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

                                   FORM 10-QSB

[]  Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
    1934 For the quarterly period ended March 31, 2000

Commission File Number 33-6859-D

                                ZEON Corporation
                            ------------------------
             (Exact name of registrant as specified in its charter)


        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)


Check  whether the issuer (1) filed all reports  required to be filed by Section
12, 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.

                                                       [X] Yes      [ ] No

Number of shares of Common Stock Outstanding at May 15, 2000

             Common Stock, No Par Value               344,622
             ---------------------------         ------------------
                     (Class)                     (Number of Shares)

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



<PAGE>


                                ZEON Corporation

                                      INDEX

                                                                            Page

Part I - Financial Information

Balance Sheet March 31, 2000 and December 31, 1999                           3



Statement of Operations - Three Months Ended
                  March 31, 2000 and 1999                                    5



Statements of Cash Flows - Three Months Ended
         March 31, 2000 and 1999                                             6



Notes to Financial Statements                                                7



Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                11

Part II - Other Information                                                 13



Signature Page                                                              14





                                       2
<PAGE>

                                ZEON Corporation
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    March 31,2000   December 31,1999
                                                                    -------------   ----------------
                                                                     (unaudited)
         <S>                                                           <C>               <C>
         CURRENT ASSETS
         Cash                                                          $ 317,392         $ 145,521
         Trade Receivables, Net of Allowance
                  for Doubtful Accounts                                  658,605           467,320
         Inventories                                                     377,473           429,848
         Prepaid Inventory                                                    -0-          110,590
         Prepaid Expenses and Other                                       64,573            59,666
                                                                       ---------         ---------

         TOTAL CURRENT ASSETS                                          1,418,043         1,212,945


                  Property and Equipment (net of
                  accumulated depreciation and
                           amortization)                                 156,565           156,194
                  Other                                                   33,458            28,360
                                                                       ---------        ----------

                  TOTAL NON-CURRENT ASSETS                               190,023           184,554


                  TOTAL ASSETS                                        $1,608,066        $1,397,499
                                                                       =========        ==========
</TABLE>



                                       3
<PAGE>


                                ZEON Corporation
                           BALANCE SHEETS (Continued)

<TABLE>
<CAPTION>
                                                                    March 31,2000   December 31,1999
                                                                    -------------   ----------------
                                                                     (unaudited)
         <S>                                                           <C>               <C>
CURRENT LIABILITIES
Accounts Payable                                                       $ 142,734         $ 160,708
Accrued Expenses                                                          59,679            69,683
Customer Deposits                                                         20,041            20,694
Revolving Line-of-Credit                                                 302,356           220,811
Current Portion of Long-Term Debt                                         18,849             6,528
                                                                       ---------         ---------

         TOTAL CURRENT LIABILITIES                                       543,659           478,424

Long-Term Debt (net of current
         portion)                                                         80,820            18,069
                                                                       ---------         ---------

         TOTAL LIABILITIES                                               624,479           496,493
                                                                       ---------         ---------

Shareholders Equity:
Common stock, no par, $.10 stated
value; authorized 100,000,000;
issued 344,622 and 344,717
March 31, 2000 and December 31, 1999                                      34,458            34,471

Capital in Excess of Stated Value                                        926,038           926,310
Retained Earnings                                                         23,091           (59,775)
                                                                       ---------         ---------

         TOTAL SHAREHOLDERS EQUITY                                       983,587           901,006
                                                                       ---------         ---------

TOTAL LIABILITIES AND
         SHAREHOLDERS EQUITY                                          $1,608,066        $1,397,499
                                                                       =========         =========
</TABLE>


                                       4
<PAGE>


                                ZEON Corporation
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            Three Months Ended     Three Months Ended
                                              March 31, 2000         March 31, 1999
                                            -------------------    ------------------
<S>                                            <C>                      <C>
Net Sales                                      $ 1,056,064              $ 611,324
Cost of Sales                                      710,747                410,163
                                               -----------              ---------

