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 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 15th, 2002:  $508,500.  Number of shares of Common
Stock, $0.001 par value, outstanding as of March 15, 2002: 50,133,332.

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

                                                                                                         Page
<S>                                                                                                      <C>
PART I
Item 1.   Description of Business                                                                         3
Item 2.   Description of Properties                                                                       4
Item 3.   Legal Proceedings                                                                               5
Item 4.   Submissions of Matters to a Vote of Security Holders                                            5

PART II

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


PART III

Item 9.  Directors and 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 300,000,000  shares of common stock,  par value of $0.001
per share, and 1,000,000 preferred stock, par value of $0.10.

On October 21, 1997,  the Company  issued  3,000,000  (12,000,000  after 4 for 1
forward split) 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  (1,200,000  after 4 for 1 forward split) shares of common stock for
cash at $0.25 per share,  or $75,000.  On December 15, 1998,  the Company issued
4,000,000  (16,000,000  after 4 for 1 forward  split) 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 (12,000,000 after 4 for 1
forward split) shares of common stock, along with 3,000,000  (12,000,000 after 4
for 1 forward  split) share  purchase  warrants,  for cash at $0.10 per unit, or
$300,000. On July 12, 2001, at the Company's annual general shareholder meeting,
the Company  authorized  the common stock shares to be increased to  300,000,000
with the par value  remaining  the same and the Company also  approved a four to
one forward split of the Company's  common stock.  On July 12, 2001, the Company
converted $134,000 of debt to equity by issuing 8,933,332 (2,233,333 pre-forward
split) restricted shares of common stock at $0.06 per share.


                             DESCRIPTION OF BUSINESS

The Company has developed a website  (www.newcompanycapital.com)  that serves 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 initial venture capital investment being $7.0
million,  according to  PricewaterhouseCoopers.  This has made it more difficult
for companies  seeking to raise smaller  amounts of early stage  capital,  often
between  $100,000 to $4,000,000.  The Company's  website  competes  against many
better  capitalized and well managed companies  offering similar services.  Some
current   competitors   include   earlybirdcapital.com,    businesspartners.com,
capital.com,    vfinance.com,     youngentrepreneur.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
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  various  cost  effective  methods,
including  opt-in  email  lists,  print  media,  and  to  certain   professional
communities, such as lawyers, accountants and investment bankers.

Employees
---------

At December 31, 2001, the Company employed 1 full time and 2 part-time  persons.
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.  These
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.

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:  PROPERTIES

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.  At
present, the Company pays no rent.

<PAGE>

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.

PART II

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

(a)     Market Information

The  Company's  Common  Stock is listed 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>
First Quarter 2000                                                     $  0.28                   $  0.08
Second Quarter 2000                                                    $  0.15                   $  0.02
Third Quarter 2000                                                     $  0.09                   $  0.02
Fourth Quarter 2000                                                    $  0.06                   $  0.05

First Quarter 2001                                                     $  0.04                   $  0.04
Second Quarter 2001                                                    $  0.04                   $  0.03
Third Quarter 2001                                                     $  0.07                   $  0.07
Fourth Quarter 2001                                                    $  0.07                   $  0.07

</TABLE>

(b)     Holders

As at March 14, 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 has developed  www.newcompanycapital.com as a website that serves as
an online community for entrepreneurs and start-up companies seeking capital and
accredited investors seeking to invest. Upon achieving reasonable traffic to its
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,
2001, nor for the year ended December 31, 2000.

General and Administrative Expenses.  During 2001, the Company incurred $165,936
in general and administrative expenses, an increase of 83% over 2000 expenses of
$90,877.  This increase 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 $5,572 and  $10,269  for the years ended
December 31, 2001 and 2000, respectively.  Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.

Provision for Income Taxes.  As of December 31, 2001, the Company's  accumulated
deficit was  $833,963 and as a result,  there has been no  provision  for income
taxes to date.

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

At December 31, 2001, the Company had a cash balance of $136,731,  compared to a
cash  balance of $151,564 at December 31,  2000.  During 2001,  the Company used
$14,833 of net cash in operating activities,  as compared to $26,850 of net cash
used in 2000.  This  decrease in net cash used in operating  activities  was due
mainly to an increase in accounts  payable between the years. As at December 31,
2001, the Company had $144,250 in accounts payable,  an increase of $94,070 over
the amount of $50,180 as at December 31, 2000.

<PAGE>

Net cash flows used in investing  activities was $0.00 for 2001, compared to net
cash flows used of ($3,470)  for 2000.  The change in the net cash flows used in
investing activities was due the fact that no computer equipment was purchased.

Net cash flows provided by financing  activities was $0.00 in 2001,  compared to
$0.00 in 2000. The Company has financed its operations primarily through private
placements of common shares.

