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, 2000
                         Commission file number 0-29819

                                Zeta Corporation
                              ---------------------
           (Name of small business issuer as specified in its charter)

           Florida                                               58-2349413
           -------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

216 - 1628 West 1st Avenue, Vancouver, BC                          V6J 1G1
-----------------------------------------                          -------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:           (604) 659-5018

Securities registered under Section 12(b) of the Act:

                                      None

Securities registered under Section 12(g) of the Act:

        Common Stock, $0.001 par value, listed on the OTC Bulletin Board


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required 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 for the
past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K ( X )

Revenues for last fiscal year were $0.00

Aggregate market value of Common Stock, $0.001 par value, held by non-affiliates
of the  registrant  as of March 21, 2001:  $175,000.  Number of shares of Common
Stock, $0.001 par value, outstanding as of March 21, 2001: 10,300,000.

DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for the 2001 Annual Meeting
of  Shareholders  (to be filed  with the  Commission  within  120 days after the
registrant's  fiscal year end) is hereby incorporated by reference into Part III
of this Form 10-KSB.

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>
PART I
Item 1.   Description of Business                                                         3
Item 2.   Description of Properties                                                       6
Item 3.   Legal Proceedings                                                               6
Item 4.   Submissions of Matters to a Vote of Security Holders                            6

PART II
Item 5.   Market for the Common Equity and Related
          Stockholder Matters                                                             6
Item 6.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                                   7
Item 7.   Financial Statements                                                            9
Item 8.   Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure                                                   19

PART III
Item 9.   Directors, Executive Officers, Promotors, and Control Persons;
              Compliance with Section 16(a) of the Exchange Act                          19
Item 10.  Executive Compensation                                                         19
Item 11.  Security Ownership of Certain Beneficial Owners and Management                 19
Item 12.  Certain Relationships and Related Transactions                                 19

PART IV
Item 13.  Exhibits and Reports on Form 8-K                                               19

</TABLE>


<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Except for the historical  information  contained herein, the discussion in this
Annual Report on Form 10-KSB contains  certain  forward-looking  statements that
involve risk and  uncertainties,  such as  statements  of the  Company's  plans,
objectives,  expectations and intentions. The cautionary statements made in this
document  should  be read as being  applicable  to all  related  forward-looking
statements  wherever they appear in this document.  The Company's actual results
could differ materially from those discussed herein.

                                  THE COMPANY

Zeta Corporation (The Company) is a developmental stage company. The Company was
incorporated under the laws of the State of Florida on October 21, 1997, with an
authorized  capital of 100,000,000  shares of common stock,  par value of $0.001
per share, and 1,000,000 shares of preferred stock, par value of $0.10.

On October 21, 1997, the Company issued  3,000,000  restricted  shares of common
stock for services  rendered at $0.001 per share,  or $3000.  During  1997,  the
Company completed an Offering  Memorandum for 300,000 shares of common stock for
cash at $0.25 per share,  or $75,000.  On December 15, 1998,  the Company issued
4,000,000  shares of common stock for services  rendered at $0.10 per share,  or
$400,000.  During March 1999, the Company  completed an Offering  Memorandum for
3,000,000 shares of common stock,  along with 3,000,000 share purchase warrants,
for cash at $0.10 per unit, or $300,000.

                             DESCRIPTION OF BUSINESS

The Company is  currently  developing a website  (www.newcompanycapital.com)  to
serve as an online community for  entrepreneurs  and start-up  companies seeking
capital and accredited  investors seeking to invest. The Company plans to charge
a listing fee to entrepreneurs  and start-up  companies seeking to raise capital
by posting  their  executive  summaries in a password  protected  section of the
website.  Accredited  investors  seeking greater detail before investing will be
charged a viewing fee to access  business plans.  The information  posted on the
web site will not consist of  offering  material  nor will the Company  offer or
sell  securities.  The  Company's  website  will serve  strictly as a conduit or
meeting place. The Company will not collect commissions or any other fees, other
than a listing fee from the client company or entrepreneur seeking capital and a
viewing fee from the  investor.  The  Company  will not be involved in any other
aspect of the client company's  business,  nor in the decision making process of
the investor.