Gross Profit                                       345,317                201,161

Operating Expenses:
         Selling                                    92,756                 67,537
         General                                   126,239                112,337
         Research & Development                     48,430                 36,582
                                               -----------             ----------


                                                   267,425                216,456
                                               -----------             ----------

Income (Loss) From Operations                       77,892                (15,295)


Other Income (Expenses):
         Interest Expense                           (5,264)                  (430)
     Interest Income                                    38                  1,222
         Other Income (Expenses)                    10,200                 10,442
                                               -----------             ----------
                                                     4,974                 11,234

Net Income (Loss)                              $    82,866             $   (4,061)
                                               ===========             ==========
Earning per share:
  Net Income (Loss)                            $      .239             $    (.012)
                                               ===========             ==========
Weighted Average Common
  Shares Outstanding                               347,038                348,825

</TABLE>

                                       5
<PAGE>

                                ZEON Corporation
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                              March 31, 2000    March 31, 1999
                                                              --------------    --------------
<S>                                                             <C>               <C>
  Cash Flows From Operating Activities:
     Net Income (Loss)                                          $  82,866         $  (4,061)
     Adjustments to Reconcile Net Income
     (Loss) to Net Cash Provided By (Used
     In) Operating Activities:
           Depreciation & Amortization                              8,306            (2,616)
           Provisions for Losses on
             Accounts Receivable                                    3,000             2,250
         Change in Operating Assets & Liabilities:
           Decrease(Increase)in Accts Receivable                 (194,285)          106,855
           Decrease (Increase) in Inventory                        52,375           (43,921)
           Decrease (Increase)in Prepaid Assets                   105,683            11,865
       Increase (Decrease) in Accts Payable                       (17,974)           56,756
       Increase (Decrease)in Accrued Expenses                     (10,657)            4,252
                                                                ---------         ---------
  TOTAL ADJUSTMENTS:                                              (53,552)          135,441

  Net Cash Provided By (Used In) Operating

    Activity:                                                      29,314           131,380

  Cash Flows From Investing Activities:
     Purchase of Capital Assets                                   (13,775)          (23,134)
                                                                ---------         ---------

  Net Cash Provided by (Used In) Investing

    Activities:                                                   (13,775)          (23,134)

  Cash Flows From Financing Activities:
     Purchase of Common Stock                                        (285)           (1,092)
     Proceeds from Equipment loan                                  76,790                -0-
     Line of Credit Advances                                      180,330                -0-
     Loan Payments                                               (100,503)           (1,792)
                                                                ---------         ---------

  Net Cash Provided By (Used In) Financing

    Activities:                                                   156,332            (2,884)

  Net Increase (Decrease) In Cash:                                171,871           105,362

  Cash At Beginning of Period:                                    145,521           169,891

  Cash At End of Period:                                        $ 317,392         $ 275,253
                                                                =========         =========
</TABLE>

                                       6
<PAGE>

                                ZEON Corporation
                          NOTES TO FINANCIAL STATEMENTS

1.       Summary of significant accounting policies:

         Inventories:

         Inventories  are  valued  at the  lower  of  cost  or  market.  Cost is
         determined at standard, which approximates first-in, first-out.

         Property, Equipment and Depreciation:

         Property and  equipment  are stated at cost.  For  financial  reporting
         purposes,  depreciation is calculated  using the  straight-line  method
         over the related assets estimated useful lives, which approximates five
         years.  For income tax reporting  purposes,  depreciation is calculated
         using accelerated methods.

         Revenue Recognition:

         Sales are recorded in the periods that product is shipped.

         Taxes on Income:

         The Company follows the provisions of Statement of Financial Accounting
         Standards  No.109 - Accounting  for Income Taxes (SFAS  No.109).  Under
         SFAS No. 109 the Company's  policy is to provide  deferred income taxes
         related  primarily  to  depreciation  and other  items  that  result in
         differences between the financial reporting and tax basis of assets and
         liabilities.

