U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee  Required] For the fiscal year ended  December 31, 2000  Commission
file Number 33-6859-D

          Colorado                                   84-0827610
--------------------------------           ----------------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                Identification Number)

         1500 Cherry Street           Louisville, CO      80027
        -------------------------------------------------------
        (Address of principal executive offices)      (Zip Code)

                                 (303) 666-9400
               -------------------------------------------------
              (Registrant's telephone number including area code)


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

Securities  registered  pursuant  to  Section  12(b)  of the  Act:  None.
Securities  registered  pursuant to Section 12(g) of the Act: None.

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 []No

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this form 10-KSB. []

The issuer's  revenues for its most recent  fiscal year ended  December 31, 2000
were $6,149,600.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  (based on the  average  of bid and ask price on March 15,  2001) was
approximately $522,200.

As of March 15,  2001,  the  number of shares  outstanding  of the  registrant's
common stock, no par value, $.10 stated value was 344,523.

Transitional Small Business Disclosure Format:
                                  [] Yes [] No

                       Documents Incorporated By Reference
                                      None.


<PAGE>

                                     PART I

Item 1.  Business

Introduction:  The statements  contained in this Form 10-KSB that are not purely
historical  are  forward  looking  statements  within  the  meaning  of  federal
securities  laws,  including  statements  regarding the Company's  expectations,
hopes,  intentions  or  strategies  regarding  the future.  All forward  looking
statements  included in this document are based on information  available to the
Company on the date hereof,  and the Company assumes no obligation to update any
such forward  looking  statements.  It is  important to note that the  Company's
actual  results  could  differ  materially  from those in such  forward  looking
statements.

ZEON Corporation  (formerly Data Display Corporation) was incorporated under the
laws of the State of Colorado on September 19, 1980.

The Company operates in a single industry segment: sign manufacturing.

The  Company  is  engaged  entirely  in the  manufacture  and  sale of neon  and
fluorescent  backlit  illuminated signs and related  products.  In May 1995, the
Company sold its Electronic  Display  Division to Colorado Time System,  Inc., a
Colorado Company in the electronic  display business.  The Company recognized an
one-time gain on the sale of this Division's assets of approximately  $44,000 in
1995.

The Company  entered  into the neon glass  tubebending  business in July 1988 by
acquiring  the assets of a local  neon  business.  The  Company  converted  this
business from a wholesale operation (primarily forming neon tubes for local sign
companies) to a volume production shop,  manufacturing  finished neon window and
interior signs for national accounts.

At the June 1994  stockholders'  meeting,  a 1-for-100  reverse  stock split was
approved.  The reverse  stock split  changed the  outstanding  stock shares from
35,334,711 to 353,384.

As of December 31, 2000, the Company had 31 full-time employees.

The following sets forth sales revenue from unaffiliated customers:

                                               Sales

                           2000             $6,149,600
                           1999             $3,014,900
                           1998             $2,865,800
<PAGE>

Manufacturing.  The Company manufactures its neon window signs at its facilities
in Louisville,  Colorado.  The Company began importing neon signs  components in
1999, and began  subcontracting  completed sign products to offshore  suppliers.
The  Company  expects  to  increase  the use of these  offshore  resources  as a
compliment to its internal production capacity.

The neon signs are  composed  of  phosphor-coated  hollow  glass  tubes that are
heated to a molten  state and formed into  letters or designs.  The formed tubes
are then filled with neon or argon gas to achieve the desired colors.  The glass
is then mounted onto a  thermal-formed  plastic  backpanel and  illuminated by a
high-voltage transformer that is attached to the back of the sign. The materials
and components are all readily available from multiple sources.

Markets.  The Company markets primarily to the national  chain/franchise  market
for point-of-purchase  products and logo signs. The custom signs are used by our
customers as product/service promotion and customer name/brand recognition. ZEON
Corporation  also  markets  "generic"  signs,  such as OPEN  signs,  in  various
markets.  ZEON Corporation expanded its marketing in 1999 to attract high volume
neon sign customers, primarily in the beverage industry

Distribution.  The neon  products are marketed by the Company's  in-house  staff
through direct contact and presence at selected trade shows.  Independent  sales
representatives are also used as a selling channel.  Dealers are being used as a
distribution channel for the Zeon(R) Neo-grid(R) product line.

Competition.  The industry in which the Company  competes is highly  fragmented,
very competitive and primarily  characterized in all market segments with small,
privately held companies,  of a comparable  size and financial  strength as ZEON
Corporation.  The competition is primarily based on product quality, service and
price.

Developments.  In 2000, the Company continued development on a unique neon power
supply  design,  for  which  a  patent  was  granted  in  2000.  The  commercial
introduction  of the power  supply is expected  to be in late 2001.  The Company
spent  $236,600 and $154,500 for 2000 and 1999,  respectively,  for research and
product design development.

Product Warranty.  The components of the Company's products are warranted by the
Company as to material  and  workmanship  for a period of up to two years.  This
warranty  is similar in  duration  to the  warranty  provided  by the  Company's
competitors.  To date,  the  Company  has had no  extraordinary  material  costs
associated with warranty claims.
<PAGE>

Item 2. Properties.