<PAGE>

The market for early  stage  financing  is highly  fragmented  and  inefficient.
Entrepreneurs and start-up companies often find it difficult, time-consuming and
costly  to access  and make  presentations  to the  venture  capital  community.
Likewise,  investors  wishing  to make  early  stage  investments  also  find it
difficult to gain access to a wide variety of companies or entrepreneurs seeking
early stage  capital.  Large amounts of money  flowing into the venture  capital
market has  resulted  in the  average  venture  capital  investment  being $12.0
million in the fourth quarter of 2000,  with the total amount raised during 2000
rising   80%   over   1999    levels   to   $68.8    billion,    according    to
PricewaterhouseCoopers. This has made it more difficult for companies seeking to
raise smaller amounts of early stage capital between $100,000 and $4,000,000.

When  launched,   the  Company's   website  will  compete  against  many  better
capitalized and well managed companies  offering similar services.  Some current
competitors    include    businesspartners.com,    capital.com,    vfinance.com,
venturehighway.com,      angelstreet.com,      theelevator.com,     corpfin.com,
offroadcapital.com,   capmatch.com,   partnerseek.com,   and  garage.com.  While
competition  is expected to  intensify in the future,  with many new  contenders
entering  the  marketplace,  the high  growth  of the  Internet  itself  and the
continuous  need for capital to finance new  companies is expected to expand the
size of the  marketplace  in order to allow  for many  competitors.  In order to
develop an online  community of funders and those seeking  funding,  the Company
plans to advertise its services through opt-in email lists,  through print media
catering to  entrepreneurs,  and to certain  professional  communities,  such as
lawyers, accountants and investment bankers.

Employees
---------

At December 31, 2000, the Company  employed 1 full time and 1 part-time  person.
To the  best of the  Company's  knowledge,  none of the  Company's  officers  or
directors is bound by restrictive  covenants from prior  employers.  None of the
Company's  employees  are  represented  by  labor  unions  or  other  collective
bargaining  groups. The Company considers its relationship with its employees to
be excellent.

                                  Risk Factors
                                  ------------

Intellectual Property
---------------------

The Company relies on a combination  of copyright law, trade secret  protection,
confidentiality  agreements and other  contractual  arrangements with employees,
vendors  and  others to  protect  its rights to  intellectual  property.  Theses
measures,  however,  may be inadequate to deter  misappropriation of proprietary
information.  Failure to adequately protect its intellectual property could harm
the Company's  brand,  devalue its proprietary  content and affect the Company's
ability     to     compete     effectively.

<PAGE>

Environmental Matters
------------- -------

The  Company   believes  it  conducts  its  business  in  compliance   with  all
environmental laws presently  applicable to its facilities.  To date, there have
been no expenses incurred by the Company related to environmental issues.

Government Regulation
---------------------

The Company is not subject to any direct governmental  regulation other than the
securities laws and regulations applicable to all publicly owned companies,  and
laws and regulations applicable to businesses generally.

ITEM 2: DESCRIPTION OF PROPERTY

The Company's  office is located at Suite 216, 1628 West 1st Avenue,  Vancouver,
BC, V6J 1G1.  These  premises are owned by Tajinder  Chohan and Kundan S. Rayat,
the wife and father,  respectively,  of the Company's President and CEO. On June
1, 2001, the Company plans to enter into a lease for 12 months at  approximately
$1000 per month,  without an option to renew.  At present,  the Company  pays no
rent.

ITEM 3: LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings.

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

There were no matters  submitted  to a vote of the security  holders  during the
fourth quarter of the fiscal year covered by this report.

<PAGE>

PART II

ITEM 5:  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
     MATTERS.

