UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                For the Fiscal Year ended: December 31, 2001

                        Commission File No. 0-23857


                           ZIRCONIUM CAPITAL CORP.
     ----------------------------------------------------------------
     (Exact Name of Small Business Issuer as Specified in its Charter)

           Colorado                                       84-1457006
-------------------------------                    ------------------------
(State or Other Jurisdiction of                    (I.R.S. Employer Identi-
Incorporation or Organization)                         fication Number)

           301 East Ocean Blvd., Suite 640, Long Beach, California 90802
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)

Issuer's Telephone Number, Including Area Code:  (562) 983-0660

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:

                          COMMON STOCK, NO PAR VALUE
                          --------------------------
                              (Title of Class)

Check whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes [X]   No [ ]

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

State Issuer's revenues for its most recent
fiscal year:  $-0-.

As of December 31, 2001, 2,000,000 shares of common
stock were outstanding.

Documents incorporated by reference:  NONE.

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

                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

     Zirconium Capital Corp. (the "Company") was
incorporated on December 9, 1996, under the laws
of the State of Colorado, to engage in any lawful
corporate undertaking, including, but not limited
to, selected mergers and acquisitions.  The Company
has been in the developmental stage since inception
and has no operations to date.  Other than issuing
shares to its original shareholders, the Company
never commenced any operational activities.  The
Board of Directors of the Company has elected to
commence implementation of the Company's principal
business purpose, described below under
"Description of Business".  As such, the Company
can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a
merger or acquisition with a private entity.

     In March 1998, the Company filed a registration
statement with the Securities and Exchange Commission
on Form 10-SB; wherein it registered its common stock
under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "34 Act").  As a result, the
Company became a fully reporting company under the
34 Act, which management believed enhanced the Company's
ability to attract a suitable private merger or
acquisition candidate.

     The Company intends to seek to acquire assets
or shares of an entity actively engaged in business
which generates revenues, in exchange for its securities.
The Company has no particular acquisitions in mind and
has not entered into any negotiations regarding such
an acquisition.  None of the Company's officers,
directors, promoters or affiliates have engaged in
any preliminary contact or discussions with any
representative of any other company regarding the
possibility of an acquisition or merger between the
Company and such other company as of the date of
this registration statement.

     The Company's Board of Directors intends
to provide its shareholders with complete disclosure
documentation concerning a potential business
opportunity and the structure of the proposed
business combination prior to consummation of
the same, which disclosure is intended to be in
the form of a proxy statement.  While such
disclosure may include audited financial
statements of such a target entity, there
is no assurance that such audited financial
statements will be available.  The Board of
Directors does intend to obtain certain assurances
of value of the target entity's assets prior to
consummating such a transaction, with further
assurances that an audited statement would be
provided within seventy-five days after closing
of such a transaction.  Closing documents relative
thereto will include representations that the value
of the assets conveyed to or otherwise so transferred
will not materially differ from the representations
included in such closing documents.

     The Company's offices are located at 301
East Ocean Blvd., Suite 640, Long Beach,
California 90802, and its telephone number
is (562) 983-0660.




DESCRIPTION OF BUSINESS

    The Company's purpose is to seek, investigate
and, if such investigation warrants, acquire
an interest in business opportunities presented
to it by persons or firms who or which desire
to seek the perceived advantages of an
Exchange Act registered corporation.  The
Company will not restrict its search to any
specific business, industry, or geographical
location and the Company may participate in
a business venture of virtually any kind or
nature.  This discussion of the proposed business
is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited
discretion to search for and enter into potential
business opportunities.  Management anticipates
that it will be able to participate in only one
potential business venture because the Company
has nominal assets and limited financial resources.
See Item F/S, "Financial Statements." This lack of
diversification should be considered a substantial
risk to shareholders of the Company because it will
not permit the Company to offset potential losses
from one venture against gains from another.

     The Company may seek a business opportunity
with entities which have recently commenced operations,
or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into
new products or markets, to develop a new product
or service, or for other corporate purposes. The
Company may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing
businesses as subsidiaries.

