##### 



PRIVATE CAPITAL INVESTORS, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(Continued)

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1. |  | ACCOUNTING POLICIES AND OPERATIONS (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Recently Issued Accounting Standards (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | In June 1998, the FASB issued SFAS No. 133, as amended by SFAS No. 137
and SFAS No. 138, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 133 establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair
value and that changes in the derivatives fair value be recognized
currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows derivatives gains
and losses to offset related results on the hedged item in the income
statement and requires that the company must formally document,
designate and assess the effectiveness of transactions that receive
hedge accounting. SFAS No. 133 is effective for fiscal years beginning
after June 15, 2000. The adoption of this statement has not had a
significant impact on the results of operations or financial position
of the Company.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|NOTE 2. |  | GOING CONCERN CONSIDERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | The accompanying financial statements have been presented in accordance
with accounting principles generally accepted in the United States, which
assumes the continuity of the Company as a going concern. However, the
Company has generated no revenue to date, and has limited assets and an
accumulated deficit of approximately $9,400 at July 31, 2001. These
factors raise substantial doubt about the Companys ability to continue
as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | Managements plans with regard to these matters include consummating a
merger with an operating company (see Note 3). However, there can be no
assurance that managements plans will be successful.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|NOTE 3. |  | PROPOSED TRANSACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  | On May 2, 2001, the Company and Zim Technologies International, Inc.
(ZTI) entered into a letter of intent regarding the Companys proposed
acquisition of ZTI. ZTI is a privately held developer of leading edge
mobile applications based in Ottawa, Ontario. The parties intend to
structure the acquisition as a share exchange, in which each outstanding
share of ZTI will be exchanged for one share of the common stock of the
Company. The letter of intent provides that the shareholders of ZTI will
receive approximately 96.2% of the shares in the Company outstanding
after the completion of the acquisition. The current shareholders of the
Company will retain the remaining 3.8%. Additionally, all of ZTIs
outstanding stock options will be exchanged for options to purchase
shares of the common stock of the Company. ZTI has agreed to pay the
costs in connection with the proposed transaction up to the amount of
$352,000.                                                                                                                           

F-9



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##### 



PRIVATE CAPITAL INVESTORS, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(Continued)

|        |  |                                                                                                                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 3. |  | PROPOSED TRANSACTION (Continued)                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                           
|        |  | The completion of the proposed transactions involving ZTI is subject to a
variety of conditions and contingencies, many of which are outside of the
control of the Company. As a result, there can be no assurance that the
transaction will be completed.
|        |  |                                                                                                                                                                                                                                                           
|NOTE 4. |  | INCOME TAXES                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                           
|        |  | Deferred income taxes are comprised of the following:                                                                                                                                                                                                     

|                     |                          |   |   |       | 
|-------------------- | ------------------------ | - | - | ----- | 
|                     | 2001                     |  
|                     |                         
|Deferred tax assets: |                          |   |   |      
|                     | Organization cost        |   | $ | 3,760 | 
|                     | Less valuation allowance |   |   | 3,760 | 
|                     |                          |   |   |      
|                     |                          | $ |  |      
|                     |                          |   |   |      

|        |  |                                                                                                                                                                                                        
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | A valuation allowance has been established against the deferred tax asset
since the Company believes it is more likely than not that the amounts
will not be realized.                                 
|       
|        |  |                                                                                                                                                                                                        
|       
|NOTE 5. |  | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                          
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | Operational Costs                                                                                                                                                                                      
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | For fiscal year ended July 31, 2001, the Companys principal
shareholder provided the Company, at no cost, with office space,
secretarial services, telephone, fax and related administrative
services.
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | Salaries                                                                                                                                                                                               
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | The Companys principal officer and director have waived any right to
receive a salary for the fiscal year ended July 31, 2001.                                                                        
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | Employment Contracts                                                                                                                                                                                   
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | At July 31, 2001, the Company was not a party to any employment
agreements.                                                                                                                            
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | Legal                                                                                                                                                                                                  
|       
|        |  |                                                                                                                                                                                                        
|       
|        |  | At July 31, 2001, the Company was not a party to legal proceedings.                                                                                                                                    

F-10



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##### 



PRIVATE CAPITAL INVESTORS, INC.(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(Continued)

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 6. |  | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  | Stock Split                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  | On May 18, 2001, the Companys Board of Directors approved a 1.535455
for 1 stock split of its common stock. The stock split was effective
as to shareholders of record on the close of business on June 5, 2001.
The effect of the stock split has been recognized retroactively in the
stockholders equity accounts in the balance sheet at July 31, 2001,
and in all share and per share data in the accompanying financial
statements. Stockholders equity accounts have been restated to
reflect the reclassification of an amount equal to the par value
increase in issued common shares from the capital in excess of par
value accounts to the common stock account.

F-11