U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB

[X]  Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended March
31, 2001, or

[  ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange act of 1934 for the transition period from
to

                  Commission File No. 000-32155


                      NETWORK CAPITAL, INC.
     (Exact name of small business issuer as specified in its
                            charter)

           Minnesota                        41-0829057
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)


             5805 West 61st Street, Edina, MN 55436
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number: (612) 927-8033

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

Securities registered under Section 12(g) of the Act:  common
stock, $.01 par value.

Check whether the issuer (1) filed all reports required to be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [ X ] No [  ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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.  [ X ]

The Registrant's revenues for its most recent fiscal year:  $0

The aggregate market value of voting stock held by non-
affiliates:  $0

As of March 31, 2001, the Registrant had outstanding 4,050,000
shares of common stock, par value $0.01.

Documents incorporated by reference:  None.

<PAGE>
                        TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                           Page

Part I

1.   Description of Business                                          3

2.   Description of Property                                          7

3.   Legal Proceedings                                                7

4.   Submission of Matters to a Vote of Security Holders              7
Part II

5.   Market for Common Equity and Related Stockholder Matters         7

6.   Management's Discussion and Analysis and Plan of Operations      8

7.   Financial Statements                                             8

8.   Changes in and Disagreements with Accountants                    8
     on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control             9
     Persons; Compliance with Section 16(a) of the Exchange Act

10.  Executive Compensation                                           9

11.  Security Ownership of Certain Beneficial Owners and Management   9

12.  Certain Relationships and Related Transactions                  10

13.  Exhibits and Reports on Form 8-K                                10

Signatures                                                           11

                                       2
<PAGE>

FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors.  Such factors are
discussed under the headings "Item 1.  Description of Business,"
and "Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general
economic factors and conditions that may directly or indirectly
impact the Company's financial condition or results of
operations.

                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History

     The Company was formed as a Minnesota corporation in May
1959 under the name of Fast Car Wash Co.  In September 1968 the
Company amended and restated its articles of incorporation and
changed its name to Eagle Industries, Inc., organized for the
purpose of seeking a favorable business opportunity.  In
September 1991 the Company transferred its operations into Iowa
Dirt Farms Ltd. Partnership of Minnesota (Iowa Dirt Farms) for a
37.5% general partner interest in the partnership.  After that
date the Company operated as a holding company.  Iowa Dirt Farms
filed a petition for bankruptcy under Chapter 7 in 1993.  In
January 1997 the Company changed its name from Eagle Holdings,
Inc. to Network Capital, Inc.

     In 1995 the Company had 1,687,624 shares of common stock
issued and outstanding.  In 1996 the Company issued 31,104 shares
of common stock in settlement of certain liabilities attributed
to the Company during the Iowa Dirt Farms bankruptcy proceedings.
In 1996 the Company issued 12,000 shares of common stock in
exchange for convertible debentures at $1.50 per share.  During
1997 and 1998 the Company issued an additional 2,250,000 shares
of common stock to reimburse its President for monies advanced,
expenses incurred, services rendered and interest incurred in
settling the foregoing claims against Iowa Dirt Farms.

     The Company is now seeking a favorable business opportunity
in which to participate.  The Company has not entered into any
agreement, nor does it have any commitment or understanding to
enter into or become engaged in a transaction as of the date of
this filing.  The Company will investigate, review, and evaluate
business opportunities as they become available and will seek to
acquire or become engaged in business opportunities at such time
as specific opportunities warrant.

Selection of a Business

     The Company anticipates that businesses for possible
acquisition will be referred by various sources, including its
officer and director, professional advisors, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.  The Company
will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its
officer and director and his affiliates, as well as indirect
associations between them and other business and professional
people.  By relying on "word of mouth", the Company may be
limited in the number of potential acquisitions it can identify.
While it is not presently anticipated that the Company will
engage unaffiliated professional firms specializing in business
acquisitions or reorganizations, such firms may be retained if
management deems it in the best interest of the Company.

                                       3
<PAGE>

     Compensation to a finder or business acquisition firm may
take various forms, including one-time cash payments, payments
based on a percentage of revenues or product sales volume,
payments involving issuance of securities (including those of the
Company), or any combination of these or other compensation
arrangements.  Consequently, the Company is currently unable to
predict the cost of utilizing such services.