     The Company anticipates that the selection
of a business opportunity in which to participate
will be complex and extremely risky.  Due to general
economic conditions, rapid technological advances
being made in some industries and shortages of
available capital, management believes that
there are numerous firms seeking the perceived
benefits of a publicly registered corporation.
Such perceived benefits may include facilitating
or improving the terms on which additional equity
financing may be sought, providing liquidity for
incentive stock options or similar benefits to
key employees, providing liquidity (subject to
restrictions of applicable statutes) for all
shareholders and other factors.  Business
opportunities may be available in many different
industries and at various stages of development,
all of which will make the task of comparative
investigation and analysis of such business
opportunities extremely difficult and complex.

     The Company has, and will continue to have,
no capital with which to provide the owners of
business opportunities with any significant cash
or other assets.  However, management believes
the Company will be able to offer owners of
acquisition candidates the opportunity to acquire
a controlling ownership interest in a publicly
registered company without incurring the cost
and time required to conduct an initial public
offering.  The owners of the business opportunities
will, however, incur significant legal and
accounting costs in connection with the acquisition
of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements
and related reports and documents.  The Securities
Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate
comply with all applicable reporting requirements,
which include providing audited financial statements
to be included within the numerous filings relevant
to complying with the 34 Act.  Nevertheless, the
officers and directors of the Company have not
conducted market research and are not aware of
statistical data which would support the perceived
benefits of a merger or acquisition transaction
for the owners of a business opportunity.

     The analysis of new business opportunities
will be undertaken by, or under the supervision
of, the officers and directors of the Company,
none of whom is a professional business analyst.
Management intends to concentrate on identifying
preliminary prospective business opportunities
which may be brought to its attention through
present associations of the Company's President
and its two directors, or by the Company's
shareholders.  In analyzing prospective business
opportunities, management will consider such
matters as the available technical, financial
and managerial resources; working capital and
other financial requirements; history of
operations, if any; prospects for the future;
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; specific risk
factors not now foreseeable but which then may
be anticipated to impact the proposed activities
of the Company; the potential for growth or
expansion; the potential for profit; the perceived
public recognition or acceptance of products,
services, or trades; name identification; and
other relevant factors.  Management will meet
personally with management and key personnel
of the business opportunity as part of their
investigation.  To the extent possible, the
Company intends to utilize written reports and
personal investigation to evaluate the above
factors.  The Company will not acquire or merge
with any company for which audited financial
statements cannot be obtained within a
reasonable period of time after closing
of the proposed transaction.

     Management of the Company, while not
especially experienced in matters relating to
the new business of the Company, will rely upon
their own efforts and, to a much lesser extent,
the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company.
It is not anticipated that any outside
consultants or advisors, other than the Company's
legal counsel and accountants, will be utilized
by the Company to effectuate its business purposes
described herein.  However, if the Company does
retain such an outside consultant or advisor,
any cash fee earned by such party will need to
be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets
with which to pay such obligation.  There have
been no contracts or agreements with any outside
consultants and none are anticipated in the future.

     The Company will not restrict its search for
any specific kind of firms, but may acquire a
venture which is in its preliminary or development
stage, which is already in operation, or in
essentially any stage of its corporate life.
It is impossible to predict at this time the
status of any business in which the Company may
become engaged, in that such business may need
to seek additional capital, may desire to have
its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
However, the Company does not intend to obtain
funds in one or more private placements to finance
the operation of any acquired business opportunity
until such time as the Company has successfully
consummated such a merger or acquisition.

ACQUISITION OF OPPORTUNITIES

     In implementing a structure for a particular
business acquisition, the Company may become a
party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another
corporation or entity.  It may also acquire stock
or assets of an existing business.  On the
consummation of a transaction, it is probable
that the present management and shareholders of
the Company will no longer be in control of the
Company.  In addition, 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 or may sell
their stock in the Company.  Any terms of sale
of the shares presently held by officers and/or
directors of the Company will be also afforded
to all other shareholders of the Company on
similar terms and conditions.  Any and all
such sales will only be made in compliance
with the securities laws of the United
States and any applicable state.