(a)  Market Information

     The Company's Common Stock is traded on the Over the Counter Bulletin Board
     market under the symbol "ZETA". The following table sets forth the high and
     low closing prices for the periods indicated:

<TABLE>
<CAPTION>
                                                                       High                      Low
                                                                       ----                      ---
<S>           <C>                                                      <C>                       <C>
First Quarter 1999                                                     $  0.47                   $  0.13
Second Quarter 1999                                                    $  0.75                   $  0.53
Third Quarter 1999                                                     $  0.57                   $  0.53
Fourth Quarter 1999                                                    $  0.65                   $  0.63
First Quarter 2000                                                     $  1.13                   $  0.31
Second Quarter 2000                                                    $  0.59                   $  0.09
Third Quarter 2000                                                     $  0.34                   $  0.09
Fourth Quarter 2000                                                    $  0.25                   $  0.21

</TABLE>

(b)  Holders

     As at March 21, 2001 there were approximately 37 registered stockholders of
     record of the Company's Common Stock.

(c)  Dividend Policy

     The Company has never paid a dividend  and does not  anticipate  paying any
     dividends in the foreseeable  future. It is the present policy of the Board
     of Directors to retain the Company's earnings,  if any, for the development
     of the Company's business.

<PAGE>

ITEM 6: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto included in Item 7 of this Form 10-KSB.  Except for
the  historical  information  contained  herein,  the  discussion in this Annual
Report on Form 10-KSB contains certain  forward-looking  statements that involve
risk and uncertainties,  such as statements of the Company's plans,  objectives,
expectations  and  intentions.  The cautionary  statements made in this document
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this document. The Company's actual results could differ
materially from those discussed here.

OVERVIEW
--------

The  Company is  engaged  in the  development  of  www.newcompanycapital.com,  a
website that will serve as an online  community for  entrepreneurs  and start-up
companies  seeking  capital and  accredited  investors  seeking to invest.  Upon
completion  of the  website,  the  Company  plans  to  charge a  listing  fee to
entrepreneurs  and start-up  companies seeking to raise capital by posting their
executive  summaries in a password protected section of the website.  Accredited
investors  seeking greater detail before investing will be charged a viewing fee
to  access  business  plans.  The  information  posted  on the web site will not
consist of offering material nor will the Company offer or sell securities.  The
Company's website will serve strictly as a conduit or meeting place. The Company
will not collect  commissions  or any other fees,  other than a listing fee from
the client company or  entrepreneur  seeking  capital and a viewing fee from the
investor.  The Company  will not be  involved in any other  aspect of the client
company's business, nor in the decision making process of the investor.

RESULTS OF OPERATIONS
---------------------

Revenues.  The Company did not generate revenues for the year ended December 31,
2000, nor for the year ended December 31, 1999.

General and Administrative  Expenses.  During 2000, the Company incurred $90,877
in general and administrative  expenses, a decrease of 43% over 1999 expenses of
$130,756.  The decrease is primarily  attributable to additional management fees
and operating  expenses  related to the  development and launch of the Company's
website.

Interest  Income.  Interest  income was  $10,269  and $9,711 for the years ended
December 31, 2000 and 1999, respectively.  Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.

<PAGE>

Provision for Income Taxes.  As of December 31, 2000, the Company's  accumulated
deficit was  $673,599 and as a result,  there has been no  provision  for income
taxes to date.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At December 31, 2000, the Company had a cash balance of $151,564,  compared to a
cash  balance of $181,884 at December 31,  1999.  During 2000,  the Company used
$26,850 of net cash in operating activities,  as compared o $121,170 of net cash
used in 1999.  This  decrease in net cash used in operating  activities  was due
mainly to a decrease in the operating expenses between the years. As at December
31, 2000,  the Company had $50,180 in accounts  payable,  an increase of $50,180
over the amount of $0.00 as at December 31, 1999.

Net cash flows used in investing  activities was ($3,470) for 2000,  compared to
net cash flows used of $0.00 for 1999.  The change in the net cash flows used in
investing activities was due mainly to purchasing of computer equipment.

Net cash flows provided by financing  activities was $0.00 in 2000,  compared to
$300,000 in 1999.  The Company has financed  its  operations  primarily  through
private placements of Common Shares.