The  Company  leases its primary  manufacturing  and office  facilities  from an
entity in which the Company's president is a 50% partner. During April 2000, the
Company  expanded into an additional  facility  located adjacent to the existing
facilities.  This  additional  facility is also owned by the entity in which the
Company's  president is a 50% partner.  The lease agreement  covering all of the
above facilities requires monthly payments of approximately  $17,520 and expires
March 2010 with a  five-year  option  period.  The  Company is  responsible  for
maintenance and operating costs.

The Company had an operating  lease  agreement  with an unrelated  party,  which
required  monthly  payments of  approximately  $6,200 through December 2000. The
Company had entered into a sublease  agreement  for this space with an unrelated
party through December 2000 at an initial monthly rate of approximately $10,700.
The operating lease and sublease agreements expired in December 2000.

Item 3. Legal Proceedings.

There are no legal proceedings pending against the Company.

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

There were no items  submitted  to a vote of  security  holders  during the last
quarter of the Company's fiscal year ended December 31, 2000.


<PAGE>



                                     PART II

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

The common stock of the Company is traded in the  over-the-counter  market.  SEC
regulations  regulate the  solicitation  procedures  for "penny stocks" and have
severely  curtailed the trading and  liquidity of ZEON  Corporation  shares.  In
addition,   the  National   Association  of  Security   Dealers   increased  the
requirements  for a NASDAQ  listing  which would  require  ZEON  Corporation  to
roughly quadruple in size before qualifying.  The following over-the-counter bid
quotations reflect inter-dealer prices,  without retail mark-up,  mark-down,  or
commission,  and may not necessarily  represent actual transactions.  Due to the
lack of trading activity in ZEON Corporation  stock, the quotes listed below may
not reflect accurate market values.  The following table sets forth the high and
low bid prices for the  periods  indicated  based on a sampling  of quotes  from
various market makers:

                                              High       Low
Fourth quarter ended December 31, 2000       $ 2.25     $ .78
Third quarter ended September 30, 2000         2.375     2.375
Second quarter ended June 30, 2000             NQ        NQ
First quarter ended March 31, 2000             NQ        NQ

Fourth quarter ended December 31, 1999         NQ        NQ
Third quarter ended September 30, 1999         NQ        NQ
Second quarter ended June 30, 1999             NQ        NQ
First quarter ended March 31, 1999             2.75      2.75

                                               NQ= no quote available

On March 15, 2001,  the closing bid and ask price of common stock of the Company
was $.78 and $2.25, respectively.

At March 15, 2001, there are  approximately  500  recordholders of the Company's
common stock.

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

Factors That May Affect Operating Results

The statements  contained in this Form 10-KSB that are not purely historical are
forward  looking  statements  within the  meaning of  federal  securities  laws,
including statements regarding the Company's expectations,  hopes, intentions or
strategies regarding the future. All forward looking statements included in this
document are based on  information  available to the Company on the date hereof,
and the  Company  assumes  no  obligation  to update  any such  forward  looking
statements.  It is important to note that the  Company's  actual  results  could
differ materially from those in such forward looking statements.
<PAGE>

Financial Condition

The  liquidity  of ZEON  Corporation  continues  to remain  adequate to meet the
Company's  obligations  with a current  ratio of 1.8 to 1 at December  31, 2000,
compared to a 2.5 to 1 at December 31, 1999. The 2000 current ratio declined due
to the line of credit balance ($344,211) existing at December 31, 2000,which was
needed for the increase in sales.

During 2000 and 1999,  the Company's line of credit and long-term debt financing
provided sufficient cash to cover operational and capital  expenditures.  During
2000, the Company borrowed and repaid  $2,439,605 and $2,255,429,  respectively,
on its line of credit and long-term  debt,  which provided most of the cash from
financing activities netting $183,594. Cash used in operating activities totaled
$140,295 in 2000. Cash used in investing  activities totaled $54,342 in 2000 and
was for the  purchase of factory  equipment,  which will add capacity and better
quality.

During 1999, the Company borrowed and repaid $313,311 and $99,027, respectively,
on its line of credit and long-term  debt,  which provided most of the cash flow
from financing activities netting $201,855.  During 1999, cash used in operating
activities  totaled  $189,994,  which  was  primarily  caused  by  increases  in
receivables and inventory to accommodate increased sales activity.  Cash used in
investing activity totaling $36,231 was for the purchase of factory equipment in
1999.

The  Company  experienced  over  the  past  twelve  months  significant  funding
requirements as new business expansion, related inventory demands and additional
facilities  occupancy costs were met. The Company  believes that during the next
twelve months, new business demands will continue to require significant funding
to address  new market  expansion  needs and to  purchase  related  inventories.
Capital  expenditures for 2001 are anticipated to be  approximately  $45,000 for
facility   improvements/expansion,   production  equipment  and  tooling.   Cash
generated by operating  activities,  cash and cash equivalents and the Company's
$1,000,000  bank line of credit  commitment will be sufficient for its near term
capital and operating needs.
<PAGE>

Results of Operations:

Results of Operations 2000 Compared to 1999

<TABLE>
<CAPTION>
                                                2000            1999
                                                ----            ----
<S>                                             <C>             <C>
Sales                                           $6,149,600      $3,014,900
Gross Profit Margin                                     28%             32%
Net Income                                      $  122,400      $   82,800
</TABLE>

The 2000  sales rose 104% over 1999,  due  mainly to  additional  sales from new
customers in the newly added  beverage  markets.  The gross profit decline of 4%
was primarily product mix (3%) and added  production/warehouse  facilities (1%).
With  additional  sales  from our new  beverage  customers,  inhouse  production
complimented by contract  suppliers was increased to meet the demand. The higher
volume incremental sales modestly lowered our overall gross profit margin.  With
future  sales  anticipated  in  beverage  market,  the  Company  will  strive to
streamline both production and warehouse operations to address the more modestly
margined business.