     It is anticipated that any securities
 issued in any such reorganization would
be issued in reliance upon exemption from
registration under applicable federal
and state securities laws.  In some
circumstances, however, as a negotiated
element of its transaction, the Company
may agree to register all or a part of
such securities immediately after the
transaction is consummated or at specified
times thereafter.  If such registration
occurs, of which there can be no assurance,
it will be undertaken by the surviving
entity after the Company has successfully
consummated a merger or acquisition and
the Company is no longer considered a
"shell" company.  Until such time as
this occurs, the Company will not attempt
to register any additional securities.
The issuance of substantial additional
securities and their potential sale into
any trading market which may develop in
the Company's securities may have a
depressive effect on the value of the
Company's securities in the future, if
such a market develops, of which there
is no assurance.

     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 avoid the creation
 of a taxable event and thereby structure
 the acquisition in a so-called "tax-free"
 reorganization under Sections 368a or 351
 of the Internal Revenue Code (the "Code").

     With respect to any merger or acquisition,
negotiations with target company management
is expected to focus on the percentage of
the Company which target company shareholders
would acquire in exchange for all of their
shareholdings in the target company.  Depending
upon, among other things, the target
company's assets and liabilities, the
Company's shareholders will in all
likelihood hold a substantially lesser
percentage ownership interest in the
Company following any merger or acquisition.
The percentage ownership may be subject to
significant reduction in the event the
Company acquires a target company with
substantial assets.  Any merger or
acquisition effected by the Company
can be expected to have a significant
dilutive effect on the percentage of
shares held by the Company's
then-shareholders.  While management
of the Company anticipates obtaining
the approval of the shareholders of the
Company via a Proxy Statement, the effect
will be to assure such approval where
management supports such a business
transaction because management presently
controls sufficient shares of the Company
to effectuate a positive vote on the proposed
transaction.

     The Company will participate in a
business opportunity only after the
negotiation and execution of appropriate
written agreements.  Although the terms of
such agreements cannot be predicted,
generally such agreements will require
some 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 and after such closing, will outline
the manner of bearing costs, including costs
associated with the Company's attorneys and
accountants, will set forth remedies on default
and will include miscellaneous other terms.

     As stated hereinabove, the Company will
not acquire or merge with any entity which
cannot provide independent audited financial
statements within a reasonable period of time
after closing of the proposed transaction.  The
Company is subject to all of the reporting
requirements included in the 34 Act.  Included
in these requirements is the affirmative duty
of the Company to file independent audited
financial statements as part of its Form 8-K to
be filed with the Securities and Exchange
Commission upon consummation of a merger or
acquisition, as well as the Company's audited
financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable).
If such audited financial statements are not
available at closing, or within time parameters
necessary to insure the Company's compliance with
the requirements of the 34 Act, or if the audited
financial statements provided do not conform to
the representations made by the candidate to be
acquired in the closing documents, the closing
documents may provide that the proposed transaction
will be voidable, at the discretion of the present
management of the Company.

     The Company's officers and shareholders have
verbally agreed that they will advance to the Company
any additional funds which the Company needs for
operating capital and for costs in connection with
searching for or completing an acquisition or merger.
These persons have further agreed that such advances
will be made in proportion to each person's percentage
ownership of the Company. These persons have also
agreed that such advances will be made interest free
without expectation of repayment unless the owners
of the business which the Company acquires or merges
with agree to repay all or a portion of such advances.
There is no dollar cap on the amount of money which
such persons will advance to the Company.  The Company
will not borrow any funds from anyone other than its
current shareholders for the purpose of repaying
advances made by the shareholders, and the Company
will not borrow any funds to make any payments to
the Company's promoters, management or their
affiliates or associates.

     The Board of Directors has passed a resolution
which contains a policy that the Company will not
seek an acquisition or merger with any entity in
which any of the Company's Officers, Directors,
principal shareholders or their affiliates or
associates serve as officer or director or hold
any ownership interest.  Management is not aware
of any circumstances under which this policy,
through their own initiative may be changed.

COMPETITION

     The Company is and will remain an insignificant
participant among the firms that engage in mergers
 with and acquisitions of privately financed entities.
Many established venture-capital and financial concerns
have significantly greater financial and personnel
resources and technical expertise than the Company.
In view of the Company's limited financial resources
and limited management availability, the Company
will continue to be at a significant disadvantage
compared to the Company's competitors.

