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

                                   FORM 10-QSB

[x] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the quarterly period ended March 31, 2001

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, 2001

                  Common Stock, No Par Value      344,523
                  -------------------------       -------
                        (Class)              (Number of Shares)

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



<PAGE>








                                ZEON Corporation

                                      INDEX




                                                            Page



Part I - Financial Information



Balance Sheets March 31, 2001 and December 31, 2000         3



Statements of Operations - Three Months Ended

          March 31, 2001 and 2000                           5


Statements of Cash Flows - Three Months Ended

         March 31, 2001 and 2000                            6



Notes to Financial Statements                               7



Management's Discussion and Analysis of Financial

         Condition and Results of Operations                9

Part II - Other Information                                11



Signature Page                                             12






                                       2
<PAGE>



                         Part I - Financial Information


Item 1.  Financial Statements

                                ZEON Corporation
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                 March 31,2001  December 31,2000

         CURRENT ASSETS
         Cash                                          $ 192,887       $ 134,478
         Trade Receivables, Net of Allowance
                  for Doubtful Accounts                1,468,547         717,161
         Inventories                                     754,201       1,022,963
         Prepaid Inventory                                64,490         106,648
         Prepaid Expenses and Other                      124,835         147,373
                                                         --------        -------

         TOTAL CURRENT ASSETS                          2,604,960       2,128,623


                  Property and Equipment (net of
                  accumulated depreciation and
                           amortization)                 135,987         149,257
                  Other                                   29,136          26,649
                                                         -------         -------

                  TOTAL NON-CURRENT ASSETS               165,123         175,906


                  TOTAL ASSETS                       $ 2,770,083     $ 2,304,529
                  ------------                       -----------      ----------




                                       3
<PAGE>


                                ZEON Corporation
                           BALANCE SHEETS (Continued)
                                   (UNAUDITED)

                                                 March 31,2001  December 31,2000


CURRENT LIABILITIES
Accounts Payable                                 $ 467,926             $ 648,181
Accrued Expenses                                   127,045               188,514
Customer Deposits                                   97,051                15,450
Revolving Line-of-Credit                           875,944               344,211
Current Portion of Long-Term Debt                   20,967                20,967
                                                    ------               -------

         TOTAL CURRENT LIABILITIES               1,588,933             1,217,323

Long-Term Debt (net of current
         portion)                                   59,309                64,406
                                                   -------               -------

         TOTAL LIABILITIES                       1,648,242             1,281,729
                                                 ---------             ---------

Shareholders Equity:
Common stock, no par, $.10 stated
value; authorized 100,000,000;
issued 344,523 and 344,523
March 31, 2001 and December 31, 2000                34,452                34,452

Capital in Excess of Stated Value                  925,747               925,747
Retained Earnings                                  161,642                62,601
                                                   -------                ------

         TOTAL SHAREHOLDERS EQUITY               1,121,841             1,022,800
                                                 ---------             ---------

TOTAL LIABILITIES AND
         SHAREHOLDERS EQUITY                   $ 2,770,083           $ 2,304,529
                                               -----------           -----------



                                       4
<PAGE>



                                ZEON Corporation
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                            Three Months Ended  Three Months Ended
                               March 31, 2001       March 31, 2000
                               -------------       ---------------

Net Sales ......................   $ 2,152,035    $ 1,056,064
Cost of Sales ..................     1,608,852        710,747
                                  --------------   -----------

Gross Profit ...................       543,183        345,317

Operating Expenses:
         Selling ...............       191,443         92,756
         General                       135,564        126,239
         Research & Development         52,941         48,430
                                     ---------        -------


                                       379,948        267,425
                                       -------        -------

Income (Loss) From Operations ..       163,235         77,892


Other Income (Expenses):
         Interest Expense ......       (16,791)        (5,264)
     Interest Income ...........           503             38
         Other Income (Expenses)           -0-         10,200
                                        -------        ------
                                       (16,288)         4,974

Income Taxes ...................        47,906            -0-
                                        -------        -------
Net Income (Loss) ..............     $  99,041    $    82,866
                                     ---------    ------------


Earning per share:
  Net Income (Loss) ............     $    .287    $      .239
                                     ---------    ----------
Weighted Average Common
  Shares Outstanding ...........       344,551        347,038





                                       5
<PAGE>





                                ZEON Corporation
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three Months Ended  Three Months Ended
                                                        March 31, 2001       March 31, 2000
                                                        -------------       ---------------

Cash Flows From Operating Activities:
<S>                                                        <C>            <C>
   Net Income ..........................................   $    99,041    $    82,866
    Adjustments to Reconcile Net Income
   to Net Cash Provided By (Used
   In) Operating Activities:
         Depreciation & Amortization ...................        13,329          8,306
         Provisions for Losses on
           Accounts Receivable .........................         4,500          3,000
       Change in Operating Assets & Liabilities:

         Decrease(Increase)in Accts Receivable (755,886)      (194,285)
         Decrease (Increase) in Inventory ..............       268,762         52,375
         Decrease (Increase)in Prepaid Assets ..........        64,696        105,683
     Increase (Decrease) in Accts Payable ..............      (180,255)       (17,974)
     Increase (Decrease)in Accrued Expenses ............        20,131        (10,657)
                                                              ---------       --------
TOTAL ADJUSTMENTS: .....................................      (564,723)       (53,552)