The Company's future funding requirements will depend on numerous factors. These
factors  include the Company's  ability to establish and profitably  operate its
website,  recruit  and  train  qualified  management,  technical  and  marketing
personnel and the Company's ability to compete against other, better capitalized
corporations who offer similar web based services.

Due to the "start up" nature of the Company's businesses, the Company expects to
incur  losses as it  expands.  The  Company  expects to raise  additional  funds
through  private or public  equity  investment  in order to expand the range and
scope of its  business  operations.  The Company  will seek access to private or
public  equity  but there is no  assurance  that such  additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all.

<PAGE>

ITEM 7: FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                    CONTENTS

<S>                                                                             <C>
Independent Auditors' Report                                                    10

Balance Sheets as of December 31, 2000 and 1999                                 11

Statements of Operations For The Years Ended December 31, 2000 and 1999,
  and For The Period From Inception (October 21, 1997) To December 31, 2000     12

Statements of Stockholders' Equity From Inception (October 21, 1997) to
  December 31, 2000                                                             13

Statements of Cash Flows For The Years Ended December 31, 2000 and 1999,
  and For The Period From Inception (October 21, 1997) To December 31,  2000    14

Notes to the Financial Statements                                               15-18

</TABLE>

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Zeta Corporation
Vancouver, B.C.  V6J 1G1

We  have  audited  the  accompanying  balance  sheets  of  Zeta  Corporation  (A
Development Stage Company), (the Company), as of December 31, 2000 and 1999, and
the related  statements of operations,  stockholders'  equity and cash flows for
the years then ended,  and for the period from  Inception  (October 21, 1997) to
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe  that our audits of the  financial  statements  provide a  reasonable
basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial  position of the Company at December 31, 2000 and 1999,
and the results of its operations and its cash flows for the periods  indicated,
in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements, the Company has been a development stage Company since its inception
on October 21, 1997.  The Company is devoting  substantially  all of its present
efforts in establishing a new business and planned principal operations have not
commenced.  The Company's ability to meet its future financing  requirements and
the  success of future  operations  cannot be  determined  at this  time.  These
factors  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.

/s/ Clancy and Co., P.L.L.C.
----------------------------
Clancy  and Co., P.L.L.C.
Phoenix, Arizona

March 6, 2001


<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
ASSETS                                                                                  2000             1999
------                                                                                  ----             ----
<S>                                                                                     <C>              <C>
Current Assets
   Cash                                                                                 $ 151,564        $ 181,884
   Prepaid Expenses                                                                           125              125
Total Current Assets                                                                      152,689          182,009

Fixed Assets, Net (Note 3)                                                                  2,892                0

Other Assets
   Organization Costs (Note 2)                                                                  0            3,000

Total Assets                                                                            $ 154,581        $ 185,009


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable (Note 4)                                                            $  50,180        $       0

Stockholders' Equity
   Preferred Stock: $0.10 Par Value, 1,000,000 Authorized; Issued
and Outstanding Shares, None                                                                 None             None
   Common Stock: $0.001 Par Value, 100,000,000 Authorized;
Issued and Outstanding, 10,300,000                                                         10,300           10,300
   Additional Paid In Capital                                                             767,700          767,700
   Loss Accumulated During The Development Stage                                         (673,599)        (592,991)
Total Stockholders' Equity                                                                104,401          185,009

Total Liabilities and Stockholders' Equity                                              $ 154,581        $ 185,009


</TABLE>

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND FOR THE
       PERIOD FROM SINCE INCEPTION (OCTOBER 21, 1997) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                              From Inception
                                                                                                              (October 21,
                                                                                                              1997) to
                                                                     Year Ended          Year Ended           December 31,
                                                                     December 31, 2000   December 31, 1999    2000
                                                                     -----------------   -----------------    ----
<S>                                                                 <C>                 <C>                   <C>
Revenus                                                             $         0         $           0         $        0
Expenses
   General and Administrative                                             90,877               130,756           695,543
Operating Loss                                                           (90,877)             (130,756)         (695,543)
Other Income
   Interest Income                                                        10,269                 9,711            21,944
Loss Available to Common Stockholders                                $   (80,608)        $    (121,045)       $ (673,599)
Basic Loss Per Share Common Share                                    $     (0.01)        $       (0.01)
Basic Weighted Average Common Shares Outstanding                      10,300,000             9,800,000