EMPLOYEES

     The Company has no full time employees.
The Company's President has agreed to allocate
a portion of his time to the activities of the
Registrant, without compensation.  The President
anticipates that the business plan of the
Company can be implemented by his devoting
approximately 10 hours per month to the business
affairs of the Company and, consequently,
conflicts of interest may arise with respect
to the limited time commitment by such officer.

ITEM 2.  DESCRIPTION OF PROPERTY.

     From December 9, 1996 until October 8,
2001(inception), the Company has maintained
its office in space provided by Timothy J.
Brasel, the Company's Secretary/Treasurer,
at no charge.  From October 8, 2001 until
present, the Company has maintained its
office in space provided by Barrett Evans,
the Company's President/ Director, at no charge.
The Company owns no real property.

ITEM 3.  LEGAL PROCEEDINGS.

     There are no pending legal proceedings,
and the Company is not aware of
any threatened legal proceedings to
which the Company is a party.

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

     No matters were submitted to a vote of
security holders during the fourth quarter
of the fiscal year ended December 31, 2001.

                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) MARKET INFORMATION.  No public market
for any securities of the Company has
developed, and no firm has undertaken
to make a market in the Company's securities.

(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.
The number of record holders of the Company's
no par value common stock at March 10, 2001,
was approximately 12.

(c) DIVIDENDS.  No dividends have been
declared or paid by the Company since inception.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     During the period from the Company's
inception on December 9, 1996 to December 31, 2001,
the Company engaged in no significant operations
other than the search for possible acquisition
candidates.  No revenues were received by the
Company during the fiscal year.  The Company
experienced a net loss of $(11,299) during the
year ended December 31, 2001, which was primarily
the result of the legal and accounting costs of
compliance with the reporting requirements of
the securities laws, and general and administrative
expenses.

     For the remainder of the current fiscal year,
the Company anticipates losses similar in magnitude
to those experienced historically.  Should the
Company intensify its search for an acquisition
candidate, however, losses are likely to accrue
at a greater rate than experienced historically.
The Company anticipates that until a business
combination is completed with an acquisition
candidate, it will not generate revenues other
than interest income, and may continue to
operate at a loss after completing a business
combination, depending upon the performance
of the acquired business.

     As of December 31, 2001, the Company had
no material commitments for capital expenditures.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on
pages F-1 through F-8 hereto.

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

    There have been no disagreements between
the Company and its independent accountants on
any matter of accounting principles or
practices or financial statement disclosure
since the Company's inception.

                                   PART III

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

The Directors and Officers of the
Company are as follows:

          Name                Age         Positions and Offices Held
          ----                ---         --------------------------

     Barrett R. Evans         30      President and Director

     Jeffrey S. Conrad        28      Secretary, Treasurer and Director

     In addition to the two officers and directors
listed above, the following persons could also be
deemed to be promoters and/or control persons of
the Company, as those terms are defined in the
Rules and Regulations promulgated under the
Securities Act of 1933, as amended:

                       Dr. Paul Dragul    - Shareholder
                       James R. Sjoerdsma - Shareholder

     There is no family relationship between
any Director or Executive Officer of the Company.

     The Company presently has no committees.

     Set forth below are the names of all
Directors and Executive Officers of the Company,
all positions and offices with the Company held
by each such person, the period during which he
has served as such, and the business
experience of such persons during at least
the last five years:

    Barrett R. Evans.  Mr. Evans has served
as the President and a Director of the Company
since October 2001.  He also serves as eFund
Capital Partners' President, Chief Executive
Officer and Founder.  Barrett started his
career with Cruttenden Roth, a regional
emerging growth focused investment bank.
At Cruttenden, Barrett developed significant
relationships with institutional investors in
private and debt equity and was engaged in all
facets of investment banking from private debt
and equity financing to Initial Public
Offerings, retail brokerage and institutional
trading, Mezzanine financing and bridge capital.