PLAN OF OPERATION
-----------------

The  Company's  principal  source of  liquidity is cash in bank and for the next
twelve months,  the Company has sufficient cash to meet its operating needs. The
Company incurs  management  fees from the services of its president and majority
shareholder  at the rate of $12,000 per month,  which could result in a decrease
in the Company's cash position unless the debt is converted to equity in lieu of
cash paid.  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.

RELATED PARTY TRANSACTIONS
--------------------------

During 2001 and 2000, the Company charged $144,000 and $62,000,  respectively to
operations for management and consulting fees incurred for services  rendered by
the president and majority stockholder. Included in accounts payable at December
31, 2001 and 2000 is a payable of $60,000 and  $50,000,  respectively  for these
fees.  During 2001,  the Company  converted  $134,000 of debt to equity of which
$50,000  represented  the  accounts  payable  balance at  December  31, 2001 and
$84,000 represented partial 2001 management fees.

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.  At
present,  the  Company  pays no rent.  The  fair  value of the rent has not been
included in the financial statements because the amount is immaterial

GOING CONCERN
-------------

The Company has incurred net operating losses since inception. The Company faces
all the  risks  common  to  companies  in their  early  stages  of  development,
including under capitalization and uncertainty of funding sources,  high initial
expenditure  levels,  uncertain  revenue  streams,  and difficulties in managing
growth. The Company's recurring losses raise substantial doubt about its ability
to  continue as a going  concern.  The  Company's  financial  statements  do not
reflect any adjustments that might result from the outcome of this  uncertainty.
The  Company  expects to incur  losses as it  expands  its  businesses  and will
require   additional   funding  during  2002.  The   satisfaction  of  our  cash
requirements  hereafter  will depend in large part on the  Company's  ability to
successfully raise capital from external sources to pay for planned expenditures
and to fund operations.

<PAGE>

ITEM 7: FINANCIAL STATEMENTS

<TABLE>
TABLE OF CONTENTS
<CAPTION>


<S>                                                                                         <C>
Independent Auditors' Report............................................................... 9

Balance Sheets at December 31, 2001 and 2000..............................................  10

Statements of Operations for years ended December 31, 2001 and 2000, and for the
period from inception (October 21, 1997) to December 31, 2001. . . . ...................... 11

Statements of Stockholders' Equity for the period from inception (October 21,
1997) to December 31, 2001 ......................................... . . . ................ 12

Statements of Cash Flows for the years ended December 31, 2001 and 2000,
and for the period from inception (October 21, 1997) to December 31, 2001 . . . . .  ....   13

Notes to the Financial Statements.......................................... . . . . . . ... 14-18

</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Zeta Corporation

We  have  audited  the  accompanying  balance  sheets  of  Zeta  Corporation  (A
Development Stage Company,  the "Company") as of December 31, 2001 and 2000, and
the related statements of operations,  stockholders'  equity, and cash flows for
the years then ended,  and for the period from October 21, 1997 through December
31, 2001.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an opinion on these  statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. 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  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 the Company as of December 31, 2001
and 2000,  and the results of its  operations and its cash flows for the periods
indicated in conformity  with generally  accepted  accounting  principles in the
United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the Company is a  development  stage  company  since  inception  on
October  21,  1997.  The Company is  devoting  substantially  all of its present
efforts in establishing its business.  Management's  plans regarding the matters
which raise substantial doubt about the Company's ability to continue as a going
concern are also disclosed in Note 2 to the financial statements.  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 the Company's ability to continue as going concern. The accompanying
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
February 14, 2002


<PAGE>


                                ZETA CORPORATION.
                          (A Development Stage Company)
                                 Balance Sheets
                           December 31, 2001 and 2000

<TABLE>
<CAPTION>
ASSETS                                                                               2001                2000
------                                                                               ----                ----
<S>                                                                                  <C>                 <C>
Current Assets
   Cash                                                                              $   136,731          $   151,564
   Prepaid Expenses                                                                            0                  125
                                                                                               -                  ---
Total Current Assets                                                                     136,731              151,689

Fixed Assets, net (Note 3)                                                                 1,736                2,892
                                                                                           -----                -----

Total Assets                                                                         $   138,467          $   154,581
                                                                                         =======              =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                                                  $    60,430          $    50,180

Commitments and Contingencies                                                               None                 None

Stockholders' Equity
Preferred Stock:  $0.10 Par Value; Authorized:  1,000,000
   Issued and outstanding:  None                                                            None                 None
Common Stock: $0.001 Par Value; Authorized Shares:  300,000,000
   Issued and Outstanding:    2001:  50,133,332     2000:  41,200,000                     50,133               41,200
Additional Paid In Capital                                                               861,867              736,800
Loss Accumulated During the Development Stage                                           (833,963)            (673,599)
                                                                                        ---------            ---------
Total Stockholders' Equity                                                                78,037              104,401
                                                                                          ------              -------