</TABLE>

<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
       PERIOD FROM SINCE INCEPTION (OCTOBER 21, 1997) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                                             Loss Accumulated
                                                                                              Additional     During the
                                             Preferred      Stock     Common      Stock       Paid In        Development
                                             Shares         Amount    Shares      Amount      Capital        Stage        Total
                                             ------         ------    ------      ------      -------        -----        -----
<S>                                          <C>            <C>       <C>         <C>         <C>            <C>          <C>
Issuance of Common Stock
For Services                                 0              $    0     3,000,000  $   3,000   $       0      $       0    $   3,000
Rendered as of October 21, 1997
Issuance of Common Stock For Cash at
$0.25 Per Share                                                          300,000        300      74,700                      75,000
Income From Inception (October 21, 1997)
To December 31, 1997                                                                                                42           42
Balance, December 31, 1997                   0                   0     3,300,000      3,300      74,700             42       78,042
Issuance of Common Stock For Services
Rendered at $0.10 Per Share                                            4,000,000      4,000     396,000                     400,000
Loss, Year Ended December 31, 1998                                                                            (471,988)    (471,988)
Balance, December 31, 1998                   0                   0     7,300,000      7,300     470,700       (471,946)       6,054
Issuance of Common Stock For Cash at
$0.10 Per Share                                                        3,000,000      3,000     297,000                     300,000
Loss, Year Ended December 31, 1999                                                                            (121,045)    (121,045)
Balance, December 31, 1999                   0                   0    10,300,000     10,300     767,700       (592,991)     185,009
Loss, Year Ended December 31, 2000                                                                             (80,608)     (80,608)
Balance, December 31, 2000                   0              $    0    10,300,000  $  10,300   $ 767,700      $(673,599)   $ 104,401

</TABLE>


<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
           FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999, AND FOR THE
       PERIOD FROM SINCE INCEPTION (OCTOBER 21, 1997) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                                                               From Inception
                                                                                                               (October 21,
                                                                           Year Ended        Year Ended        1997) to
                                                                           December 31,      December 31,      December 31,
                                                                           2000              1999              2000
                                                                           ----              ----              ----
<S>                                                                        <C>               <C>               <C>
Cash Flows From Operating Activities
   Net Loss                                                                $      (80,608)   $     (121,045)   $     (673,599)
   Adjustments to Reconcile Net Loss to Net Cash Used In
Operating Activities
   Common Stock Issued for Services                                                     0                 0           403,000
   Write-off Organization Costs                                                     3,000                 0                 0
   Depreciation                                                                       578                 0               578
   Changes in Assets and Liabilities
      (Increase) Decrease in Prepaid Expenses                                           0              (125)             (125)
       Increase (Decrease) in Accounts Payable                                     50,180                 0            50,180
   Total Adjustments                                                               53,758              (125)          453,633
Net Cash Flows Used In Operating Activities                                       (26,850)         (121,170)         (219,966)

Cash Flows From Investing Activities
   Purchase of Fixed Assets                                                       (3,470)                 0            (3,470)
Net Cash Flows Used In Investing Activities                                       (3,470)                 0            (3,470)

Cash Flows From Financing Activities
  Proceeds From Sale of Common Stock                                                    0           300,000           375,000
Net Cash  Flows Provided By Financing Activities                                        0           300,000           375,000

Increase (Decrease) in Cash and Cash Equivalents                                  (30,320)          178,830           151,564

Cash and Cash Equivalents, Beginning of Year                                      181,884             3,054                 0

Cash and Cash Equivalents, End of Year                                     $      151,564    $      181,884    $      151,564

Supplemental Information
Cash Paid For:
   Interest                                                                $                 $                 $
   Income taxes                                                            $                 $                 $
                                                         0                0                 0

