<PAGE>
                       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, 2002

                          COMMISSION FILE NO. 000-31691

                         PRIVATE CAPITAL INVESTORS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)



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<S>                                                 <C>
                FLORIDA                                 65-1036706
    (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)
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                511 N.E. 94TH STREET, MIAMI SHORES, FLORIDA 33138
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (305) 758-3738
                           (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
                                (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 the past 90 days.

                                Yes [ X ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in 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 November 12, 2002: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 12, 2002: 1,535,455 shares of common stock, par value
$.001 per share.
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF 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 TECHNOLOGIES

      We have executed an Amended and Restated Acquisition Agreement with ZIM
Technologies International, Inc. ("ZIM Technologies"). ZIM Technologies is a
privately held developer of database and mobile application software based in
Ottawa, Canada.

      We currently intend to acquire ZIM Technologies by forming a wholly owned
subsidiary and causing the subsidiary and ZIM Technologies to amalgamate. Upon
the completion of the amalgamation, each outstanding share in ZIM Technologies
would be exchanged for one share of our common stock. We currently expect that
the shareholders of ZIM Technologies 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 Technologies' 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 reincorporate in Canada by merging into a wholly owned
subsidiary of ZIM Corporation, a Canadian company formed by Private Capital; and

      (b) A second wholly owned subsidiary of ZIM Corporation would amalgamate
with ZIM Technologies.

TERMS OF AMENDED AND RESTATED ACQUISITION AGREEMENT

      The following is a summary of the material terms of the Amended and
Restated Acquisition Agreement. This summary is qualified in its entirety by
reference to the Amended and Restated Acquisition Agreement.

Overview of the Amended and Restated Acquisition Agreement

      The Amended and Restated Acquisition Agreement has been executed by
Private Capital, ZIM Corporation, ZIM Technologies, and the principal
shareholders of Private Capital. This Agreement contains representations and
covenants from the parties regarding the proposed transaction.

Representations and Warranties of ZIM Technologies

      The Amended and Restated Acquisition Agreement contains representations
and warranties made by ZIM Technologies to Private Capital and ZIM Corporation.
These representations and warranties relate to:

      -     the due organization, valid existence and good standing of ZIM
            Technologies and its subsidiaries.

      -     the capitalization of ZIM Technologies.
<PAGE>
      -     the corporate power and authority of ZIM Technologies to execute and
            deliver the Amalgamation Agreement and consummate the transactions
            contemplated by the Amended and Restated Acquisition Agreement.

      -     the enforceability of the Amalgamation Agreement against ZIM
            Technologies.

      -     the receipt by ZIM Technologies of all required governmental
            approvals necessary for ZIM Technologies to consummate the
            transactions contemplated by the Amended and Restated Acquisition
            Agreement.

      -     the absence of any violation by ZIM Technologies, as a result of the
            performance of the Amended and Restated Acquisition Agreement, of
            ZIM Technologies' organizational documents, material contracts or
            applicable law.

      -     ZIM Technologies' receipt of all licenses and permits required by
            ZIM Technologies to conduct its business.

      -     ZIM Technologies' compliance with applicable laws and regulations.

      -     ZIM Technologies' payment of taxes.

      -     the preparation of ZIM Technologies' financial statements in
            accordance with Canadian generally accepted accounting principles
            and the fair presentation of ZIM Technologies' financial condition
            and results of operations and ZIM Technologies' financial
            statements.

      -     ZIM Technologies' ownership of its property and assets.

      -     disclosure of liabilities of ZIM Technologies.

      -     the absence of litigation involving ZIM Technologies.

      -     the material contracts of ZIM Technologies and ZIM Technologies'
            compliance with these contracts.

      -     the absence of material changes and events affecting ZIM
            Technologies from May 31, 2002 through the date of the Amended and
            Restated Acquisition Agreement.