     The Company will not restrict its search to any particular
business, industry, or geographical location, and management
reserves the right to evaluate and enter into any type of
business in any location.  The Company may participate in a newly
organized business venture or a more established company entering
a new phase of growth or in need of additional capital to
overcome existing financial problems.  Participation in a new
business venture entails greater risks since in many instances
management of such a venture will not have proved its ability,
the eventual market of such venture's product or services will
likely not be established, and the profitability of the venture
will be unproved and cannot be predicted accurately.  If the
Company participates in a more established firm with existing
financial problems, it may be subjected to risk because the
financial resources of the Company may not be adequate to
eliminate or reverse the circumstances leading to such financial
problems.

     In seeking a business venture, the decision of management
will not be controlled by an attempt to capitalize on any
anticipated or perceived appeal of a specific industry,
management group, product, or industry, but will be based on the
business objective of seeking long-term capital appreciation in
the real value of the Company.

     The analysis of new businesses will be undertaken by or
under the supervision of the officer and director.  In analyzing
prospective businesses, management will consider, to the extent
applicable, the available technical, financial, and managerial
resources; working capital and other prospects for the future;
the nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; the potential for growth and
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trade or
service marks; name identification; and other relevant factors.

     The decision to participate in a specific business may be
based on management's analysis of the quality of the other firm's
management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological
changes, and other factors which are difficult, if not
impossible, to analyze through any objective criteria.  It is
anticipated that the results of operations of a specific firm may
not necessarily be indicative of the potential for the future
because of the requirement to substantially shift marketing
approaches, expand significantly, change product emphasis, change
or substantially augment management, and other factors.

     The Company will analyze all available factors and make a
determination based on a composite of available facts, without
reliance on any single factor.  The period within which the
Company may participate in a business cannot be predicted and
will depend on circumstances beyond the Company's control,
including the availability of businesses, the time required for
the Company to complete its investigation and analysis of
prospective businesses, the time required to prepare appropriate
documents and agreements providing for the Company's
participation, and other circumstances.

Acquisition of a Business

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, or other reorganization with another corporation
or entity; joint venture; license; purchase and sale of assets;
or purchase and sale of stock, the exact nature of which cannot
now be predicted.  Notwithstanding the above, the Company does
not intend to participate in a business through the purchase of
minority stock positions.  On the consummation of a transaction,
it is likely that the present management and shareholders of the
Company will not be in control of the Company.  In addition, a
majority or all of the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders.

                                       4
<PAGE>

     In connection with the Company's acquisition of a business,
the present shareholders of the Company, including the officer
and director, may, as a negotiated element of the acquisition,
sell a portion or all of the Company's common stock held by them
at a significant premium over their original investment in the
Company.  It is not unusual for affiliates of the entity
participating in the reorganization to negotiate to purchase
shares held by the present shareholders in order to reduce the
number of "restricted securities" held by persons no longer
affiliated with the Company and thereby reduce the potential
adverse impact on the public market in the Company's common stock
that could result from substantial sales of such shares after the
restrictions no longer apply.  As a result of such sales,
affiliates of the entity participating in the business
reorganization with the Company would acquire a higher percentage
of equity ownership in the Company. Public investors will not
receive any portion of the premium that may be paid in the
foregoing circumstances.  Furthermore, the Company's shareholders
may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction.

     In the event sales of shares by present shareholders of the
Company, including the officer and director, is a negotiated
element of a future acquisition, a conflict of interest may arise
because directors will be negotiating for the acquisition on
behalf of the Company and for sale of their shares for their own
respective accounts.  Where a business opportunity is well suited
for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares
at a price which is unacceptable to them, management may not
sacrifice their financial interest for the Company to complete
the transaction.  Where the business opportunity is not well
suited, but the price offered management for their shares is
high, management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.
Management has not adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not intend to
obtain an independent appraisal to determine whether any price
that may be offered for their shares is fair.  Stockholders must
rely, instead, on the obligation of management to fulfill its
fiduciary duty under state law to act in the best interests of
the Company and its stockholders.

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms
of such registration rights and the number of securities, if any,
which may be registered cannot be predicted, it may be expected
that registration of securities by the Company in these
circumstances would entail substantial expense to the Company.
The issuance of substantial additional securities and their
potential sale into any trading market that may develop in the
Company's securities may have a depressive effect on such market.