Barrett founded BRE Investments & Consulting, LLC.
in 1996.  BRE Investments & Consulting evolved into
what is now eFund Capital Partners.  At eFund Capital
Partners, Barrett has utilized his institutional
contacts to help fund numerous start-up companies
and has advised these companies on a wide range
of issues including raising capital, securing
management and overall business strategy.
Barrett is also an investment consultant to
the Royal Family of the United Arab Emirates.


     Jeffrey S. Conrad.  Mr. Conrad has
served as Secretary, Treasurer and a
Director of the Company since October 2001.
He is also a Partner at eFund Capital Partners
where assist the firm with advising start-up
companies on issues ranging from capital structure,
raising capital, securing management and overall
business stratey.    Mr. Conrad is also the
Vice-President of Televoip, a telecommunications
company focused the resale of wholesale long
distance communication services.  Prior to joining
eFund Capital Partners Jeff worked as a contract
attorney for the law firm of Gibson, Dunn and
Crutcher.  Prior to that time he worked with
Diana Perez, Attorney at Law, Kushner-Locke
International and Universal Pictures.
Jeff's primary focus has been on entertainment
and corporate transactions.  Jeff also worked
as a junior publicist for the public relations
firm Levine Communications where his focus was
strategic advertising.

     All Directors of the Company hold office
until the next annual meeting of the shareholders
 and until their successors have been elected
and qualified.

     The Officers of the Company are elected
by the Board of Directors at the first meeting
after each annual meeting of the Company's
shareholders, and hold office until their death,
or until they shall resign or have been removed
from office.

     The date of the next annual meeting of
the Company will be determined by the Company's
Board of Directors in accordance with Colorado law.

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

     Based solely on a review of Forms 3 and 4 and
amendments thereto furnished to the Company
during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with
respect to its most recent fiscal year, and
certain written representations,  no persons who
were either a director, officer, or beneficial
owner of more than 10% of the Company's
common stock failed to file on a timely basis
reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year.


ITEM 10.  EXECUTIVE COMPENSATION.

     The Company's sole Officer and its Directors
currently receive no salary from the Company.

     It is possible that the Company's Officers
and Directors will sell part or all of their shares
of the Company's Common Stock pursuant to the
successful completion of a potential acquisition
of a business opportunity. However, this is dependent
upon arm's length negotiations between the
Company's Officers and Directors and management
of the potential merger entity.  There currently
is no agreement or understanding of any kind whereby
Officers and Directors of the Company will dispose
of part or all of their shares of the Common Stock
of the Company pursuant to an acquisition of the
business opportunity.

     The Company has no retirement, pension,
profit-sharing or insurance or medical
reimbursement plans covering its Officers and Directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of March 10, 2000,
the stock ownership of each person known by the
Company to be the beneficial owner of five
percent or more of the Company's Common Stock,
each Director individually and all Directors
and Officers of the Company as a group:

    NAME AND ADDRESS            AMOUNT OF BENEFICIAL
   OF BENEFICIAL OWNER               OWNERSHIP         PERCENTAGE OF CLASS
------------------------        --------------------   -------------------

Timothy J. Brasel                  120,000(1)               6.0%
5770 South Beech Court
Greenwood Village, CO 80121

Peirce Enterprises                 100,000                  5.0%
5125 West Lake Avenue
Littleton, CO 80123

Paul H. Dragul                     190,000 (2)              9.0%
950 E. Harvard, No. 500
Denver, CO 80210


EFund Capital Partners, LLC.	     1,404,000		      70.2%
301 East Ocean Blvd. Suite 640
Long Beach, CA 90802

Jeffrey Conrad
301 East Ocean Blvd. Suite 640	98,000			4.9%
Long Beach, CA 90802

Barrett Evans
301 East Ocean Blvd. Suite 640	98,000			4.9%
Long Beach, CA 90802


All Executive Officers and         196,000 (1)           	9.8%
Directors as a Group
(2 Persons)
__________________

(1) Includes 22,500 shares held by the Charitable Remainder Trust of Timothy
    J. Brasel; 60,000 shares held by Brasel Family Partners; 15,000 shares
    held by Bleu Ridge Consultants Profit Sharing Plan & Trust; 15,000 shares
    held by the Charitable Remainder Trust of Susan A. Brasel; and 7,500
    shares held by the Charitable Remainder Trust of Mary J. Brasel.  Mr.
    Brasel is a trustee for the Charitable Remainder Trusts of Timothy J.
    Brasel, Susan A. Brasel and Mary J. Brsael; the General Partner of Brasel
    Family Partners, Ltd. and the owner of Bleu Ridge Consultants.