Operating Expenses increased from 2000's $1,549,700 to 1999's $927,600,  or 67%.
General and  Administrative  expenses increased by $262,100 from 2000's $714,100
to 1999's  $452,000.  The  additional  expenses  were salary  changes,  year-end
bonuses,  outside  consulting  and  loan  origination  fees  for  the  Company's
increased line of credit. The Company hired a professional  consultant to assist
in setting up systems and procedures to accommodate  the increased  beverage and
other point of sale business.  The Company also experienced  increased audit and
accounting  expenses due to the change of our auditors from BDO Seidman,  LLP to
Hein+ Associates.

Selling  Expenses  increased by $277,900 due to  commissions  on the  additional
beverage business and conventions expenses.

Research and  Development  Expense  increased by $82,100 over prior year levels.
Additional space costs,  compensation  and year-end  bonuses  contributed to the
increase.

Other  income/(expense)  decreased  from 1999's  $33,100 income to 2000's $2,944
expense.  Interest  incurred  from line of credit  advances  offset the sublease
income in 2000. Net interest expenses were $43,600 and $2,500 for years 2000 and
1999, respectively.

Recent Accounting Pronouncements

The  FASB  has  recently  issued  SFAS  No.  133,   "Accounting  for  Derivative
Instruments  and Hedging  Activities".  SFAS No. 133  established  standards for
recognizing all derivative instruments including those for hedging activities as
either  assets  or  liabilities  in the  statement  of  financial  position  and
measuring those  instruments at fair value. SFAS No. 133 is effective for fiscal
years  beginning after June 30, 1999.  Management  believes the adoption of this
statement  will  have  no  impact  on  the  Company's   consolidated   financial
statements.
<PAGE>

Year 2000 Effects

The Company did not experience any material  adverse  effects from the Year 2000
computer  problem.  The Company  purchased  replacement  software during 1999 to
address the Year 2000 issue for a total cost of $10,000.

ITEM 7. Financial Statements.

See the Financial  Statements of ZEON Corporation included herein and referenced
on the Index to Financial Statements set forth in Item 13 of this Form 10-KSB.

ITEM  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures.

None.

<PAGE>

                                    PART III

Item 9. Directors and Executive  Officers;  Compliance with Section 16(a) of the
Exchange Act.

<TABLE>
<CAPTION>

Name                     Age     Position (Director Since)
----                     ---     -------------------------

<S>                      <C>     <C>
T. Bryan Alu             50      President, CEO and Chairman of the Board (1980)

Alan M. Bloom            50      Executive VP, VP of Marketing,
                                 Secretary/Treasurer and Director (1980)

Ruel G. Routt            51      Corporate Controller

Jay R. Beyer             39      Director (1996)
</TABLE>


T. Bryan Alu has been  President,  Chief  Executive  Officer and Chairman of the
Board of  Directors  of the  Company  since  its  organization  in  1980.  He is
responsible for the general management of the Company,  as well as devoting time
to handling sales and marketing, as related to specific key accounts.

Alan M. Bloom has been Vice President of Marketing, Executive Vice President and
a Director on the Board since the Company's  organization in 1980. Mr. Bloom has
been Secretary of the Company since February 28, 1985 and Treasurer  since April
22, 1986.

Ruel G. (Jerry) Routt joined ZEON Corporation in December 1992. Prior to joining
the Company, Mr. Routt held various controller  positions with Honeywell,  Inc.,
Square D  Company  and  Fibrotek,  Inc.  Mr.  Routt is also a  certified  public
accountant having worked with Coopers and Lybrand.  Mr. Routt is responsible for
the financial and administrative controls and providing financial counsel to the
Company and its management.

Mr. Jay R. Beyer is an independent patent agent in Boulder,  Colorado practicing
in the areas of patent preparation and prosecution in the mechanical, electrical
and software  fields of technology.  From 1992 to 1994, he operated a company he
founded which introduced and marketed a patented portable trade show showcase of
his own  invention.  From 1984 to 1988,  Mr. Beyer also held various  managerial
positions with ZEON Corporation (formerly Data Display Corporation).

Since the Company Stock is not registered  under section 12 of the Exchange Act,
the Company is not subject to section 16a. of such Exchange Act.


<PAGE>


ITEM 10. Executive Compensation

The  following  table sets forth a summary of all  compensation  for each of the
last three calendar years with respect to the Company's Chief Executive  Officer
and the Company's Secretary-Treasurer.  All such compensation was in the form of
cash. No other officer of the Company has earned an annual compensation  greater
than  $100,000  annually  for any of the  periods  depicted.  The Company has no
long-term compensation plans.