     While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
structure the acquisition as a so-called "tax-free" event under
sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
"Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired
business to own 80% or more of the voting stock of the surviving
entity.  In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the
surviving entity.  Section 368(a)(1) of the Code provides for tax-
free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or
acquires the securities or assets of another corporation.
Generally, the Company will be the acquiring corporation in such
a business reorganization, and the tax-free status of the
transaction will not depend on the issuance of any specific
amount of the Company's voting securities.  It is not uncommon,
however, that as a negotiated element of a transaction completed
in reliance on section 368, the acquiring corporation issue
securities in such an amount that the shareholders of the
acquired corporation hold 50% or more of the voting stock of the
surviving entity.  Consequently, there is a substantial
possibility that the shareholders of the Company immediately
prior to the transaction would retain less than 50% of the issued
and outstanding shares of the surviving entity.  Therefore,
regardless of the form of the business acquisition, it may be
anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their
percentage of ownership in the Company.

                                       5
<PAGE>

     Notwithstanding the fact that the Company is technically the
acquiring entity in the foregoing circumstances, generally
accepted accounting principles ordinarily require that such a
transaction be accounted for as if the Company had been acquired
by the other entity owning the business and, therefore, will not
permit a write-up in the carrying value of the assets of the
other company.

     The manner in which the Company participates in a business
will depend on the nature of the business, the respective needs
and desires of the Company and other parties, the management of
the business, and the relative negotiating strength of the
Company and such other management.

     The Company will participate in a business only after the
negotiation and execution of appropriate written agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify
certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties
prior to such closing, will outline the manner of bearing costs
if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.

Operation of Business After Acquisition

     The Company's operation following its acquisition of a
business is dependent on the nature of the business and the
interest acquired.  The Company's present management may or may
not have experience in the nature of the acquired business and is
unable to predict whether the Company will be in control of the
acquired business or whether the acquired business will be in
control of the Company.  It may be additionally expected that the
acquired business will present and be subject to various risks
like governmental regulation, competition and other risks that
cannot be predicted at the present time.

Governmental Regulation

     It is impossible to predict the government regulation, if
any, to which the Company may be subject until it has acquired an
interest in a business.  The use of assets and/or conduct of
businesses that the Company may acquire could subject it to
environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation.  In
selecting a business in which to acquire an interest, management
will endeavor to ascertain, to the extent of the limited
resources of the Company, the effects of such government
regulation on the prospective business of the Company.  In
certain circumstances, however, such as the acquisition of an
interest in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of
government regulation.  The inability to ascertain the effect of
government regulation on a prospective business activity will
make the acquisition of an interest in such business a higher
risk.

Competition

     The Company will be involved in intense competition with
other business entities, many of which will have a competitive
edge over the Company by virtue of their stronger financial
resources and prior experience in business.  There is no
assurance that the Company will be successful in obtaining
suitable investments.

Employees

     The Company is a development stage company and currently has
no employees.  The Executive officer will devote only such time
to the affairs of the Company as he deems appropriate, which is
estimated to be approximately 20 hours per month.  Management of
the Company expects to use consultants, attorneys, and
accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and
evaluating businesses.  The need for employees and their
availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business
industry.

                                       6
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

      The  Company uses offices, rent free, located at 5805  West
61st  Street, Edina, MN 55436, which is provided by  its  officer
and director.

ITEM 3.  LEGAL PROCEEDINGS

     In 1993 Iowa Dirt Farms filed a petition for bankruptcy
under Chapter 7 and received a discharge from its liabilities in
1995.  During these proceedings, certain liabilities of Iowa Dirt
Farm were attributed to the Company.  In 1996, although creditors
had not pursued any collection efforts, the Company issued 31,104
shares of common stock in settlement of certain liabilities.  An
additional $4,729 in Iowa Dirt Farm liabilities were attributed
to the Company in the bankruptcy proceedings.  The Company
continues to dispute these liabilities.  Through December 1999
the creditors have not contacted the Company regarding these
contingent liabilities.

     The Company is not a party to any material pending legal
proceedings, and to the best of its knowledge, no such
proceedings by or against the Company have been threatened.