(2) Includes 30,000 shares owned of record by Mr. Dragul and 160,000 shares
    owned by Mr. Dragul's IRA.

(3) The general partner of Nasus Lesarb, Ltd. is Susan Brasel, the sister of
    Timothy J. Brasel.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.

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

     (a)  3. EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                    LOCATION

 3          Articles of Incorporation      Incorporated by reference to
                                           Exhibit 2.1 to the Registrant's
                                           Form 10-SB Registration
                                           Statement filed on March 2,
                                           1998 (No. 0-23857)

 3          Bylaws                         Incorporated by reference to
                                           Exhibit 2.2 to the Registrant's
                                           Form 10-SB Registration
                                           Statement filed on March 2,
                                           1998 (No. 0-23857)

10          Lock-up Agreements by          Incorporated by reference to
            Company Shareholders           Exhbit 3.1 to the Registrant's
                                           Form 10-SB Registration
                                           Statement filed on March 2,
                                           1998 (No. 0-23857)


     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
quarter ended December 31, 2001.

INDEX TO FINANCIAL STATEMENTS

ZIRCONIUM CAPITAL CORP.
(A Development Stage Company)


FINANCIAL STATEMENTS

with

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


	Report of Independent Certified Public Accountants		F-2

	Financial Statements:

		Balance Sheet							F-3

		Statements of Operations					F-4

		Statement of Changes in Stockholders'
		 (Deficit)								F-5

		Statements of Cash Flows					F-6

		Notes to Financial Statements					F-7


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Zirconium Capital Corp.
Long Beach, California

We have audited the accompanying balance
sheet of Zirconium Capital Corp. (a development-stage
 company) as of December 31, 2001,
and the related statements of operations,
stockholders' (deficit) and cash flows for
the years ended December 31, 2001 and
December 31, 2000 and for the period from
December 5, 1996 (date of inception)
through December 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
misstatement.  An audit includes examining,
on a test basis, evidence supporting the
amounts and disclosures in the financial
statements.  An audit also includes assessing
the accounting principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements,
referred to above, present fairly, in all
material respects, the financial position
of Zirconium Capital Corp. (a development-stage
company) as of December 31, 2001, and the results
of its operations, changes in its stockholders'
deficit) and its cash flows for the years ended
December 31, 2001 and December 31, 2000 and for
the period from December 5, 1996 (date of inception)
through December 31, 2001 in conformity with
accounting principles generally accepted in
the United States of America.

The accompanying financial statements have
been prepared assuming that the Company will
continue as a going concern.  As described
in Note 1, the Company has suffered recurring
losses from operations and has a negative working
capital that raise substantial doubt about its
ability to continue as a going concern.
The financial statements do not include
any adjustments that might result from the
outcome of this uncertainty.



Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, CO 80211

March 25, 2002

ZIRCONIUM CAPITAL CORP.
(A Development Stage Company)

BALANCE SHEET
December 31, 2001

ASSETS


Current Assets:							$            -

Organization costs, net of amortization			      1,610

TOTAL ASSETS	       					$     1,610


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable						$        500
  	Total Current Liabilities				          500

TOTAL LIABILITIES							          500

Stockholders' Equity:
  Preferred stock, no par value
   5,000,000 shares authorized,
   none issued and outstanding	-
  Common stock, no par value
   100,000,000 shares authorized,
   2,000,000 issued and outstanding	 10,050
  Additional Paid In Capital 	30,660
  Accumulated (Deficit) during development stage	    (39,600)

TOTAL STOCKHOLDERS' EQUITY	 				       1,110

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 		$     1,610




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

ZIRCONIUM CAPITAL CORP.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Period from December 5, 1996 (date of inception)
through December 31, 2001