                           Summary Compensation Table
<TABLE>
<CAPTION>

Name and Principal Position       Year      Salary    Bonus

<S>                               <C>     <C>        <C>
T. Bryan Alu,                     2000    $111,900   $104,000
  President, C.E.O.               1999     112,800        -0-
                                  1998     111,500      3,600

Alan M. Bloom,                    2000    $114,800   $ 28,800
  Secretary-treasurer, VP Sales   1999      93,700        -0-
  & Marketing                     1998      85,900        -0-
</TABLE>

On April 29,  1995,  the board of  directors  of the  Company  adopted  the ZEON
Corporation  Stock  Option  Plan  (the  "Plan").  The Plan was  approved  by the
stockholders  at the  Company's  annual  shareholder's  meeting held on June 21,
1995.  The Plan  allows  the board of  directors  of the  Company  to grant both
incentive  stock  options and options  which do not qualify as  incentive  stock
options to employees and directors of the Company. Thirty-five thousand (35,000)
shares of the  Company's  common  stock are  available  for the grant of options
pursuant to the Plan. The exercise price for each incentive stock option granted
shall be no less than 100% of the fair  market  value  (110% of the fair  market
value for employees  owning more than 10% of the Company's  common stock) of the
common  stock on the day the  option is  granted.  The  exercise  price for each
non-qualified  stock option granted under the Plan will be the price established
by the board of directors  which normally is expected to be no less than 100% of
the fair  market  value on the date the  option  is  granted.  As of the date of
filing this 10-KSB,  a total of 27,000  non-qualified  options have been granted
under the plan for officers and  employees  of the Company.  These  options were
granted on February 27, 1998, at an exercise price of $2.00 per share.  The fair
market of the 27,000  options  at the date of grant is valued at  $7,560.  As of
February 2001, all 27,000 options terminated without being exercised.

Effective July 1991 the Company adopted a directors'  compensation  plan whereby
directors  can be  compensated  with  restricted  common stock of the Company in
exchange for services  provided.  Shares issued are valued based upon the market
value of the stock as  determined  by the Company.  As of December 31, 2000,  no
shares have been issued under this plan.


<PAGE>




ITEM 11. Security Ownership of Certain Beneficial Owners and Management.

The  following  tables set forth certain  information  as of March 15, 2001 with
respect to the beneficial ownership of the Company's common stock by each person
known by the  Company to be the  beneficial  owner of more than 5 percent of its
outstanding  common stock,  by each  director and  executive  officer and by the
directors and  executive  officers of the Company as a group.  Unless  otherwise
indicated,  all shareholders  have sole voting and investment power with respect
to the shares beneficially owned.


                         No. Of Shares
                         Beneficially             Percentage
Name and Address           Owned                  Of Class

T. Bryan Alu             175,894 (1)                51.0%
727 8th Street
Boulder, CO  80302

Alan M. Bloom             22,033 (2)                 6.4%
6028 Flagstaff Road
Boulder, CO  80302

All Directors and        197,927                    57.4%
Executive Officers
as a Group (2)

(1) The amounts and  percentages  of shares  held by T. Bryan Alu  excludes  500
shares held by Dana and Tom Kennedy, his sister and brother-in-law,  as separate
property  over which T. Bryan Alu  exercises  no control  and has no  beneficial
ownership.

(2) The amounts and  percentages  of shares held by Alan M. Bloom  excludes  399
shares held by Hildred  Bloom,  his mother,  and 80 shares held by Andrew Bloom,
his brother,  as separate property over which Alan M. Bloom exercises no control
and has no beneficial ownership.

Item 12. Certain Relationships and Related Transactions.

The  Company  leases its primary  manufacturing  and office  facilities  from an
entity in which the Company's president is a 50% partner. During April 2000, the
Company  expanded into an additional  facility  located adjacent to the existing
facilities.  This  additional  facility is also owned by the entity in which the
Company's  president is a 50% partner.  The lease agreement  covering all of the
above facilities requires monthly payments of approximately  $17,520 and expires
March 2010 with a  five-year  option  period.  The  Company is  responsible  for
maintenance and operating costs.
<PAGE>

Item 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) (1) or (2) Index to Financial Statements

     The financial statements included in this Item are indexed on page F-1,
     "Index to Financial Statements".

(a) (3) [Numbered in accordance with Item 601 of Regulation S-B]

(3) Articles of incorporation and by-laws  (Incorporated by reference to Exhibit
3.1 and 3.2 to Form S-18 Registration which became effective September 10, 1986:
file #33-6859-D).

 - Amendments to articles of incorporation (Incorporated by reference to Exhibit
A to June 30, 1988 form 10-Q).

 - Amendments to articles of incorporation (Incorporated by reference to Exhibit
A to December 31, 1994 form 10-KSB).

(99) Stock Option Plan  (Incorporated  by reference to Exhibit B to December 31,
1994 form 10-KSB).

(b) Reports on form 8-K.

    There were no reports on Form 8-K filed for the quarter  ended  December 31,
2000.