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

     No matter was submitted to a shareholder vote for the fourth
the quarter of the 2001 fiscal year.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There has not been a public trading market for the Company's
common stock since the Company's inception, nor is there any
assurance that a trading market for the common stock will be
established in the future.

     At March 31, 2001, there are 382 holders of the Company's
4,050,000 shares of issued and outstanding common stock, $0.01
par value.  All outstanding shares are restricted.

     The Company has never declared a dividend on its Common
Stock.  The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future.

Recent Sales of Unregistered Securities.

     The following is a detailed list of securities sold within
the past three years without registering under the Securities
Act.  In each transaction, the shares were issued in reliance on
the exemption from registration set forth in Section 4(2) of the
Securities Act of 1933.  No brokers were involved in the
transactions and no commissions were paid to any person.  On the
basis of their position with the Company or engagement by the
Company, the Company believes each of the purchasers was either
accredited or sophisticated and had such knowledge of the
business and financial condition of the Company so as to make an
informed investment decision

     In March 1999 the Company issued 14,558 shares of common
stock to its President, Bruce Cairney, for funds advanced for the
benefit of the Company in the amount of $437.

     In March 1999 the Company issued 4,714 shares of common
stock to Robert D. Schwartz for services rendered to the Company
valued at $1,478.

     In March 2000 the Company issued 50,000 of common shares to
its President, Bruce Cairney, for funds advanced for the benefit
of the Company in the amount of $1,500.

                                       7
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION

Years Ended March 31, 2001 and 2000

     The Company had no revenue from continuing operations for
the fiscal years ended March 31, 2001 and 2000.

     General and administrative expenses for the years ended
March 31, 2001 and 2000 consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs.  These expenses were $13,480 and $6,567 for
the periods ended March 31, 2001 and 2000, respectively.  General
and administrative expenses for the year ended March 31, 2001
were greater due to expenses incurred to bring the Company's
corporate and financial records current and file reports with the
Securities and Exchange Commission.

     As a result of the foregoing factors, the Company realized a
net loss of $13,480 and $6,567 for the years ended March 31, 2001
and 2000, respectively.

Liquidity and Capital Resources

     At December 31, 2001, the Company had a working capital
deficit of $6,574.  Management does not believe that the Company
has sufficient cash to meet the anticipated needs of the
Company's operations through the next 12 months.  In the past the
Company's sole director has provided capital through the purchase
of common stock.  In June 2001, the Company sold 88,000 shares of
restricted common stock to an accredited investor for $5,000 in
reliance on the exemption from registration set forth in Section
4(2) of the Securities Act of 1933 to obtain capital to pay the
Company's liabilities.  The Company's sole director or other
persons may provide additional debt or equity financing in the
future, but there is no written agreement or commitment to do so.
Should these persons fail to provide financing, the Company has
not identified any alternative sources.  Consequently, there is
substantial doubt about the Company's ability to continue as a
going concern.

     The Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that
period.  The Company's current operating plan is to (i) handle
the administrative and reporting requirements of a public
company; and (ii) search for potential businesses, products,
technologies and companies for acquisition.  At present, the
Company has no understandings, commitments or agreements with
respect to the acquisition of any business, product, technology
or company and there can be no assurance that the Company will
identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage the business, product, technology or company it
acquires.

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1

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

     None.

                                       8
<PAGE>


                            PART III

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

Directors and Officers

     The following table sets forth the name, age, and position
of the Company's director and officer.

Name                Age  Positions                      Since

Bruce Cairney       54   President and Director         1990

     All directors hold office until the next Annual Meeting of
stockholders and until their successors are elected and qualify.
All officers hold office at the discretion of the Board of
Directors

     The following is information on the business experience of
the Company's director and officer.

     Bruce Cairney.  Mr. Cairney has been the principal owner and
President since 1948 of Siskiyou, Inc., a private company located
in Minneapolis, Minnesota engaged in the computer consulting
business.  Since 1986 Mr. Cairney has been a director of Corona
Equities, Inc. of Edina, Minnesota, a public company seeking a
business venture.