							   		  		For the
							 				Period from
							 				December 5,
											1996 (date of
							 				inception
					Year Ended 		Year Ended 		through
					December 31,	December 31,	December 31,
				      2001    		    2000    		    2001


Revenue				$       - 	     $             - 	$      -

Expenses
   Advertising					- 			- 		448
   Amortization				1,610 			1,610 			6,440
   Legal and audit fees			5,997 			4,251 			16,692
   Rent					1,200 			1,200 			4,800
   Professional fees			2,400 			2,400 			9,635
   Other				       92___ 		       115__ 		       1,585
					      11,299 		       9,576 		      39,600

Net (Loss)				$  (11,299)		$    (9,576)		$ 9,600)
Per Share				$     (.01)		$        nil 	      $  (.02)

Weighted Average Shares		  2,000,000 		  2,000,000 		  2,000,000
Outstanding


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

ZIRCONIUM CAPITAL CORP.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)

For the Period from December 5, 1996 (date of inception)
through December 31, 2001


											Additional
                           Preferred    Stock      Common     Stock
									Paid-in    Accumulated
                           No./Shares   Amount   No./Shares   Amount
							Capital      Deficit     Total
                           ----------   ------   ----------   ------
----------  -----------   ------

Balance at December 5,
1996                                -   $    -            -   $    -
$        -  $         -   $    -

Common stock issued for
cash, at inception, at
$.00005 per share                   -        -    1,000,000
50           -            -       50
                           ----------   ------   ----------
 ------  ----------  -----------   ------

Balance at December 31,
1996                                -        -    1,000,000
50           -            -       50

Common Stock issued for
cash, at $.01 per share             -        -    1,000,000
10,000           -            -   10,000

Net loss-year ended
December 31, 1997                   -        -            -
-           -            -        -
                           ----------   ------   ----------
------  ----------  -----------   ------

Balance at December 31,
1997                                -        -    2,000,000
10,050           -            -   10,050

Contributed capital -
services and facilities
provided by related parties         -        -            -
  -       3,600            -    3,600

Net loss-year ended
December 31, 1998                   -        -            -
-           -       (8,804)  (8,804)
                           ----------   ------   ----------
 ------  ----------  -----------   ------

Balance at December 31,
1998                                -        -    2,000,000
10,050       3,600       (8,804)   4,846

Contributed capital -
Services and facilities
provided by related
parties                             -        -            -
  -       3,600            -    3,600

Net loss-year ended
December 31, 1999                   -        -            -
 -           -       (9,921)  (9,921)
                           ----------   ------   ----------
------  ----------  -----------   ------

Balance at December 31,
1999                                -        -    2,000,000
10,050       7,200      (18,726)  (1,475)

Contributed capital -
Services and facilities
provided by related
parties                             -        -            -
-       3,600            -    3,600

Net loss-year ended
December 31, 2000                   -        -            -
-           -       (9,576)  (9,576)
                           ----------   ------   ----------
------  ----------  -----------   ------

Balance at December 31,
2000                                -        -    2,000,000
10,050       10,800      (28,301)  (7,451)

Contributed capital -
Services and facilities
provided by related
parties                             -        -            -
-       19,860            -    19,860

Net loss-year ended
December 31, 2001                   -        -            -
 -           -      (11,299)  (11,299)
                           ----------   ------   ----------
 ------  ----------  -----------   ------

Balance at December 31,
2001                                -   $    -    2,000,000
$10,050  $   30,660  $   (39,600) $(1,110)
                           ==========   ======   ==========
=======  ==========  ===========  =======



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




ZIRCONIUM CAPITAL CORP.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Period from December 5, 1996 (date of inception)
through December 31, 2001



For the

Period from
December 5,

1996 (date of

inception)
					Year Ended 		Year Ended
through
					December 31,	December 31,
December 31,
2001 2000
2002 2001
Operating Activities:
 Net (Loss)				$  (11,299)		$   (9,576)
$  (39,600)
 Adjustment to reconcile net
  (loss) to net cash provided
  by operating activities:
   Amortization				1,610 		1,610
6,440
   Increase (decrease) in	     (3,751)	       (467)
500
    accounts payable
Net Cash Provided by (Used in)
   Operating Activities		    (13,440)	     (8,433)
(32,660)