Total Liabilities and Stockholders' Equity                                           $   138,467          $   154,581
                                                                                         =======              =======
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
                      For the years ended December 31, 2001
                   and 2000, and for the period from inception
                     (October 21, 1997) to December 31, 2001

<TABLE>
<CAPTION>
                                                            Year Ended         Year Ended        Inception to
                                                            December 31, 2001  December 31, 2000 December 31, 2001
                                                            -----------------  ----------------- -----------------
<S>                                                         <C>                <C>               <C>
Revenues                                                    $         0        $        0        $        0

General and Administrative Expenses                             165,936            90,877           861,479
                                                                -------            ------           -------

Operating Loss                                                 (165,936)          (90,877)         (861,479)

Other Income
   Interest Income                                                5,572            10,269            27,516
                                                                  -----            ------            ------

Net Loss Available to Common Stockholders                  $   (160,364)       $  (80,608)      $  (833,963)
                                                               ========           =======          ========

Basic Loss Per Share of Common Stock                       $     (0.004)       $   (0.002)      $     (0.02)
                                                                 =======           =======            ======

Basic Weighted Average Number of
Common Shares Outstanding                                    45,409,680        41,200,000        33,738,559
                                                             ==========        ==========        ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                           Statements of Stockholders'
                  Equity For the Period from Inception (October
                         21, 1997) to December 31, 2001

<TABLE>
<CAPTION>
                                                                                                       Loss
                                                                                                       Accumulated
                                                                                       Additional      During the
                                                Preferred   Common        Stock        Paid In         Development
                                                Stock       Shares        Amount       Capital         Stage           Total
                                                -----       ------        ------       -------         -----           -----
<S>                                             <C>         <C>           <C>          <C>             <C>             <C>
Common stock issued for services rendered
at $0.001 per share, October 21, 1997
                                                  -         12,000,000      12,000     $  (9,000)              -        $     3,000
Common stock issued for cash at $0.25 per
share during 1997                                 -          1,200,000       1,200         73,800              -             75,000
Income from inception (October 21, 1997)
to December 31, 1997                              -                  -           -              -             42                 42
                                                  -                  -           -              -             --                 --
Balance, December 31, 1997                        -         13,200,000      13,200         64,800             42             78,042
Common stock issued for services rendered
at $0.10 per share, December 15, 1998
                                                  -         16,000,000      16,000        384,000              -            400,000
Loss, year ended December 31, 1998                -                  -           -              -       (471,988)          (471,988)
                                                  -                  -           -              -       ---------          ---------
Balance, December 31, 1998                        -         29,200,000      29,200        448,800       (471,946)             6,054
Common stock issued for cash at $0.10 per
share, March 1999                                 -         12,000,000      12,000        288,000              -            300,000
Loss, year ended December 31, 1999                -                  -           -              -       (121,045)          (121,045)
                                                  -                  -           -              -       ---------          ---------
Balance, December 31, 1999                        -         41,200,000      41,200        736,800       (592,991)           185,009
Loss, year ended December 31, 2000                -                  -           -              -        (80,608)           (80,608)
                                                  -                  -           -              -        --------           --------
Balance, December 31, 2000                        -         41,200,000      41,200        736,800       (673,599)           104,401
Conversion of debt to equity at $0.06 per
share, July 13, 2001                              -          8,933,332       8,933        125,067                           134,000
Loss, year ended December 31, 2001                -                  -           -              -       (160,364)          (160,364)
                                                  -                  -           -              -       ---------          ---------
Balance, December 31, 2001                        -         50,133,332    $ 50,133      $ 861,867      $(833,963)        $   78,037
                                                            ==========      ======        =======        ========            ======
</TABLE>

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

<PAGE>


                                ZETA CORPORATION.
                          (A Development Stage Company)
                            Statements of Cash Flows
                      For the years ended December 31, 2001
                   and 2000, and for the period from inception
                     (October 21, 1997) to December 31, 2001

<TABLE>
<CAPTION>
                                                               Year ended      Year Ended        Inception to
                                                               December 31,    December 31,      December 31,
                                                               2001            2000              2001
                                                               ----            ----              ----
<S>                                                            <C>             <C>               <C>
Cash Flows From Operating Activities
Net Loss                                                       $ (160,364)     $  (80,608)       $ (833,963)
Adjustments to Reconcile Net Loss to Net Cash Used In
Operating Activities
     Depreciation                                                    1,156             578             1,734
     Common Stock Issued for Services                                    0               0           403,000
     Write-off of organization costs                                     0           3,000                 0
Changes in Assets and Liabilities
   (Increase) Decrease in Prepaid Expenses                             125               0                 0
    Increase (Decrease) in Accounts Payable                        144,250          50,180           194,430
                                                                   -------          ------           -------
Total Adjustments                                                  145,531          53,758           599,039
                                                                   -------          ------           -------
Net Cash Flows Used In Operating Activities                       (14,833)        (26,850)         (234,799)