      -     the ownership by ZIM Technologies of intellectual property necessary
            to operate its business and the absence of claims against ZIM
            Technologies with respect to its intellectual property.

      -     ZIM Technologies' maintenance of appropriate books and records.

      -     the compliance by ZIM Technologies' employee benefit plans with
            applicable rules and regulations.

      -     the absence of undisclosed transactions between ZIM Technologies and
            its affiliates.

      -     the absence of ZIM Technologies' engagement of any investment banker
            or finder with respect to the acquisition.

      -     the absence of any misleading statements by ZIM Technologies with
            respect to its representations and warranties.
<PAGE>
Representations and Warranties of Private Capital and ZIM Corporation

   The Amended and Restated Acquisition Agreement contains representations and
warranties made by Private Capital and ZIM Corporation to ZIM Technologies.
These representations and warranties relate to:

      -     the due organization, valid existence and good standing of Private
            Capital and ZIM Corporation.

      -     the capitalization of Private Capital and ZIM Corporation.

      -     the corporate power and authority of Private Capital and ZIM
            Corporation to execute and deliver the Amended and Restated
            Acquisition Agreement and consummate the transactions contemplated
            by the Amended and Restated Acquisition Agreement.

      -     the enforceability of the Amended and Restated Acquisition Agreement
            against Private Capital and ZIM Corporation.

      -     the receipt by Private Capital and ZIM Corporation of all required
            governmental approvals necessary for Private Capital and ZIM
            Corporation to consummate the transactions contemplated by the
            Amended and Restated Acquisition Agreement.

      -     the absence of any violation by Private Capital and ZIM Corporation,
            as a result of the performance of the agreement, of Private
            Capital's and ZIM Corporation's organizational documents, material
            contracts or applicable law.

      -     Private Capital's and ZIM Corporation's compliance with applicable
            laws and regulations.

      -     the preparation of Private Capital's financial statements in
            accordance with United States generally accepted accounting
            principles and ZIM Corporation's statements in accordance with
            Canadian generally accepted accounting principles and the fair
            presentation of Private Capital's and ZIM Corporation's financial
            condition and results of operations and Private Capital's and ZIM
            Corporation's financial statements.

      -     the accuracy and completeness of filings made by Private Capital and
            ZIM Corporation with the Securities and Exchange Commission.

      -     the absence of litigation involving Private Capital and ZIM
            Corporation.

      -     the absence of material changes and events affecting Private Capital
            and ZIM Corporation from May 31, 2001 through the date of the
            Amended and Restated Acquisition Agreement.

      -     the absence of ZIM Technologies' engagement of any investment banker
            or finder with respect to the amalgamation.

      -     the absence of any misleading statements by ZIM Technologies with
            respect to its representations and warranties.


Additional Representations and Warranties of Certain Private Capital
Shareholders

      The Amended and Restated Acquisition Agreement also contains
representations and warranties from Private Capital's principal shareholders to
ZIM Technologies relating to:

      -     their ownership of Private Capital shares.

      -     their power and authority to enter into the Amended and Restated
            Acquisition Agreement.
<PAGE>
      -     the absence of any breach by them of any material agreement as a
            result of their execution, delivery and performance of the Amended
            and Restated Acquisition Agreement.

      -     their receipt of any required governmental approvals to be obtained
            by them with respect to the transactions contemplated by the Amended
            and Restated Acquisition Agreement.

Covenants of ZIM Technologies

      The Amended and Restated Acquisition Agreement provides that ZIM
Technologies and its subsidiaries will conduct their operations in the ordinary
and usual course from the date of the Amended and Restated Acquisition Agreement
through the closing of the amalgamation. In addition, ZIM Technologies agreed it
would not undertake any of the following actions without Private Capital's prior
consent:

      -     purchase or redeem any of its outstanding shares or capital stock or
            securities convertible into its outstanding shares.

      -     declare or pay any dividends or distributions on any shares of its
            capital stock.