Cash Flows from Investing
 Activities				              -              -
   -

Cash Flows from Financing
 Activities:
   Organization costs incurred	     - 		      -
(8,050)
   Increase in additional paid-in	19,860 		3,600
30,660
   capital
   Advances from (repayments to)    (6,511)		4,811
      -
   related parties
Issuance of common stock                  -
 - 	 10,050
Net Cash Provided by (Used in)
 Financing Activities		      13,349 		     8,411 		    32,660

Increase (decrease) in Cash		(91)				(22)		         -

Cash, Beginning of Period            91 		            113 		         -

Cash, End of Period	$            - 		$         91
		$        -

Interest Paid		$            - 		$
 - 		$        -

Income Taxes Paid		$            - 		$
 - 		$        -

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


ZIRCONIUM CAPITAL CORP.
	(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 2001

(1)	Summary of Accounting Policies

This summary of significant accounting
policies of Zirconium Capital Corp. (Company)
is presented to assist in understanding the
Company's financial statements.  The
financial statements and notes are
representations of the Company's management
who is responsible for their integrity and
objectivity.  These accounting policies conform
to generally accepted accounting principles and
have been consistently applied in the preparation
of the financial statements.

	(a)	Description of Business

The Company was organized on December 5, 1996 for
the purpose of engaging in any lawful business but
it is management's plan to seek a business combination.
The Company is a development-stage company since
planned principal operations have not commenced.
The Company has selected December 31 as its year
end.

	(b)	Use of Estimates in the Preparation of
Financial Statements

		The preparation of financial statements
in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from
those estimates.

	(c)	Organization Costs

		Costs incurred to organize the Company
will be amortized on a straight-line basis over a
sixty month period.

	(d)	Income Taxes

As of December 31, 2001, the Company had net
operating losses available for carryover to future
years of approximately $40,00, expiring in various
years through 2021.  Utilization of these carryovers
may be limited if there is a change in control of the
Company.  As of December 31, 2001, the Company has
total deferred tax assets of approximately $8,000 due
to operating loss carry-forwards.  However, because of
the uncertainty of potential realization of these tax
assets, the Company has provided a valuation allowance
for the entire $8,000.  Thus, no tax assets have been
recorded in the financial statements as of December
31, 2001.


ZIRCONIUM CAPITAL CORP.
	(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 2001

(1)	Summary of Accounting Policies, Continued

	(e)	Basis of Presentation - Going Concern

		The accompanying financial statements
have been prepared in conformity with generally accepted
accounting principles, which contemplates continuation
of the Company as a going concern.  However, the
Company has sustained operating losses since its
inception and has a negative working capital that
raise substantial doubts about its ability to
continue as a going concern.

In view of these matters, realization of certain
of the assets in the accompanying balance sheet
is dependent upon continued operations of the
Company, which in turn is dependent upon the
Company's ability to meet its  financial
requirements, raise additional capital,
and the success of its future operations.

Management is in the process of attempting to
raise additional capital and reduce operating
expenses.  Management believes that its ability
to raise additional capital and reduce operating
expenses provide an opportunity for the Company
to continue as a going concern.

(2)	Common Stock Issued

During the period ended December 31, 1996 the
Company issued 1,000,000 restricted shares of
common stock for $50 cash. During the period
ended December 31, 1997 the Company issued
1,000,000 restricted shares of common stock
for $10,000 of stock subscriptions.  The $10,000
was received during February 1998.

(3)	Related Party Transaction

The Company uses the office of a shareholder at
no cost.  The Company expects this arrangement
to continue until the Company commences planned
operations.  The Company considered the value of
this office facility to be $100 per month
and has accounted for this amount as additional
paid-in capital.  In addition, two officers of
the Company provided services at no cost to
the Company.  The value of these services was
determined to be $100 per month per officer
which has been accounted for as additional
paid-in capital.


Change in Control

Effective October 8, 2001, the shareholders
of the Company entered into an agreement to
sell 1,600,000 shares of the Company issued
and outstanding common stock.  The transaction
resulted in a change in control of the Company.
1