         Earnings (Loss) Per Share:

         Income (loss) per common share is computed on the basis of the weighted
         average  number of common shares  outstanding  during each period.  The
         average  number of shares  outstanding  was 347,038 and 348,125  during
         each of the  periods  ended  March  31,  2000 and  December  31,  1999,
         respectively.

         Reclassifications:

         Certain  reclassifications have been made to the accompanying financial
         statements for comparative purposes.

2.       Inventories:

         Inventories consist of the following:
                                                  March 31,   December 31,
                                                     2000         1999
                                                  ---------     ---------
         Finished Goods                          $  61,032      $ 204,411
         Work-in-process                            30,573         40,925
         Raw Materials                             285,868        184,512
                                                 ---------      ---------
                                                 $ 377,473      $ 429,848
                                                 =========      =========

                                       7
<PAGE>

                                ZEON Corporation
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3.       Notes payable and long-term debt:

         The  Company  has  a  line-of-credit   commitment  from  its  bank  for
         borrowings  of up to  $750,000,  with  interest on any  borrowing at 1%
         above  the  bank's  reference  rate  to  be  paid  monthly.   The  loan
         commitment,  if  exercised,  is  collateralized  by trade  receivables,
         inventories, property and equipment and intangibles. Under the terms of
         the agreement,  the Company is subject to certain  restrictions,  which
         include,  among other things,  restrictions  on borrowings and dividend
         payments.  At March  31,  2000 and  December  31,  1999,  $302,356  and
         $220,811 were respectively outstanding under line of credit agreements.

         A Company vehicle was purchased and financed with a $36,000 loan. Terms
         of the debt are five years and an 8 1/4%
         interest rate.

         Newly  acquired  equipment  was  financed  in March 2000 with a $76,790
         loan.  Terms of the debt are five  years  and an  interest  rate at the
         bank's reference rate plus 1%.

4.       Commitments and related party transactions:

         The Company  leases its  primary  manufacturing  and office  facilities
         through January 2003 from an entity in which the Company's president is
         a 50% partner.  The lease requires  monthly  payments of  approximately
         $8,200. The Company is responsible for maintenance and operating costs.

         In  April  2000,  the  Company  expanded  into an  additional  facility
         adjacent to the existing  manufacturing  and office  facilities.  These
         facilities  are also  leased  from an  entity  in which  the  Company's
         president is a 50% partner. The existing lease has been superceded by a
         new lease for current and  additional  space,  which  requires  monthly
         payments of  approximately  $16,000 and expires  February  2010 with an
         option  for one  five-year  period.  The  Company  is  responsible  for
         maintenance and operating costs.


                                       8
<PAGE>

                                ZEON Corporation
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

         The Company has an operating  lease  agreement with an unrelated  party
         for additional manufacturing facilities which requires monthly payments
         of  approximately  $6,200 through  December 31, 2000 including  renewal
         options.  The Company entered into a sublease  agreement for this space
         with an  unrelated  party  through  December  31,  2000 for an  initial
         monthly rent of $10,700 and increasing at 5% per year.

         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 shareholders'  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. A total of 27,000  non-qualified  options have been granted
         under the plan for  officers and  employees of the Company,  which vest
         ratably  over  three  years  based  on the  Company  achieving  certain
         predetermined  financial  targets each fiscal year end.  These  options
         were  granted on February  27,  1998,at an exercise  price of $2.00 per
         share.  In February 2000,  18,000 of these options had expired  because
         certain predetermined financial targets were not met.

         SFAS No. 123, "Accounting for Stock-Based  Compensation",  requires the
         Company to provide pro forma  information  regarding  net income (loss)
         and net  earnings  (loss)  per share as if  compensation  costs for the
         Company's stock option plans and other stock awards had been determined
         in accordance with fair value based method  prescribed in SFAS No. 123.
         The Company  estimates  the fair value of each stock award by using the
         Black-Scholes  option-pricing model with the following weighted-average
         assumptions  used for grants in 1998: no expected  dividend  yields for
         all years;  expected  volatility of 1.0%;  risk-free  interest rates of
         5.0%; and expected lives of three years.  The fair value of the options
         granted during the year ended December 31, 1998 was approximately  $.28
         per option.