      -     authorize, recommend or enter into a letter of intent in respect to
            any acquisition, consolidation or business combination, or any
            amalgamation of assets or securities, any disposition of assets or
            securities, or any change in its capitalization, except for certain
            planned transactions.

      -     take any action which would make any of ZIM Technologies'
            representations or warranties untrue.

      -     enter into any material agreement other than the ordinary course of
            business.

      -     agree to take any of the foregoing actions.


Covenants of Private Capital and ZIM Corporation

      The Amended and Restated Acquisition Agreement provides that Private
Capital and ZIM Corporation will conduct their operations in the ordinary and
usual course from the date of the Amended and Restated Acquisition Agreement
through the closing of the amalgamation. In addition, Private Capital and ZIM
Corporation agreed they would not undertake any of the following actions without
ZIM Technologies' prior consent:

      -     issue or sell any shares of Private Capital and ZIM Corporation or
            any securities convertible into such shares.

      -     purchase or redeem any of its outstanding shares or capital stock or
            securities convertible into its outstanding shares.

      -     declare or pay any dividends or distributions on any shares of its
            capital stock.

      -     authorize, recommend or enter into a letter of intent in respect to
            any acquisition, consolidation or business combination, or any
            amalgamation of assets or securities, any disposition of assets or
            securities, or any change in its capitalization, except for certain
            planned transactions.

      -     take any action which would make any of Private Capital's and ZIM
            Corporation's representations or warranties untrue.

      -     enter into any material agreement other than the ordinary course of
            business.

      -     agree to take any of the foregoing actions.
<PAGE>
Reasonable Efforts Covenant

      The parties agreed to use reasonable efforts to take or cause to be taken
all actions necessary, proper, and advisable under applicable laws and
regulations to consummate or make effective the transactions contemplated by the
Amended and Restated Acquisition Agreement.

Non-Solicitation Covenant of ZIM Technologies

      ZIM Technologies agreed on behalf of itself and its officers, directors
and affiliates that it would not initiate contact with, solicit or encourage any
inquiry or proposal by or enter into discussions with or disclose directly or
indirectly information not customarily disclosed to the public concerning its
business and properties or afford access to the books and records of ZIM
Technologies to any corporation, partnership, person or other entity or group in
connection with any possible acquisition proposed regarding a sale of ZIM
Technologies' capital stock or an amalgamation, consolidation, sale of all or
substantially all of its assets or any similar transaction, other than certain
planned transactions listed in the Amended and Restated Acquisition Agreement.

Fees and Expenses

      The Amended and Restated Acquisition Agreement provides that if the
amalgamation is completed, Cooper Consultants, Inc. will utilize funds provided
by ZIM Technologies to pay all of the costs and expenses incurred by Private
Capital in connection with the completion of the amalgamation and the related
transactions, including fees and disbursements of counsel and accountants.
Additionally, if the amalgamation is completed, ZIM Technologies will pay all
expenses incurred by Private Capital in connection with the amalgamation.

Joint Conditions to the Completion of the Amalgamation

      The obligations of Private Capital and ZIM Corporation to complete the
amalgamation are subject to fulfillment of the following conditions prior to the
closing of the amalgamation:

      -     The fulfillment of all statutory requirements for the consummation
            of the amalgamation and the receipt of all governmental approvals.

      -     The absence of any order, decree or injunction of any court of
            competent jurisdiction restraining and preventing the amalgamation
            or otherwise materially and adversely affecting the amalgamation.

      -     The absence of any investigation, action, suit or proceeding by any
            governmental entity or any other person which challenges or might
            reasonably be expected to result in the challenge to the
            transactions contemplated by the Amended and Restated Acquisition
            Agreement or which claims or might reasonably be expected to give
            rise to claim for damages as a result of the transactions
            contemplated by the agreement.

      As of the date of this Joint Proxy Statement and Prospectus, ZIM
Corporation is not aware of any reason why the foregoing conditions will not be
fulfilled at the time of the proposed closing of the amalgamation.