(c) Financial data schedule 27.
<PAGE>


                                   Signatures

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

  ZEON CORPORATION

BY: /s/ T. Bryan Alu
    _____________________
    T. Bryan Alu
    Chairman of the Board, Director, Chief Executive Officer and President

DATE:    March 26, 2001

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

BY: /s/ T. Bryan Alu
    _____________________
    T. Bryan Alu
    Chairman of the Board, Director, Chief Executive Officer and President

DATE:    March 26, 2001

BY: /s/ Alan M. Bloom
    _____________________
    Alan M. Bloom
    Treasurer and Director

DATE:    March 26, 2001

BY: /s/ Ruel G. Routt
    _____________________
    Ruel G. Routt
    Corporate Controller

DATE:    March 26, 2001
<PAGE>


                                ZEON Corporation

                              Financial Statements
                               For the Years Ended
                           December 31, 2000 and 1999

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Independent Auditor's Report.................................................F-2

Balance Sheet - December 31, 2000............................................F-3

Statements of Income - For the Years Ended December 31, 2000 and 1999........F-4

Statements of Shareholders' Equity - For the Years
Ended December 31, 2000 and 1999..................           ................F-5

Statements of Cash Flows - For the Years Ended December 31, 2000 and 1999.. .F-6

Notes to Financial Statements................................................F-7

                                      F-1

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Directors
ZEON Corporation
Louisville, Colorado

We have  audited  the  accompanying  balance  sheet  of ZEON  Corporation  as of
December 31, 2000, and the related statements of income,  shareholders'  equity,
and cash flows for the years ended December 31, 2000 and 1999.  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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of ZEON Corporation as of December
31,  2000,  and the results of its  operations  and its cash flows for the years
ended  December  31,  2000 and  1999,  in  conformity  with  generally  accepted
accounting principles.

HEIN + ASSOCIATES LLP

Denver, Colorado
February 14, 2001


<PAGE>


                                ZEON CORPORATION

                                  BALANCE SHEET
                                DECEMBER 31, 2000

                                     ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS:
<S>                                                                                                      <C>
    Cash and cash equivalents                                                                            $     134,478
    Trade receivables, less allowance of $15,967 for possible losses                                           717,161
    Inventories                                                                                              1,022,963
    Prepaid inventory                                                                                          106,648
    Prepaid expenses and other                                                                                 147,373
                                                                                                         -------------
         Total current assets                                                                                2,128,623

PROPERTY AND EQUIPMENT:
    Machinery and equipment                                                                                    346,624
    Leasehold improvements                                                                                      61,306
    Vehicles                                                                                                    45,669
    Furniture and fixtures                                                                                       8,408
                                                                                                         -------------
                                                                                                               462,007

    Less accumulated depreciation and amortization                                                             312,750
                                                                                                         -------------

         Net property and equipment                                                                            149,257

OTHER ASSETS                                                                                                    26,649
                                                                                                         -------------

TOTAL ASSETS                                                                                             $   2,304,529
                                                                                                         =============



                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                                                                     $     648,181
    Accrued expenses                                                                                           188,514
    Customer deposits                                                                                           15,450
    Revolving line-of-credit                                                                                   344,211
    Current maturities of long-term debt                                                                        20,967
                                                                                                         -------------
         Total current liabilities                                                                           1,217,323

LONG-TERM DEBT, less current maturities                                                                         64,406
                                                                                                         -------------

TOTAL LIABILITIES                                                                                            1,281,729

COMMITMENTS (Note 4)

SHAREHOLDERS' EQUITY:
    Common stock, no par value; ($.10 stated value) 100,000,000 shares
    authorized; 344,523 outstanding                                                                             34,452
    Additional paid-in capital                                                                                 925,747
    Retained earnings                                                                                           62,601
                                                                                                         -------------
         Total shareholders' equity                                                                          1,022,800
                                                                                                         -------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                               $   2,304,529
                                                                                                         =============


</TABLE>

              See accompanying notes to these financial statements
                                      F-3
<PAGE>


                                ZEON CORPORATION

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                                           FOR THE YEARS ENDED
                                                                                              DECEMBER 31,
                                                                                   ------------------------------------

                                                                                        2000               1999
                                                                                   ----------------  ------------------

<S>                                                                                <C>               <C>
NET SALES                                                                          $    6,149,646    $     3,014,879

    Cost of sales                                                                       4,397,614          2,065,531
                                                                                   --------------    ---------------

GROSS PROFIT ON SALES                                                                   1,752,032            949,348

OPERATING EXPENSES:
    General and administrative                                                            714,123            451,965
    Selling                                                                               599,007            321,135
    Research and development                                                              236,599            154,480
                                                                                   --------------    ---------------
         Total operating expenses                                                       1,549,729            927,580
                                                                                   --------------    ---------------

INCOME FROM OPERATIONS                                                                    202,303             21,768

OTHER INCOME (EXPENSE):
    Interest, net                                                                         (43,587)            (2,524)
    Other income, net                                                                      40,643             35,632
                                                                                   --------------    ---------------
         Total other income (expense)                                                      (2,944)            33,108
                                                                                   --------------    ---------------

INCOME BEFORE INCOME TAXES                                                                199,359             54,876

INCOME TAX BENEFIT (EXPENSE)

    Current                                                                               (80,983)            (9,100)
    Deferred                                                                                4,000             37,000
                                                                                   --------------    ---------------
         Total income tax benefit (expense)                                               (76,983)            27,900
                                                                                   --------------    ---------------

NET INCOME                                                                         $      122,376    $        82,776
                                                                                   ==============    ===============

NET INCOME PER SHARE OF COMMON STOCK:
    (Basic and diluted)                                                            $          .36    $           .24
                                                                                   ==============    ===============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                344,592            348,125
                                                                                   ==============    ===============


</TABLE>


              See accompanying notes to these financial statements.