Noncash Financing Activities:
   Issuance of Common Stock For Services Rendered                        $                $                 $      403,000
                                                                                  0                0
</TABLE>

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1 - ORGANIZATION

     Zeta Corporation (the Company) was incorporated under the laws of the State
     of Florida on October 21, 1997,  with an authorized  capital of 100,000,000
     shares of common stock, par value of $0.001 per share, and 1,000,000 shares
     of  preferred  stock,  par value $0.10 per share.  The Company is currently
     developing a website,  http://www.newcompanycapital.com,  that serves as an
     online community for entrepreneurs and start-up  companies seeking capital,
     and accredited investors seeking to invest.

     On October 21, 1997,  the Company issued  3,000,000  shares of common stock
     for services rendered at $0.001 per share, or $3,000.

     During  1997,  the Company  completed  an Offering  Memorandum  for 300,000
     shares of common stock for cash at $0.25 per share, or $75,000.

     On December 15, 1998, the Company issued  4,000,000  shares of common stock
     for services rendered at $0.10 per share, or $400,000.

     During  March  1999,  the Company  completed  an  Offering  Memorandum  for
     3,000,000 shares of common stock for cash at $0.10 per share, or $300,000.

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going  concern.  The  continuation  of the Company as a
     going concern is dependent upon the Company's  ability to establish  itself
     as a profitable business. The Company's ability to achieve these objectives
     cannot be determined at this time. It is the Company's  belief that it will
     continue to incur  losses for at least the next 12 months,  and as a result
     will require  additional funds to be obtained from private or public equity
     investments,  and possible  future  collaborative  agreements  to meet such
     needs,  in order  that the  Company  will be a  viable  entity.  Management
     believes that actions presently taken to revise the Company's operating and
     financial  requirements provide the opportunity for the Company to continue
     as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
     -----------------

     The Company's financial statements are prepared using the accrual method of
     accounting. Cash and Cash Equivalents

     The Company considers all highly liquid debt instruments with a maturity of
     three months or less when acquired to be cash and cash equivalents.

<PAGE>

     Concentration of Credit Risk
     ----------------------------

     The Company maintains U.S. Dollar cash balances in Canadian banks, that are
     not insured.

     Fixed Assets and Depreciation
     -----------------------------

     Property  and  equipment,   stated  at  cost,  is  depreciated   under  the
     straight-line method over their estimated useful lives.

     Start-up Costs
     --------------

     The Company  accounts for start-up  costs in accordance  with  Statement of
     Position (SOP) 98-5,  "Reporting on the Costs of Start-up  Activities." SOP
     98-5  provides  guidance  on  the  financial   reporting  of  start-up  and
     organization costs and requires such costs to be expensed as incurred.  For
     the years ended  December 31, 2000 and 1999,  costs of start-up  activities
     charged to operations were $77,608 and $121,039, respectively. During 2000,
     the Company charged off $3,000 of organization  costs.  The transaction did
     not have a material effect on the financial statements.

     For income tax  purposes,  the  Company has elected to treat these costs as
     deferred  expenses  and  amortize  them  over a  period  of  sixty  months,
     beginning in the first month the Company is actively in business.  See Note
     5 for income tax effect.

     Use of Estimates
     ----------------

     Preparing  financial  statements  requires management to make estimates and
     assumptions  that  effect the  reported  amounts  of  assets,  liabilities,
     revenue and expenses. Actual results may differ from these estimates.

     Income Taxes
     ------------

     The Company  accounts for income taxes under the provisions of Statement of
     Financial  Accounting  Standards  ("SFAS") No. 109,  "Accounting for Income
     Taxes."  Under  SFAS No.  109,  deferred  tax  liabilities  and  assets are
     determined based on the difference between the financial  statement and tax
     bases of assets and liabilities,  using enacted tax rates in effect for the
     year in which the differences are expected to reverse.