Conditions to the Obligations of Private Capital and ZIM Corporation

      The obligations of Private Capital and ZIM Corporation to complete the
acquisition are subject to the fulfillment of the following conditions prior to
the closing of the amalgamation:

      -     The performance by ZIM Technologies and certain ZIM Technologies
            shareholders of their obligations under the Amalgamation Agreement.

      -     The accuracy of the representations and warranties of ZIM
            Technologies and the ZIM Technologies shareholders under the Amended
            and Restated Acquisition Agreement.
<PAGE>
      -     The absence of any action, suit or proceeding pending against ZIM
            Technologies or its subsidiaries which, could reasonably be expected
            to have a material adverse effect on ZIM Technologies and its
            subsidiaries.

      -     The delivery of an opinion letter from counsel to ZIM Technologies
            in form and substance satisfactory to Private Capital.

      -     The completion by ZIM Technologies and its shareholders of all
            corporate proceedings in a manner satisfactory to Private Capital
            and its counsel.

      -     The absence of any material adverse change in the business, assets
            or financial condition or operation of ZIM Technologies and its
            subsidiaries.

Conditions of Obligations of ZIM Technologies

      The obligations of ZIM Technologies to consummate the amalgamation are
subject to the fulfillment of the following conditions prior to the closing of
the amalgamation:

      -     The performance by Private Capital and ZIM Corporation of their
            obligations under the Amended and Restated Acquisition Agreement.

      -     The accuracy of the representations and warranties of Private
            Capital and Private Capital shareholders under the Amended and
            Restated Acquisition Agreement.

      -     The absence of any action, suit or proceeding pending against
            Private Capital and/or ZIM Corporation which, could reasonably be
            expected to have a material adverse effect on Private Capital and/or
            ZIM Corporation.

      -     The delivery of an opinion letter from counsel to Private Capital
            and ZIM Corporation in form and substance satisfactory to ZIM
            Technologies

      -     The completion by Private Capital, ZIM Corporation and their
            respective shareholders of all corporate proceedings in a manner
            satisfactory to ZIM Technologies and its counsel.

      -     The absence of any material adverse change in the business, assets
            or financial condition or operation of Private Capital and ZIM
            Corporation.

      -     The absence of any material changes in the liabilities in Private
            Capital and ZIM Corporation.

Survival of Representations and Warranties

      The representations and warranties of the parties will survive the closing
of the amalgamation and will terminate on the second anniversary date of the
closing date, provided that nothing in the reincorporation merger and
amalgamation will be deemed to limit any right or remedy of any party for
criminal activity or fraud.

Indemnification

      Private Capital, ZIM Corporation and ZIM Technologies each agreed to
indemnify the other and their shareholders who were parties to the Amended and
Restated Acquisition Agreement for any damages which they might incur as a
result of their breach of any of their representations or warranties or any of
their agreements contained in the Amended and Restated Acquisition Agreement.
Additionally, Private Capital shareholders who are parties to the Amended and
Restated Acquisition Agreement agree to indemnify ZIM Technologies, Private
Capital and ZIM Corporation, respectively, for any damages suffered by them as a
result of any breach of their
<PAGE>
representations or warranties or any of their agreements contained in the
Amended and Restated Acquisition Agreement.

Termination

      The Amended and Restated Acquisition Agreement may be terminated at any
time prior to the closing of the amalgamation under the following circumstances:

            -     By mutual written consent of Private Capital and ZIM
                  Technologies.

            -     By Private Capital or by ZIM Technologies if any of the
                  conditions for their benefit are not satisfied in a timely
                  basis or become impossible to satisfy.

            -     By ZIM Technologies, if there has been a material breach of
                  the agreement on the part of Private Capital or Private
                  Capital's shareholders which is not cured within ten days of
                  notice from ZIM Technologies.