     Other Reporting Company Activities.  The possibility exists
that the officer and director of the Company, Bruce Cairney,
could become an officer and/or director of other reporting
companies in the future, although he has no intention of doing so
at the present time.  Certain conflicts of interest are inherent
in the participation of the Company's officer and director as
management in other reporting companies that may also be seeking
to acquire a business opportunity, which may be difficult, if not
impossible, to resolve in the best interest of the Company.
Failure by management to conduct the Company's business in its
best interest may result in liability of management to the
Company's shareholders.

ITEM 10.  EXECUTIVE COMPENSATION

     The Company's officer and director does not receive any
compensation for services rendered to the Company, has not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company.  The
officer and director of the Company will not receive any finder's
fee from the Company as a result of his efforts to implement the
Company's business plan outlined herein.  However, the officer
and director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company.

     The Company has not adopted any retirement, pension, profit
sharing, stock option or insurance programs or other similar
programs for the benefit of its employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The following table sets forth as of March 31, 2001, the
number and percentage of the 4,050,000 shares of outstanding
common stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company
as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the
outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

                                       9
<PAGE>

Name and Address                     Common         Percent of
                                     Shares         Class

Bruce Cairney (1)                    1,081,391      27
5805 West 61st Street
Edina, MN 55436

George Fredericks                    325,000        8
1625 Utah Drive
St. Louis Park, MN 55426

Inter-Ad, Inc. (2)                   390,000        10
2801 West 28th Street
Minneapolis, MN 55416

Intergrowth Fund, Inc. (2)           300,000        7
2801 West 28th Street
Minneapolis, MN 55416

Craig Laughlin                       350,000        9
11900 Wayzata Blvd., Suite 100
Hopkins, MN 55305

Patrick L. Riggs                     325,000        8
2187 Seventh Street, East
St. Paul, MN 55119

All Executive officers and           1,081,391      27
  Directors as a Group (1 person)

(1)  Mr. Cairney is the sole director and officer of the Company.
The number of shares held by Mr. Cairney includes 140,000 shares
held of record by his spouse, 264,112 shares held of record by
his sons, 335,000 shares held of record by Siskiyou, Inc., a
private corporation owned and controlled by Mr. Cairney, and
285,000 shares held of record by Vashon, Inc., a private
corporation owned and controlled by Mr. Cairney.

(2)  Richard Prescott of Minneapolis, Minnesota is the
controlling officer and director of Inter-Ad, Inc., and
Intergrowth Fund, Inc., so he may be deemed to have investment
and voting control over the shares held by those corporations.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company uses offices, rent free, located at 5805 West
61st Street, Edina, MN 55436, which is provided by its officer
and director.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.

     None.

Form 8-K Filings.

     No reports on Form 8-K were filed for the fourth quarter
year ended March 31, 2001.

                                       10
<PAGE>

                           SIGNATURES

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

                                   NETWORK CAPITAL, INC.

Date:  July 11, 2001              /s/ Bruce Cairney
                                  President, Secretary &
                                  Treasurer

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


July 11, 2001                     /s/ Bruce Cairney, Director


                                       11
<PAGE>



                      NETWORK CAPITAL, INC.
                  [A Development Stage Company]




                              INDEX

                                                               PAGE

Independent Auditors' Report                                    13

Balance Sheet as of March 31, 2001                              14

Statements of Operations for the Years Ended March 31, 2001
And 2000, and Reentrance into Development
Stage (April 1, 1995) to March 31, 2001.                        15

Statements of Stockholders' Equity (Deficit) from Reentrance
into Development Stage (April 1, 1995) to March 31, 2001.       16

Statements of Cash Flows for the Years Ended March 31, 2001
and 2000, and Reentrance into Development
Stage (April 1, 1995) to March 31, 2000                         18

Notes to Financial Statements                                   19

                                       10
<PAGE>





     Callahan, Johnston & Associates, LLC
          Certified Public Accountants and Consultants

                  INDEPENDENT AUDITORS' REPORT


Stockholders and Board of Directors
Network Capital, Inc.
   (A Development Stage Company)
Minneapolis, Minnesota


We have audited the accompanying balance sheets of Network
Capital, Inc. as of March 31, 2001 and 2000,  and the related
statements of operations, stockholders' equity (deficit), and
cash flows for the years then ended and the period from
reentrance into development stage (April 1, 1995) to March 31,
2001.  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 auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatements.  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 Network Capital, Inc.  as of March 31, 2001 and 2000, and the
results of operations and cash flows for the years then ended and
the period from reentrance into development stage (April 1, 1995)
to March 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

As described in Note 2 to the financial statements, the ultimate
recoverability of investments in the development stage and
continuance of the Company as a going concern is dependent on
future profitable operations, which presently cannot be
determined.