                                       F-4
<PAGE>






                                ZEON CORPORATION

                       STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                                     RETAINED
                                                        COMMON STOCK               ADDITIONAL        EARNINGS          TOTAL
                                                  -----------------------------    PAID-IN          (ACCUMULATED       SHAREHOLDERS'
                                                  SHARES         AMOUNT            CAPITAL           DEFICIT)          EQUITY
                                                  -------------  -------------    ---------------  -------------------  ------------



<S>                                               <C>          <C>                <C>           <C>            <C>
BALANCES, January 1, 1999                         349,137      $  34,913           $ 938,297    $ (142,551)    $   830,659
   Acquisition and retirement of common stock      (4,420)          (442)            (11,987)        -             (12,429)
   Net income                                       -              -                    -           82,776          82,776
                                                  -------      ---------           ---------    ----------     -----------
BALANCES, December 31, 1999                       344,717         34,471             926,310       (59,775)        901,006
   Acquisition and retirement of common stock        (194)           (19)               (563)        -                (582)
   Net income                                       -              -                    -          122,376         122,376
                                                  -------      ---------           ---------    ----------     -----------

BALANCES, December 31, 2000                       344,523      $  34,452           $ 925,747    $   62,601     $ 1,022,800
                                                  =======      =========           =========    ==========     ===========



</TABLE>


              See accompanying notes to these financial statements.
                                      F-5
<PAGE>



                                ZEON CORPORATION

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                             FOR THE YEARS ENDED
                                                                                                 DECEMBER 31,
                                                                                       ---------------------------------

                                                                                            2000              1999
                                                                                       ----------------  ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                    <C>               <C>
    Net income                                                                         $      122,376    $      82,776
    Adjustments to reconcile net income to net cash used in operating activities:
             Depreciation and amortization                                                     61,279           53,426
             Provisions for losses on trade receivables                                        15,500            9,000
             Provision for deferred income taxes                                               (4,000)         (37,000)
             Changes in operating assets and liabilities:
                 Trade receivables                                                           (265,341)        (112,712)
                 Inventories                                                                 (593,115)        (205,521)
                 Prepaid expenses and other                                                   (78,055)         (73,330)
                 Accounts payable                                                             487,474           64,798
                 Accrued expenses                                                             118,831           33,496
                 Customer deposits                                                             (5,244)          (4,927)
                                                                                       --------------    -------------
         Net cash used in operating activities                                               (140,295)        (189,994)
                                                                                       --------------    -------------

CASH FLOWS FROM INVESTING ACTIVITY:
    Purchase of property and equipment                                                        (54,342)         (36,231)
                                                                                       --------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from line-of-credit (LOC)                                                      2,362,815          313,311
    Payments on LOC                                                                        (2,239,415)         (92,500)
    Proceeds from long-term debt                                                               76,790                -
    Principal payments on long-term debt                                                      (16,014)          (6,527)
    Acquisition and retirement of common stock                                                   (582)         (12,429)
                                                                                       --------------    -------------
         Net cash provided by financing activities                                            183,594          201,855
                                                                                       --------------    -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                     (11,043)         (24,370)

CASH AND CASH EQUIVALENTS, beginning of year                                                  145,521          169,891
                                                                                       --------------    -------------

CASH AND CASH EQUIVALENTS, end of year                                                 $      134,478    $     145,521
                                                                                       ==============    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                                             $       51,545    $       5,431
                                                                                       ==============    =============
    Cash paid for income taxes                                                         $        8,700    $       5,786
                                                                                       ==============    =============
</TABLE>
             See accompanying notes to these financial statements.
                                      F-6


<PAGE>


                                ZEON CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
   ------------------------------------------------
   Organization - ZEON Corporation (the "Company") is engaged in the business of
   developing,  manufacturing  and  marketing  neon signs to  customers  located
   throughout the United States and Europe.

   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  reported  amounts of assets and
   liabilities  and disclosure of contingent  assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and expenses
   during  the  reporting  period.   Actual  results  could  differ  from  those
   estimates.

   Financial  Instruments and Credit Risk Concentration - Financial  instruments
   which  potentially  subject  the  Company to  concentrations  of credit  risk
   consist primarily of cash,  temporary cash investments and trade receivables.
   The Company invests  temporary cash in demand  deposits and interest  bearing
   money market accounts with financial institutions.  Such deposit accounts, at
   times, may exceed Federal insured limits. The Company has not experienced any
   losses in such accounts.  Concentrations of credit risk with respect to trade
   receivables are limited due to the large number of customers, generally short
   payment terms, and their dispersion  across  geographic areas. As of December
   31,  2000,  two  customers  made  up  39%  of  accounts  receivable.  Revenue
   concentrations for the years ended December 31, 2000 and 1999 was as follows:

        Customer                2000         1999
        --------               ------       ------
        A                         30%            -
        B                         15%            -
        C                          7%          20%
        D                          7%          13%
        E                          4%          12%
                               ------       ------
                                  63%          45%
                               ======       ======


   In 1999, the Company began purchasing parts from an overseas supplier.  These
   parts were used to fill  orders  obtained  from new  customers.  Of the total
   revenue for the years ended December 31, 2000 and 1999, approximately 57% and
   10%,  respectively,  were  from  customers  for  which  overseas  parts  were
   supplied.  Any  disruption  in the Company's  relationship  with the supplier
   could have an  adverse  impact on the  Company's  future  operating  results.
   Management  believes an alternative  supplier of the Company's products could
   be procured,  but there could be significant  delays in procuring products to
   fulfill sales commitments.