            -     By Private Capital, if there has been a material breach of the
                  agreement on the part of ZIM Technologies which is not cured
                  within ten days after notice from Private Capital.

            -     By ZIM Technologies or Private Capital, if the amalgamation
                  has not been closed before June 15, 2003, provided that the
                  right to terminate the agreement is not available to any party
                  if that parties breach of any representation, warranty or
                  agreement contained in the Amended and Restated Acquisition
                  Agreement has been the cause of or resulted in the failure of
                  the closing to occur on or before that date.

            -     By ZIM Technologies or Private Capital, if there shall be a
                  final non-appealable order of a court of competent
                  jurisdiction in effect preventing the consummation of the
                  transactions contemplated by the Amended and Restated
                  Acquisition Agreement.

            -     By Private Capital or ZIM Technologies, if there shall be any
                  action taken or any statute, rule, regulation or order enacted
                  by any governmental entity which would make the consummation
                  of the transactions contemplated by the agreement illegal.

            -     By ZIM Technologies or Private Capital, if there shall be any
                  action taken or any statute, rule, regulation or order enacted
                  by any governmental entity which would render ZIM Technologies
                  or Private Capital unable to consummate the transactions
                  contemplated by the Amended and Restated Acquisition
                  Agreement.

Effect of Termination

      In the event of termination of the Amended and Restated Acquisition
Agreement, the Amended and Restated Acquisition Agreement shall become void and
there shall be no further liability on the part of Private Capital or ZIM
Technologies except that the confidentiality provisions of the Amended and
Restated Acquisition Agreement shall continue. Additionally, the reasonable
expenses incurred by ZIM Technologies shall be paid by Private Capital if the
Amended and Restated Acquisition Agreement has been terminated as a result of
Private Capital's breach of any of its representations, warranties and
covenants.

RISK FACTORS

      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 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
<PAGE>
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.

      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. 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 Technologies, we
will seek to acquire another target business. 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 Technologies.

      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.

Limited Ability to Evaluate Target Business' Management.
<PAGE>
      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 Combination.

      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
Technologies, 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:

      -     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;

      -     Availability of a transaction exemption from registration pursuant
            to the Securities Act for the business combination;

      -     The availability of a transaction exemption from registration

      -     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;

      -     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.
<PAGE>
      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.

      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.

      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
<PAGE>
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 Technologies, 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.

      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
<PAGE>
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.

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.
<PAGE>
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. DESCRIPTION OF PROPERTY

      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.

                                     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 July 31, 2002 there were approximately 20 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 undertaken 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 Technologies 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, 2002, 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
<PAGE>
Technologies will be paid by ZIM Technologies, up to a maximum of $352,000.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Our financial statements are set forth at the end of this report.

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

      None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

      The following tables sets forth certain information with respect to our
sole director and executive officer.

<TABLE>
<CAPTION>
NAME            AGE     POSITION
----            ---     --------
<S>             <C>     <C>
Stuart Cooper   57      President, Secretary, Treasurer, and Director
</TABLE>

      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

      Pursuant to Section 16 of the Exchange Act, the Company's director and
executive officer and beneficial owners of more than 10% of the Company's Common
Stock are required to file certain reports, within specified time periods,
indicating their holdings of and transactions in the Common Stock and derivative
securities. Based solely on a review of such reports provided to the Company and
written representations from such persons regarding the necessity to file such
reports, the Company is not aware of any failures to file reports or report
transactions in a timely manner during the Company's fiscal year ended July 31,
2002.

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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

      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
<PAGE>
percent (5%) of our common stock:

      The following table sets forth, as of July 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 July 31, 2002. Unless
otherwise indicated, the persons listed have sole voting and investment power
over the shares beneficially owned.