/s/ Callahan, Johnston & Associates, LLC


CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
July 16, 2001


      7850 Metro Parkway, Suite 207, Minneapolis, MN 55425
       Telephone: (952)858-7207        Fax: (952)858-7202
                Email: callahan_johnston@msn.com

                                       13
<PAGE>

                     NETWORK CAPITAL, INC.
                 (A Development Stage Company)

                         BALANCE SHEETS


                                                 March 31,
                                            2001          2000
        ASSETS

Current assets:
Cash                                     $        -    $      -
Attorney's Trust Account                        178           -

Total current assets and
  total assets                           $      178    $      -



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses    $   6,725    $   5,067

Total current liabilities                    6,725        5,067

Stockholders' equity (deficit):
Undesignated stock: $.01 par value;
5,000,000 shares authorized; none
issued and outstanding                           -           -
Common stock: $.01 par value;
50,000,000 shares authorized;
issued and outstanding 4,132,000 and
4,050,000, respectively,                    41,320      40,500
Additional paid-in capital                  559,983    548,803
Accumulated deficit                        (512,462)  (512,462)
Deficit accumulated during the
development stage                           (95,388)   (81,908)

Total stockholders' equity (deficit)         (6,547)    (5,067)

Total liabilities and stockholders'
  equity (deficit)                        $     178   $      -


         The accompanying notes are an integral part of
                   these financial statements.

                                       14
<PAGE>


                          NETWORK CAPITAL, INC.
                      (A Development Stage Company)

                         STATEMENTS OF OPERATIONS


                                                       Reentrance Into
                                                         Development
                                                            Stage
                                 Years Ended March 31,       To
                                    2001       2000     March 31,  2001

Revenues                         $       -  $        -  $     -

Administrative expenses            (13,480)     (6,567)     (95,388)

Income tax expense (benefit)             -           -            -

    Net income (loss)              (13,480)     (6,567)     (95,388)

Other comprehensive income (loss)        -           -            -

Comprehensive income (loss)      $ (13,480) $   (6,567) $   (95,388)

Basic earnings (loss) per share  $       -  $        -  $      (.03)

Weighted average number of
 shares outstanding              4,098,181   4,003,288    3,258,802


              The accompanying notes are an integral part of
                        these financial statements.

                                       15
<PAGE>


                           NETWORK CAPITAL, INC.
                       (A Development Stage Company)

               STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                           Common Stock       Additional
                                         Number of             Paid-In
                                          Shares    Amount     Capital
Reentrance into development
 stage (April 1, 1995)                  1,730,728 $  17,307    $ 494,018
Net income (loss) - 1996                        -         -            -
Issuance of common stock in
 January 1997 for $.10 per share           50,000       500        4,500
Issuance of common stock in
 settlement of expenses and services
 at $.03 per share in March 1997          800,000     8,000       16,840
Net income (loss) - 1997                        -         -            -
Issuance of common stock on
 April 5, 1997 in settlement of
 accounts payable at $.03 per share     1,400,000    14,000       30,160
Net income (loss) - 1998                        -         -            -

March 31, 1998                          3,980,728    39,807      545,518

Issuance of common stock on
 March 24, 1999 for services at
 $.03 per share                            19,272       193          385
Net income (loss) - 1999                        -         -            -

March 31, 1999                          4,000,000    40,000      545,903

Issuance of common stock on March 7,
   2000 for services at $.03 per share     50,000       500        1,000
Equity contribution to cover
 administrative expenses                        -         -        1,900
Net income (loss) - 2000                        -         -            -

March 31, 2000                          4,050,000    40,500      548,803

Issuance of common stock on August 4,
 2000 at $.16 per share                    62,000       620        9,380
Issuance of common stock on
 November 15, 2000 at $.10 per share       20,000       200        1,800
Net income (loss) - 2001                        -         -            -

March 31, 2001                          4,132,000 $  41,320    $ 559,983


(continued)

              The accompanying notes are an integral part of
                        these financial statements.