Net Cash Provided By (Used In) Operating
  Activity: ............................................      (465,682)        29,314

Cash Flows From Investing Activities:
   Purchase of Capital Assets ..........................        (2,545)       (13,775)
                                                             ----------       --------

Net Cash Provided by (Used In) Investing
  Activities: ..........................................        (2,545)       (13,775)

Cash Flows From Financing Activities:
   Purchase of Common Stock ............................           -0-           (285)
   Proceeds from Equipment loan ........................           -0-         76,790
   Line of Credit Advances .............................     1,047,243        180,330
   Line of Credit payments .............................      (515,510)       (98,785)
   Loan Payments .......................................        (5,097)        (1,718)
                                                              ---------       --------

Net Cash Provided By (Used In) Financing
  Activities: ..........................................       526,636        156,332

Net Increase (Decrease) In Cash: .......................        58,409        171,871

Cash At Beginning of Period: ...........................       134,478        145,521

Cash At End of Period: .................................   $   192,887    $   317,392

</TABLE>

                                       6
<PAGE>



                               ZEON Corporation
                          NOTES TO FINANCIAL STATEMENTS

1.       Summary of significant accounting policies:

         The financial  statements  included  herein are presented in accordance
         with the  requirements  of Form 10-QSB and  consequently do not include
         all of the disclosures  normally made in the  registrant's  annual Form
         10-KSB filing. These financial statements should be read in conjunction
         with the  financial  statements  and  notes  thereto  included  in ZEON
         Corporation's Annual Report and Form 10-KSB filed on March 26, 2001 for
         the fiscal year 2000.

         In the  opinion  of  management,  the  unaudited  financial  statements
         reflect all  adjustments  of a normal  recurring  nature  necessary  to
         present  a  fair  statement  of  the  results  of  operations  for  the
         respective interim periods. The year-end balance sheet data was derived
         from audited financial statements, but does not include all disclosures
         required by generally accepted accounting principles.


2.       Inventories:

         Inventories consist of the following:

                                           March 31,      December 31,
                                              2001           2000
                                           ----------   -------------
         Finished Goods ................   $  589,255     $  855,879
         Work-in-process ...............       42,769         13,007
         Raw Materials                        122,177        154,077
                                              754,201    $ 1,022,963
                                            ----------   -------------

3.       Notes payable and long-term debt:

         The  Company  has  a  line-of-credit   commitment  from  its  bank  for
         borrowings  of up to  $1,000,000,  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,  2001 and  December  31,  2000,  $875,944  and
         $344,211 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.

                                       7
<PAGE>

                                ZEON Corporation
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

         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 from
         an entity in which the Company's president is a 50% partner.  The lease
         requires monthly payments of approximately $17,520 and expires February
         2010  with  an  option  for  one  five-year  period.   The  Company  is
         responsible for maintenance and operating costs.































                                       8
<PAGE>







Item 2.

                     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 1.6
to 1 as of March 31,  2001,  and 1.8 to 1 as of December  31,  2000.  With first
quarter sales  increasing  103% over first  quarter  2000,  growth in both trade
receivables  and  inventory  have been financed by both  operations  and outside
financing.  During the first quarter 2001, the Company  borrowed  $1,047,243 and
repaid  $515,510 from its line of credit (LOC),  which provided most of the cash
from  financing  activities.  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 $2,545 for  manufacturing
equipment.  Cash used in operating  activities totaled $465,682.  Liquidity from
on-going  operations  and line of  credit  is  considered  adequate  to meet the
Company's immediate and short-term cash requirements.

Results of Operations:

Results of operations for the three months ending March 31, 2001 and 2000
-------------------------------------------------------------------------

                                     THREE MONTHS ENDED MARCH 31,
                                           2001           2000
                                       --------        --------

                  Sales:               $2,152,035      $ 1,056,064
                  Income (Loss):           99,041           82,866

Sales for 2001 first quarter increased 103% from 2000's first quarter. Increased
sales in the beverage  business  started in latter 2000 and  continued  into the
current  quarter.  The first  quarter  of 2000 had no such  sales.  The  Company
continues to market to beverage and point of purchase segments and expects sales
to continue from those markets.

                                       9
<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 2001, was
25% as  compared  to 2000's  first  quarter's  33%.  The drop in overall  margin
percentages is a result of product mix skewed toward the lower margined beverage
sales. Non-beverage sales' gross profit margin approximated 33%.

Selling expenses increased by $98,700 over first quarter 2000. The increase came
primarily  from  commissions   ($67,000)  paid  to  independent   representative
responsible  for  beverage  sales and  convention  expense  increase  ($30,000).
Selling expense remained stable from 8.8% of first quarter 2000 sales to 8.9% of
first quarter 2001 sales.

General and  Administrative  expenses  increased by $9,300 over same period last
year. The additional expenses were related to building occupancy expenses.  As a
percentage  of first  quarter  sales,  general  expenses fell from 2000's 12% to
2001's 6%.

Research and development increased by $4,500 primarily in personnel and building
occupancy costs.






                                       10
<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, 2001.



                                       11
<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, 2001                   /s/ T. Bryan Alu
             ------------                   ------------------------
                                            T. Bryan Alu
                                            President



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