     Per Share of Common Stock
     -------------------------

     Basic earnings or loss per share is based on the weighted average number of
     common shares  outstanding.  Diluted earnings or loss per share is based on
     the  weighted  average  number of common  shares  outstanding  and dilutive
     common stock  equivalents.  All  earnings or loss per share  amounts in the
     financial  statements are basic  earnings or loss per share,  as defined by
     SFAS No. 128, "Earnings Per Share." Diluted earnings or loss per share does
     not differ materially from basic earnings or loss per share for all periods
     presented.  Convertible  securities  that could  potentially  dilute  basic
     earnings  per share in the future are not  included in the  computation  of
     diluted earnings per share because to do so would be antidilutive.  All per
     share and per share information are adjusted retroactively to reflect stock
     splits and changes in par value.

<PAGE>


     Capital Structure
     -----------------

     The Company  discloses its capital  structure in  accordance  with SFAS No.
     129, "Disclosure of Information about Capital Structure," which establishes
     standards for disclosing information about an entity's capital structure.

     Foreign Currency Translation
     ----------------------------

     The Company  maintains both a U.S Dollar and a Canadian Dollar bank account
     at a financial  institution  in Canada.  Transaction  gains and losses that
     arise from exchange rate  fluctuations  on  transactions  denominated  in a
     currency other than the functional currency,  which is the U.S. Dollar, are
     included in the results of operations as incurred.

     Stock-Based Compensation
     ------------------------

     The Company accounts for stock-based compensation using the intrinsic value
     method   prescribed  in  Accounting   Principles   Board  Opinion  No.  25,
     "Accounting  for Stock Issued to  Employees."  Compensation  cost for stock
     options,  if any, is measured as the excess of the quoted  market  price of
     the  Company's  stock at the date of grant over the amount an employee must
     pay to acquire the stock.

     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  established
     accounting and disclosure  requirements using a fair-value-based  method of
     accounting for stock-based  employee  compensation  plans.  The Company has
     elected to continue its current  method of accounting  as described  above,
     and has adopted the disclosure-only requirements of SFAS No. 123, effective
     January 1, 1998.

     Recent Accounting Pronouncements
     --------------------------------

     In December  1999, the SEC issued Staff  Accounting  Bulletin No. 101 ("SAB
     101"),  "Revenue  Recognition In Financial  Statements." SAB 101 summarizes
     certain  of the  SEC's  views in  applying  generally  accepted  accounting
     principles to revenue recognition in financial  statements.  The Company is
     required to adopt SAB 101 no later than the fourth  quarter of fiscal 2000.
     The Company  implemented SAB 101 effective  January 1, 2000. SAB 101 had no
     effect on the Company's financial statements.

     Accounting for Derivative Instruments and Hedging Activities
     ------------------------------------------------------------

     In June 1998,  the Financial  Accounting  Standard Board (FASB) issued SFAS
     No. 133.  "Accounting for Derivative  Instruments and Hedging  Activities,"
     which  establishes   accounting  and  reporting  standards  for  derivative
     instruments  and for  hedging  activities.  SFAS 133 is  effective  for all
     fiscal  quarters  beginning  after June 15,  1999.  In June 1999,  the FASB
     issued SFAS No. 137 to defer the  effective  date of SFAS No. 133 to fiscal
     quarters of fiscal years beginning after June 15, 2000. The  implementation
     of SFAS No. 133 had no effect on the Company's financial statements.

     Pending Accounting Pronouncements
     ---------------------------------

     It is anticipated that current pending accounting  pronouncements  will not
     have an adverse impact on the financial statements of the Company.

<PAGE>

NOTE 3 - FIXED ASSETS

     Fixed  assets  consists  of  computer   equipment   purchased  for  $3,470.
     Depreciation  expense  charged to  operations  for 2000 was $578.  Net book
     value is $2,892 at December 31, 2000.

NOTE 4 - RELATED PARTY TRANSACTIONS

     During  2000  and  1999,   the  Company   charged   $62,000  and  $120,000,
     respectively, to operations for management and consulting fees incurred for
     services rendered by the president and principle  stockholder.  Included in
     accounts  payable at December 31,  2000,  is a payable of $50,000 for these
     fees.