<TABLE>
<CAPTION>
                                                           SHARES
                                 POSITIONS WITH THE        BENEFICIALLY
NAME                             COMPANY                   OWNED           PERCENTAGE
----                             -------                   -----           ----------
<S>                              <C>                       <C>             <C>
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               430,000            28.0%
c/o PriceWaterhouseCoopers Ltd.
Abacus House
Providenciales
Turks & Caicos Islands
BWI
</TABLE>

(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, are held of record by
      Pasadena Investments Ltd.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      None.

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

<TABLE>
<S>    <C>
2.1    Reincorporation Merger Agreement (1)

2.2    Amended and Restated Acquisition Agreement dated as of May 29,
       2002 by and among Private Capital Investors, Inc. and ZIM
       Technologies International, Inc.  (2)

2.3    Form of Amalgamation Agreement by and among ZIM Corporation,
       PCI-ZTI Canada, Inc. and ZIM Technologies International, Inc. (3)

99.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
       2002 (4)
</TABLE>
<PAGE>
----------

      (1)   Incorporated herein by reference to Annex A of the Joint Proxy
            Statement and Prospectus filed by ZIM Corporation, a wholly owned
            subsidiary of the Company, with the United States Securities and
            Exchange Commission on November 1, 2002.

      (2)   Incorporated herein by reference to Annex B of the Joint Proxy
            Statement and Prospectus filed by ZIM Corporation, a wholly owned
            subsidiary of the Company, with the United States Securities and
            Exchange Commission on November 1, 2002.

      (3)   Incorporated herein by reference to Annex C of the Joint Proxy
            Statement and Prospectus filed by ZIM Corporation, a wholly owned
            subsidiary of the Company, with the United States Securities and
            Exchange Commission on November 1, 2002.

      (4)   Filed herewith

ITEM 14. CONTROLS AND PROCEDURES

      As required by SEC rules, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures within 90 days of
the filing of this annual report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer. Based on this
evaluation, these officers have concluded that the design and operation of our
disclosure controls and procedures are effective. There were no significant
changes to our internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their evaluation.

      Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
<PAGE>
                        PRIVATE CAPITAL INVESTORS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                 JULY 31, 2002
<PAGE>
               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, 2002 and the
related statements of operations, stockholders' equity and cash flows for the
years ended July 31, 2002 and 2001. 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, 2002, and the results of its operations and its cash
flows for the years ended July 31, 2002 and 2001 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
October 7, 2002

                                      F-1
<PAGE>
                          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
<PAGE>
                        PRIVATE CAPITAL INVESTORS, INC.
                         (A Development Stage Company)

                                 BALANCE SHEET

                                 JULY 31, 2002

<TABLE>

<S>                                                                       <C>
                                     ASSETS

Current Assets:
    Cash                                                                  $  600
                                                                          ------
      Total assets                                                        $  600
                                                                          ======


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities                                                                   --
                                                                          ------

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
                                                                          ======
</TABLE>

                       See notes to financial statements.

                                      F-3
<PAGE>
                         PRIVATE CAPITAL INVESTORS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                             Year             Year
                                                            Ended             Ended           Cumulative
                                                           July 31,          July 31,           from
                                                             2002              2001           Inception
<S>                                                       <C>               <C>               <C>
Revenue                                                   $       --        $       --        $       --

Costs and Expenses:
   Organization costs                                             --                --             9,400
                                                          ----------        ----------        ----------
Net Loss                                                  $       --        $       --        $   (9,400)
                                                          ==========        ==========        ==========


Weighted Average Number of Common Shares Outstanding       1,535,455         1,535,455
                                                          ==========        ==========
Net Loss Per Share                                        $       --        $       --
                                                          ==========        ==========
</TABLE>