                                       9
<PAGE>

                                ZEON Corporation
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



         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 will be
         valued  based upon the market value of the stock as  determined  by the
         Company.  As of March 31,  2000,  no shares had been issued  under this
         plan.

5.       Income Taxes:

         The Company  recognized  a total income tax benefit in 1999 of $27,900.
         Management  believes that consistent  income  performance and projected
         future income has warranted recognition of a deferred tax asset with no
         valuation allowance as of December 31, 1999.  Accordingly,  the Company
         recognized a tax benefit asset of $31,000 in 1999.














                                       10
<PAGE>

                     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-QSB 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.

Financial Condition:

The liquidity of ZEON Corporation remains adequate,  with a current ratio of 2.6
to 1 as of March 31,  2000,  and 2.5 to 1 as of December  31,  1999.  With first
quarter  sales  increasing  72% over first  quarter  1999,  growth in both trade
receivables  and  inventory  have been financed by both  operations  and outside
financing.  The Company  increased its line of credit (LOC) to $750,000 and drew
advances of $180,000. Newly acquired equipment was financed for $76,790. The LOC
is used primarily for funding advance payments to the Company's oversea supplier
who  is  instrumental  in  supplying  for  the  additional   business.   Capital
expenditures were $13,775 for manufacturing  equipment.  Liquidity from on-going
operations  and line of  credit is  considered  adequate  to meet the  Company's
immediate cash requirements.

Results of Operations:

Results of operations for the three months ending March 31, 2000 and 1999

                                          THREE MONTHS ENDED MARCH 31,
                                        ------------------------------
                                          2000                  1999
                                        --------               -------
                  Sales:               $1,056,064             $611,324
                  Income (Loss):           82,866               (4,061)


Sales for 2000 first  quarter  increased  73% from  1999's  first  quarter.  The
Heineken contract,  awarded in fourth quarter of 1999,  contributed  $256,693 in
current quarter sales. Excluding the Heineken business,  sales had increased 31%
over 1999's first  quarter.  The 1999's  first  quarter  sales were  hampered by
turnover in production assembly. First quarter 2000 showed an income of $82,866.


                                       11
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

Gross profit margin,  as a percentage of sales in the first quarter of 2000, was
33%, the same as 1999's first  quarter.  The same margin level was achieved with
higher volumes  spread over fixed factory costs despite  Heineken being at a low
margin.

Selling expenses increased by $25,200 over first quarter 1999. The increase came
primarily from  commissions paid to independent  representative  responsible for
Heineken and other  business.  Selling expense dropped from 11% of first quarter
1999 sales to 8.8% of first quarter 2000 sales.

General and  Administrative  expenses increased by $13,900 over same period last
year. The additional  expenses were loan  origination  fees,  contract labor for
Heineken  administration and additional auditing fees resulting from a change in
auditors.  As a percentage of first quarter  sales,  general  expenses fell from
1999's 18.4% to 2000's 12%.

Research and development increased by $11,800 primarily in prototype expenses.













                                       12
<PAGE>

                            PART II-OTHER INFORMATION

Item 5.  Other information

                           None

Item 6.  Exhibits and Reports on Form 8-K

         Part A.  None

         Part B. No reports on Form 8-K have been  filed for the  quarter  ended
March 31, 2000.























                                       13
<PAGE>

                                   SIGNATURES

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

Date:        May 15, 2000                     /s/ T. Bryan Alu
             ------------                   ------------------
                                              T. Bryan Alu
                                              President

                                              /s/  R.G. Routt
                                            -------------------
                                              R. G. Routt
                                              Corporate Controller























                                       14