                                       16
<PAGE>



                      NETWORK CAPITAL, INC.
                  (A Development Stage Company)

    STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
<TABLE>
<CAPTION>

                                                    Accumulated
                                                      Deficit
                                                       During
                                      Accumulated    Development
                                        Deficit        Stage         Total
<S>                                   <C>            <C>          <C>
Reentrance into development
 stage (April 1, 1995)                $  (512,462)   $       -    $   (1,137)
Net income (loss) - 1996  -                     -            -
Issuance of common stock in
 January 1997 for $.10 per share                -            -         5,000
Issuance of common stock in
 settlement of expenses and services
 at $.03 per share in March 1997                -            -        24,840
Net income (loss) - 1997                        -      (72,863)      (72,863)
Issuance of common stock on
 April 5, 1997 in settlement of
 accounts payable at $.03 per share             -            -        44,160
Net income (loss) - 1998                        -       (1,000)       (1,000)

March 31, 1998                           (512,462)     (73,863)       (1,000)

Issuance of common stock on
 March 24, 1999 for services at
 $.03 per share                                 -            -           578
Net income (loss) - 1999                        -       (1,478)       (1,478)

March 31, 1999                           (512,462)     (75,341)       (1,900)

Issuance of common stock on March 7,
   2000 for services at $.03 per share          -            -         1,500
Equity contribution to cover
 administrative expenses                        -            -         1,900
Net income (loss) - 2000                        -       (6,567)       (6,567)

March 31, 2000                           (512,462)     (81,908)       (5,067)

Issuance of common stock on August 4,
 2000 at $.16 per share                         -            -        10,000
Issuance of common stock on
 November 15, 2000 at $.10 per share            -            -         2,000
Net income (loss) - 2001                        -      (13,480)      (13,480)

March 31, 2001                         $ (512,462)   $ (95,388)   $   (6,547)
</TABLE>

         The accompanying notes are an integral part of
                   these financial statements.

                                    17
<PAGE>


                          NETWORK CAPITAL, INC.
                      (A Development Stage Company)

                         STATEMENTS OF CASH FLOWS
                       Increase (Decrease) In Cash

                                                        Reentrance Into
                                                           Development
                                                             Stage
                                     Years Ended March 31,     To
                                         2001      2000   March 31, 2001

Cash flows from operating activities:
   Net income (loss)                   $ (13,480) $ (5,229) $  (95,388)
   Adjustments to reconcile
     net income (loss) to
     cash flows from
     operating activities:
       Stock issued for
         expenses and services                 -     1,500      71,078
        Attorney's Trust Account            (178)        -        (178)
       Accounts payable and
         accrued expenses                  1,658     1,829       5,588

   Cash flows from operating activities  (12,000)   (1,900)    (18,900)

Cash flows from financing activities:
 Proceeds from issuance of common stock   12,000        -       12,000
 Equity contribution to cover
     administrative expense                    -    1,900        6,900

   Cash flows from financing activities   12,000    1,900       18,900

Increase (decrease) in cash                    -   (1,000)

Cash:
  Beginning of year                            -        -            -

   End  of year                         $      - $      -   $        -

Summary of non cash activity:

 In  March 2000, the Company issued 50,000 shares of common stock
 to its President for services rendered.

         The accompanying notes are an integral part of
                   these financial statements.

                                  18
<PAGE>

                     NETWORK CAPITAL, INC.
                 (A Development Stage Company)

                 NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED MARCH 31, 2001 AND 2000
              AND THE PERIOD FROM REENTRANCE INTO
                       DEVELOPMENT STAGE
               (APRIL 1, 1995) TO MARCH 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company was incorporated on May 19, 1959, under the laws of
the State of Minnesota.  On January 23, 1997, the Company changed
its name to Network Capital, Inc.  Formerly the Company was known
as Eagle Holdings, Inc.

In September 1991, the Company transferred its operations into
Iowa Dirt Farms Ltd. Partnership of Minnesota (Iowa Dirt Farms)
for a 37.5% general partner interest in this partnership.  After
that date the Company operated as a holding company.  With Iowa
Dirt Farms filing of a voluntary bankruptcy petition on October
23, 1993 under Chapter 7 of the U.S. Bankruptcy Code and its
ultimate liquidation on February 22, 1995, the Company ceased to
have operations.  Effective April 1, 1995 the Company was deemed
to have reentered the development stage.