                       See notes to financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

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

                       STATEMENTS OF STOCKHOLDERS' EQUITY

             FROM INCEPTION (AUGUST 6, 1999) THROUGH JULY 31, 2002



                                                                                                             Deficit
                                                                                                           Accumulated
                                                           Per                               Additional    During the
                                                          Share          Common Stock         Paid-In      Development
                                                         Amounts      Shares       Amount     Capital         Stage        Total
                                                         -------      ------       ------     -------         -----        -----
<S>                                                      <C>        <C>          <C>         <C>           <C>            <C>
Inception (August 6, 1999) to July 31, 2000:
   Shares issued for cash                                $ 0.007       153,545      $ 153       $ 847             $ -     $1,000
   Shares issued for services                              0.007     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

Net Loss - Year Ended July 31, 2001                                         -          -           -               -          -
                                                                    ---------    -------     -------         --------     -----

Balance, July 31, 2001                                               1,535,455      1,535       8,465          (9,400)       600

Net Loss - Year Ended July 31, 2002                                         -          -           -               -          -
                                                                    ---------    -------     -------         --------     -----
Balance, July 31, 2002                                              1,535,455    $ 1,535     $ 8,465         $ (9,400)    $ 600
                                                                    =========    =======     =======         ========     =====
</TABLE>

                       See notes to financial statements.

                                      F-5
<PAGE>
                        PRIVATE CAPITAL INVESTORS, INC.
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                         Year         Year
                                                        Ended         Ended        Cumulative
                                                       July 31,      July 31,        from
                                                         2002          2001        Inception
                                                         ----          ----        ---------
<S>                                                    <C>           <C>           <C>
Cash Flows from Operating Activities:
    Net loss                                           $     --      $     --      $ (9,400)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Decrease in accounts payable                         --          (400)           --
                                                       --------      --------      --------
           Cash used in operating activities                 --          (400)       (9,400)

Cash Flows from Financing Activities:
    Proceeds from issuance of common stock                   --            --        10,000
                                                       --------      --------      --------

Net Increase (Decrease) in Cash                              --          (400)          600

Cash, Beginning                                             600         1,000            --
                                                       --------      --------      --------

Cash, Ending                                           $    600      $    600      $    600
                                                       ========      ========      ========
</TABLE>

                       See notes to financial statements.

                                      F-6
<PAGE>
                        PRIVATE CAPITAL INVESTORS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

                                 JULY 31, 2002

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, 2002, 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, 2002, 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. No provision
            for income taxes was necessary for the year ended July 31, 2002.

      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 retroactively reflect the stock split (see Note 6).

                                      F-7
<PAGE>
                        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, 2002. Share
            amounts have been adjusted retroactively to reflect the stock split
            in 2001 (see Note 6).

      RECENTLY ISSUED ACCOUNTING STANDARDS

            In August 2001, the FASB issued SFAS No. 144, "Accounting for the
            Impairment or Disposal of Long-Lived Assets." This statement
            provides a single comprehensive accounting model for impairment of
            long-lived assets and discontinued operations. SFAS 144 will become
            effective in the first quarter of fiscal 2003. The Company believes
            that adoption of this statement will not have a significant impact
            on the results of operations or financial position of the Company.

            In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB
            Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13,
            and Technical Corrections as of April 2002." Adoption of the
            standard is generally required in the fiscal year beginning after
            May 15, 2002, with certain provisions becoming effective for
            financial statements issued on or after May 15, 2002. Under the
            standard, transactions currently classified by the Company as
            extraordinary items will no longer be treated as such but instead
            will be reported as other non-operating income or expenses. The
            Company adopted SFAS 145 on July 1, 2002 and the adoption of SFAS
            145 did not have a material impact on the Company's financial
            position or results of operations.

            In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
            Associated with Exit or Disposal Activities." This statement
            addresses financial accounting and reporting for costs associated
            with exit or disposal activities. SFAS 146 will become effective in
            the third quarter of fiscal 2003. 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.

                                      F-8
<PAGE>
                        PRIVATE CAPITAL INVESTORS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


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 $9,400 at July 31, 2002. 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 reincorporating
      and merger and subsequent amalgamation with an operating company (see Note
      3).