NOTE 5 - INCOME TAXES

     There is no current or deferred  tax  expense for the years ended  December
     31, 2000 and 1999,  due to the  Company's  loss  position.  The benefits of
     timing  differences  have not been  previously  recorded.  The deferred tax
     consequences  of temporary  differences  in reporting  items for  financial
     statement  and  income  tax  purposes  are   recognized,   as  appropriate.
     Realization  of the future tax benefits  related to the deferred tax assets
     is dependent on many factors,  including the Company's  ability to generate
     taxable  income.  Management has  considered  these factors in reaching its
     conclusion as to the valuation  allowance for financial reporting purposes.
     The income tax  effect,  utilizing  a 34%  income  tax rate,  of  temporary
     differences comprising the deferred tax assets and deferred tax liabilities
     on the accompanying balance sheet is a result of the following:

<TABLE>
<CAPTION>

Deferred Taxes                               2000                       1999
<S>                                          <C>                        <C>
NOL Carryforwards                            $            171           $          171
Start-up Costs                                        227,843                  201,456
Organization Costs                                      1,020                    1,020
Total                                                 229,034                  202,647
Valuation Allowance                                  (229,034)                (202,647)
Net Deferred Tax Assets                      $              0           $            0

</TABLE>

     The Company has available net operating loss carryforwards of approximately
     $500  for  tax  purposes  to  offset  future  taxable  income,  and  expire
     principally  in the year 2017.  Additionally,  the estimated  effect of the
     charge-off of start-up  expenses in 2001 is a reduction in estimated income
     taxes of approximately $46,000, assuming normal operations have commenced.

     A  reconciliation  between the statutory  federal income tax rate (34%) and
     the effective income rate of income tax expense for the year ended December
     31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                             2000                1999
<S>                                          <C>                 <C>
Statutory Federal Income Tax Rate            (34.0)%             (34.0)%
Change in Valuation Allowance                 34.0 %              34.0 %
Effective Income Tax Rate                      0.0 %               0.0 %

</TABLE>

<PAGE>

NOTE 6 - WARRANTS

     On March 22, 1999,  the Company  executed a 504D  Registration  authorizing
     3,000,000  shares  of  common  stock  at $0.10  per  share  with a  warrant
     exercisable  into  common  shares at $0.10 per share  expiring on March 22,
     2003, to provide additional  working capital.  The warrants were not valued
     because the exercise price equaled or exceeded the fair market value on the
     date of issuance. As of the date of these financial statements,  all of the
     warrants remain outstanding.

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

     Clancy and Co., P.L.L.C.  are the Company's  independent public accountants
     since  inception.  There have been no  disagreements  with  Clancy and Co.,
     P.L.L.C.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item with respect to directors and Section
     16 compliance is included in the Company's  definitive  proxy statement for
     its 2000 Annual Meeting of Shareholders  ("Proxy  Statement") and is hereby
     incorporated by reference.

ITEM 10: EXECUTIVE COMPENSATION

     The  information  required by this Item is included in the Company's  Proxy
     Statement and is hereby incorporated by reference.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required by this Item is included in the Company's  Proxy
     Statement and is hereby incorporated by reference.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required by this Item is included in the Company's  Proxy
     Statement and is hereby incorporated by reference.

PART IV

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

     The exhibits listed in the accompanying index to exhibits are filed as part
     of this Annual Report on Form 10KSB.

     No reports  on Form 8-K were  filed  during  the  Company's  fourth  fiscal
     quarter.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned,  thereunto duly authorized on this 22nd of March,
2001.

                                                                ZETA CORPORATION


                                                             /s/ Harmel S. Rayat
                                                             -------------------
                                                             By: Harmel S. Rayat
                                                                 President & CEO


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

<TABLE>
<CAPTION>

Signature                    Title                             Date
---------                    -----                             ----
<S>                          <C>                               <C>
/s/ Harvinder Dhaliwal       Director, Secretary, Treasurer     March 22, 2001


/s/ Lance Dusanj             Director                           March 22, 2001

</TABLE>