   Cash and Cash Equivalents - The Company  considers cash and all highly liquid
   investments purchased with an original maturity of three months or less to be
   cash equivalents.

   Inventories - Inventories are valued at the lower of cost or market.  Cost is
   determined  at  a  standard  cost,  which  approximates  the  same  value  as
   determined under the first-in, first-out method.

                                      F-7
<PAGE>

                                ZEON CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

   Property  and   Equipment  -  Property  and  equipment  is  stated  at  cost.
   Depreciation is computed over the estimated  useful lives of the assets using
   the   straight-line   method  generally  over  a  5-year  period.   Leasehold
   improvements are amortized on the straight-line method over the lesser of the
   lease term or the useful  life.  Expenditures  for ordinary  maintenance  and
   repairs are charged to expense as incurred.  Upon  retirement  or disposal of
   assets, the cost and accumulated depreciation are eliminated from the account
   and any gain or loss is reflected in the statement of operations.  For income
   tax purposes, depreciation is calculated using accelerated methods.

   Long-Lived  Assets - The Company  applies  SFAS No. 121,  Accounting  for the
   Impairment of Long-Lived  Assets.  Under SFAS No. 121,  long-lived assets and
   certain  identifiable  intangibles  are reported at the lower of the carrying
   amount or their estimated recoverable amounts.

   Revenue  Recognition - Sales are  generally  recorded in the periods in which
   products are shipped.

   Taxes on  Income  - The  Company  follows  the  provisions  of  Statement  of
   Financial  Accounting  Standards (SFAS) No. 109, Accounting for Income Taxes.
   Under SFAS No. 109, the Company's  policy is to provide deferred income taxes
   on  differences  between the financial  reporting and tax basis of assets and
   liabilities.

   Stock-Based  Compensation - As permitted  under the SFAS No. 123,  Accounting
   for  Stock-Based  Compensation,  the  Company  accounts  for its  stock-based
   compensation in accordance with the provisions of Accounting Principles Board
   (APB)  Opinion No. 25,  Accounting  for Stock Issued to  Employees.  As such,
   compensation  expense for  issuances  of equity  instruments  to employees is
   recorded  on the  date of  grant  only if the  current  market  price  of the
   underlying  stock exceeded the exercise  price.  Certain pro forma net income
   and EPS disclosures for employee stock option grants are also included in the
   notes to the  financial  statements as if the fair value method as defined in
   SFAS No.  123 had been  applied.  Transactions  in  equity  instruments  with
   non-employees  for goods or  services  are  accounted  for by the fair  value
   method.  The  Company  estimates  the fair value of each stock  option of the
   grant date by using the Black-Scholes option-pricing model.

   Income Per Share - The Company applies SFAS No. 128, Earnings Per Share. SFAS
   No. 128  provides for the  calculation  of "Basic" and  "Diluted"  income per
   share.  Basic  income per share  includes  no  dilution  and is  computed  by
   dividing  income  available to common  shareholders  by the weighted  average
   number of common shares outstanding for the period.  Diluted income per share
   reflects  the  potential  dilution  of  securities  that  could  share in the
   earnings  of an  entity.  At  December  31,  2000 and 1999,  9,000 and 18,000
   outstanding options were not included in diluted income per share because the
   exercise contingency had not been met. See Note 5 for further discussion.

   Comprehensive  Income -  Comprehensive  income is defined  as all  changes in
   stockholders' equity,  exclusive of transactions with owners, such as capital
   investments.  Comprehensive  income  includes net income,  changes in certain
   assets  and  liabilities  that  are  reported  directly  in  equity  such  as
   translation  adjustments on investments in foreign subsidiaries,  and certain
   changes in minimum pension  liabilities.  The Company's  comprehensive income
   was equal to its net  income for all  periods  presented  in these  financial
   statements.

                                      F-8
<PAGE>
                                ZEON CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

   Accounting  Pronouncements - The SFAS Board has recently issued SFAS No. 133,
   Accounting for Derivative  Instruments and Hedging  Activities.  SFAS No. 133
   established  standards for recognizing all derivative  instruments  including
   those for hedging activities as either assets or liabilities in the statement
   of financial position and measuring those instruments at fair value. SFAS No.
   133 is  effective  for  fiscal  years  beginning  after  December  31,  2000.
   Management believes the adoption of this statement will have no impact on the
   Company's consolidated financial statements.

2. INVENTORIES:
   -----------
<TABLE>
<CAPTION>

   Inventories are summarized as follows:

                                                                                      December 31,
                                                                                          2000

                                                                                    ------------------

<S>                                                                                 <C>
           Finished goods                                                           $        855,879
           Work-in-process                                                                    13,007
           Raw materials                                                                     154,077
                                                                                    ----------------

                                                                                    $      1,022,963
                                                                                    ================
3. LONG-TERM DEBT AND REVOLVING LINE-OF-CREDIT:
   -------------------------------------------

   Long-term debt consisted of the following:

                                                                                      December 31,
                                                                                          2000

                                                                                    ------------------

        8.25% note payable to a bank, monthly payments of $741, including
        interest through February 2003, collateralized by a vehicle.                $         17,509

        Note payable to a bank, interest at 1% above the bank's reference rate
        (10.50% at December 31, 2000), monthly payments of $1,627 including
        interest through March 2005, collateralized by trade receivables,
        inventories, property and equipment, and intangibles.                                 67,864

        Less current maturities                                                              (20,967)
                                                                                    ----------------