NOTE 3. PROPOSED TRANSACTION

      On May 29, 2002, the Company and ZIM Corporation (ZIM) entered into a
      Reincorporating and Merger Agreement (the "Agreement"). Under the terms of
      the Agreement, PCI Merge, Inc., a proposed newly formed subsidiary of ZIM,
      will merge with and into the Company. The separate corporate existence of
      PCI Merge, Inc. will cease and ZIM will be the surviving corporation. Each
      previously outstanding share of PCI Merge, Inc. common stock will be
      converted into one share of ZIM common stock and each previously
      outstanding share of the Company's common stock will be converted into one
      ZIM common share. The previously outstanding ZIM common shares will be
      canceled. As a result of the foregoing, upon consummation of the
      reincorporation merger, the Company will become a wholly owned subsidiary
      of ZIM, and the current shareholders of the Company will own an estimated
      1,535,455 shares of the total outstanding ZIM common shares. For
      accounting purposes, the assets and liabilities of ZIM and its
      subsidiaries on a consolidated basis immediately after the consummation of
      the reincorporation merger will be substantially identical to the assets
      and liabilities of the Company and its subsidiaries on a consolidated
      basis immediately prior to the reincorporation merger.

      The reincorporation merger will become effective upon:

      1.    The approval of the reincorporation merger agreement by the
            shareholders of ZIM Corporation and PCI Merge, Inc.;
      2.    The approval of the amalgamation by the shareholders of ZIM
            Technologies;
      3.    The delivery of a duly executed and verified certificate of merger
            to the Secretary of State of the State of Florida; and
      4.    The satisfaction or waiver of the other conditions as defined in the
            agreement.

      Shortly after the reincorporation merger described above, ZIM under an
      amalgamation agreement with Zim Technologies International, Inc. (ZTI), a
      Canadian operating company, will amalgamate and ZTI will become a wholly
      owned subsidiary of ZIM.

                                      F-9
<PAGE>
                        PRIVATE CAPITAL INVESTORS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                  (Continued)


NOTE 3. PROPOSED TRANSACTION (Continued)

      ZTI has agreed to pay the costs in connection with the proposed
      transaction up to the amount of $352,000.

      The completion of the proposed transactions 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:

<TABLE>
<Caption>
                                                                          2002
                                                                         ------
<S>                                                                      <C>
Deferred tax assets:
  Organization cost                                                      $ 3,760
  Less valuation allowance                                                 3,760
                                                                         -------
                                                                         $    --
                                                                         =======
</TABLE>

      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 years ended July 31, 2002, 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, 2002.

      EMPLOYMENT CONTRACTS

            At July 31, 2002, the Company was not a party to any employment
            agreements.

      LEGAL

            At July 31, 2002, the Company was not a party to legal proceedings.

                                      F-10
<PAGE>
                        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, 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 additional
            paid-in capital account to the common stock account.

                                      F-11
<PAGE>
                                   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 12th day of November, 2002.

                                    Private Capital Investors, Inc.


                                    By:     /s/ Stuart D. Cooper
                                         ---------------------------------------
                                             Stuart D. Cooper, President
                                             and Chief Financial Officer
                                             (Principal Executive Officer
                                             and Principal Financial 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 and on
the dates indicated.

<TABLE>
<CAPTION>
           Name                          Title                      Date
           ----                          -----                      ----
<S>                             <C>                           <C>
  /s/ Stuart D. Cooper          President and Chief           November 12, 2002
-----------------------         Financial Officer
    Stuart D. Cooper            (Principal Executive
                                Officer and Principal
                                Financial Officer)
</TABLE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                               ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Private Capital Investors, Inc., a
Florida corporation (the "Company"), on Form 10-KSB for the period ended July
31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Stuart D. Cooper, President and Chief Financial Officer of
the Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) and 15(d)
of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

/s/Stuart D. Cooper
---------------------
Stuart D. Cooper
President and Chief Financial Officer
November 13, 2002