In 1999, the Company attempted to merge with an operating
company.  The operating company did not comply with terms of the
merger agreement and the merger was terminated.  In 2000, the
Company had preliminary negotiations with an operating entity,
but these negotiations did not result in an agreement to a
merger.

The Company currently has no operations.  The Company continues
to search for an appropriate merger candidate.

Risks, Estimates and Uncertainties

     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 reported amounts of revenues and
     expenses during the reporting period.

                                   19
<PAGE>

                     NETWORK CAPITAL, INC.
                 (A Development Stage Company)

                 NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED MARCH 31, 2001 AND 2000
              AND THE PERIOD FROM REENTRANCE INTO
                       DEVELOPMENT STAGE
               (APRIL 1, 1995) TO MARCH 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share

The Company implemented FASB 128: Earnings Per Share.  FASB 128
replaces the presentation of primary EPS with basic EPS.  Basic
EPS excludes dilution and is computed by dividing net income by
the weighted-average number of common shares outstanding for the
year.  Diluted EPS reflects the potential dilution from stock
options and warrants and is computed using the treasury stock
method.  Under the treasury stock method stock options are
assumed to have been exercised at the beginning of the period if
the exercise price exceeds the average market price during the
period.  The computation of diluted EPS does not assume
conversion or exercise of securities that would have an
antidilutive effect on earnings per share.

Stock-Based Consideration

The Company has applied the fair value-based method of accounting
for employee and nonemployee stock-based consideration and/or
compensation in accordance with FASB Statement 123.

Income Taxes

The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" which requires the use of the "liability
method" of accounting for income taxes.

The Company's net operating loss carryforwards are fully allowed
for due to questions regarding the Company's ability to utilize
these losses before they expire.
                                           2001          2000
  Deferred tax asset relating to net
    operating loss carryforwards           $  81,000  $  78,000
  Valuation allowance                        (81,000)   (78,000)

  Net deferred tax asset                   $       -  $       -


                               20
<PAGE>

                     NETWORK CAPITAL, INC.
                 (A Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED MARCH 31, 2001 AND 2000
              AND THE PERIOD FROM REENTRANCE INTO
                       DEVELOPMENT STAGE
               (APRIL 1, 1995) TO MARCH 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

At March 31, 2001, the Company has carryforwards as follows:

                                             Federal     State

  2006                                      $  42,000  $  42,000
  2007                                        179,000    152,000
  2008                                         44,000          -
  2009                                         30,000          -
  2010                                         85,000     85,000
  2011                                              -          -
  2012                                          4,000      4,000
  2013                                              -          -
  2014                                          1,000      1,000
  2015                                          6,000      6,000
  2016                                         13,000     13,000

                                            $ 404,000  $ 303,000


NOTE 2 - DEVELOPMENT STAGE COMPANY

On April 1, 1995, the Company was deemed to have reentered the
development stage.  Since that date the Company has devoted the
majority of its efforts to: maintenance of the corporate status;
raising capital; and the search for a merger candidate.

The Company is fully dependent upon the support of certain
stockholder(s) for the maintenance of its corporate status and to
provide all working capital support for the Company.  These
stockholder(s) intend to continue to fund necessary expenses to
sustain the Company.  The Company is presently seeking a merger
candidate and feels it will be successful in finding such a
candidate.

                                21
<PAGE>



                     NETWORK CAPITAL, INC.
                 (A Development Stage Company)

                 NOTES TO FINANCIAL STATEMENTS

              YEARS ENDED MARCH 31, 2001 AND 2000
              AND THE PERIOD FROM REENTRANCE INTO
                       DEVELOPMENT STAGE
               (APRIL 1, 1995) TO MARCH 31, 2001


NOTE 2 - DEVELOPMENT STAGE COMPANY (Continued)

Failure of the Company to find a merger candidate and achieve
profitable operations or the failure of its stockholder(s) to
fund necessary expenses of the Company could result in the
Company being unable to continue as a going concern.  No estimate
can be made of the range of loss that is reasonably possible
should the Company be unsuccessful.


NOTE 3 - SUBSEQUENT EVENT

On June 26, 2001, the Company issued 88,000 shares of restricted
common stock for $5,000.

                                  22
<PAGE>