                                                                                    $         64,406
                                                                                    ================
</TABLE>
                                      F-9
<PAGE>
                                ZEON CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

   Future maturities of long-term debt are: 2001 - $20,967; 2002 - $23,036; 2003
   - $17,702; 2004 - $17,962 and 2005 - $5,706. The Company has a line-of-credit
   from  its bank for  borrowings  of up to  $1,000,000,  with  interest  on any
   borrowing at 1% above the banks reference rate (10.50% at December 31, 2000),
   to  be  paid  monthly.   The   line-of-credit   is  collateralized  by  trade
   receivables,  inventories,  property and  equipment,  intangibles  and common
   stock of the Company owned by the Company's president. The Company is subject
   to certain  restrictions  which include among other things,  restrictions  on
   borrowings and dividend payments. The balance on this line as of December 31,
   2000 was $344,211. The line-of-credit expires on June 15, 2001.

   During 2000, the Company had a letter-of-credit  from its bank for borrowings
   of up to $1,000,000.  There were no draws on the letter-of-credit during 2000
   and the letter was cancelled subsequent to December 31, 2000.

4. COMMITMENTS AND RELATED PARTY TRANSACTIONS:
   -----------------------------------------

   The Company leases its primary  manufacturing  and office  facilities from an
   entity in which the Company's president is a 50% partner.  During April 2000,
   the Company  expanded into an  additional  facility  located  adjacent to the
   existing facilities.  This additional facility is also owned by the entity in
   which the Company's president is a 50% partner.  The lease agreement covering
   all of the  above  facilities  requires  monthly  payments  of  approximately
   $17,520 and expires in March 2010 with a five-year option period. The Company
   is responsible for maintenance and operating costs.

   The Company had an operating  lease  agreement with an unrelated  party which
   required monthly payments of approximately  $6,200 through December 2000. The
   Company  had  entered  into a  sublease  agreement  for  this  space  with an
   unrelated  party  through  December  2000  at  an  initial  monthly  rate  of
   approximately $10,700. The operating lease and sublease agreements expired in
   December 2000.

   Rent expense for  operating  leases,  less related  sublease  income,  was as
   follows:

                                         For the Years Ended
                                             December 31,
                                     -----------------------------
                                        2000            1999
                                     ------------   --------------

   Related party lease               $    220,662     $     100,366
   Unrelated party lease                   83,094            74,662
   Less sublease rentals                 (128,338)         (122,226)
                                     ------------     -------------

                                     $    175,418     $      52,802
                                     ============     =============

   Future  lease  commitments  are:  2001 - $215,768;  2002 -  $223,320;  2003 -
   $231,136; 2004 - $239,226; 2005 - $247,599, and thereafter - $1,151,780.

                                      F-10
<PAGE>
                                ZEON CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

5. STOCK OPTION AND AWARD PLANS:
   ----------------------------

   Stock  Option  Plan - The  Company  has a Stock  Option  Plan  (the  "Plan"),
   expiring June 21, 2004, reserving for issuance 35,000 shares of the Company's
   common  stock.   The  Plan  provides  for  grants  to  either   employees  or
   non-employee  directors,  at the  discretion  of a committee  of the Board of
   Directors,  of incentive or  non-statutory  stock options to purchase  common
   stock of the Company at a price not less than fair  market  value on the date
   of grant.  Any options  granted  under the Plan must be  exercised  within 10
   years of the date they were granted. The Company granted 27,000 stock options
   in February 1998 to three employees, exercisable at $2.00 a share, which vest
   ratably over three years based on the Company achieving certain predetermined
   financial  targets each fiscal year end. As of February  2001,  all 27,000 of
   these options had expired because  certain  predetermined  financial  targets
   were not met.

   Directors' Compensation Plan - The Company has a directors' compensation plan
   whereby  directors can be  compensated  with  restricted  common stock of the
   Company in exchange for services provided. Shares issued will be valued based
   upon the  market  value of the  stock as  determined  by the  Company.  As of
   December 31, 2000, no shares have been issued under this plan.

6. TAXES ON INCOME:
   ---------------
   A  reconciliation  of  income  taxes  at the  Federal  statutory  rate to the
   effective tax rate is as follows:

                                                             2000         1999

                                                          ---------   ---------

   Income taxes computed at the Federal
   statutory rate (34%)                                   $ (67,800)  $ (18,700)
   Change in valuation allowance                            (10,150)     37,000
   Other                                                        967       9,600
                                                          ---------   ---------

   Income tax benefit (expense)                           $ (76,983)  $  27,900
                                                          =========   =========

   The types of  temporary  differences  between  the tax  basis of  assets  and
   liabilities  that give rise to a  significant  portion  of the  deferred  tax
   assets (liabilities) and their approximate tax effects are as follows:

                                                            2000         1999
                                                          --------    ---------

   Property and equipment - non-current                   $ (2,800)   $   3,300
   Current:
               Deferred revenue                              5,700        7,700
               Allowance for bad debts                       6,000        9,500
               Other                                        26,100       10,500
                                                          --------    ---------
                                                            35,000       31,000
   Valuation allowance                                        -             -
                                                          --------    ---------

                                                          $ 35,000    $  31,000
                                                          ========    =========


   The  deferred tax asset is included as part of other  current  assets and the
   deferred tax liability is included as part of accrued expenses.

                                      F-11