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

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

Increase (Decrease) in Cash and Cash Equivalents                  (14,833)        (30,320)           136,731
Cash and Cash Equivalents, Beginning of Period                     151,564         181,884                 0
                                                                   -------         -------                 -
Cash and Cash Equivalents, End of Period                        $  136,731      $  151,564         $ 136,731
                                                                   =======         =======           =======

Cash paid for interest and income taxes:                                 -               -                 -

Supplemental noncash investing and financing activities:
   Conversion of debt to equity                                 $  134,000               -         $ 134,000
                                                                   =======                           =======
   Common stock issued for services rendered                             -               -         $ 403,000
                                                                                                     =======
</TABLE>


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


<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations.

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 $0.10 par value preferred stock, which may be divided into series with
the rights and  preferences of the preferred stock to be determined by the Board
of  Directors.  On August 10,  2001,  Articles of  Amendment  to the Articles of
Incorporation  were  filed in the State of Florida to  increase  the  authorized
capital  stock of the Company to  300,000,000  shares of $0.001 par value common
stock.

Capital  Formation.  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.

On July 12, 2001, at the  Company's  annual  general  shareholder  meeting,  the
Company  authorized the common stock shares to be increased to 300,000,000  with
the par value  remaining  the same and the Company  also  approved a four to one
forward split of the Company's common stock.

On July 12, 2001,  the Company  converted  $134,000 of debt to equity by issuing
8,933,332  (2,233,333  pre-forward  split)  shares of common  stock at $0.06 per
share.

Nature   of    Operations.    The    Company    has    developed    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.  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  website  will not  consist of
offering material, nor will the Company offer or sell securities.

Summary of Significant Accounting Policies

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

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

<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

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.

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 for financial statement purposes and on
accelerated methods for tax purposes.

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, 2001 and 2000,  costs of start-up  activities
charged to operations were $160,239 and $77,608, 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 affect 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>

                                ZETA CORPORATION
                         (A Development Stage Company)
                       Notes to the Financial Statements
                           December 31, 2001 and 2000

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
--------------------------------

The  Financial  Accounting  Standards  Board  ("FASB") has issued the  following
pronouncements,  none of which are expected to have a significant  affect on the
financial statements:

SFAS No.141,  "Business  Combinations."  SFAS No. 141 requires that all business
combinations be accounted for under the purchase method of accounting.  SFAS No.
141 also changes the criteria for the separate  recognition of intangible assets
acquired in a business  combination.  SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001.

SFAS No. 142,  "Goodwill  and Other  Intangible  Assets." SFAS No. 142 addresses
accounting  and  reporting  for  intangible  assets  acquired,  except for those
acquired in a business  combination.  SFAS No. 142  presumes  that  goodwill and
certain  intangible assets have indefinite useful lives.  Accordingly,  goodwill
and certain intangibles will not be amortized but rather will be tested at least
annually for  impairment.  SFAS No. 142 also addresses  accounting and reporting
for goodwill and other intangible assets subsequent to their  acquisition.  SFAS
No. 142 is effective for fiscal years beginning after December 15, 2001.

SFAS No.  143,  "Accounting  for Asset  Retirement  Obligations."  SFAS No.  143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long- lived assets and the associated  asset  retirement
costs.  SFAS No. 143 is effective  for  financial  statements  issued for fiscal
years beginning after June 15, 2002.

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

FASB  issued  SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived Assets." This statement addresses financial  accounting and reporting
for the impairment or disposal of long-lived  assets.  SFAS No. 144 is effective
for financial  statements  issued for fiscal years  beginning after December 15,
2001, and interim periods within those fiscal years.

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.

NOTE 2 - 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.  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 3 - FIXED ASSETS

Fixed assets consists of computer equipment  purchased for $3,470.  Depreciation
expense   charged  to  operations  for  2001  and  2000  was  $1,156  and  $578,
respectively. Net book value is $1,736 and $2,892 at December 31, 2001 and 2000,
respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

During 2001 and 2000, the Company charged $144,000 and $62,000,  respectively to
operations for management and consulting fees incurred for services  rendered by
the president and majority stockholder. Included in accounts payable at December
31, 2001 and 2000 is a payable of $60,000 and  $50,000,  respectively  for these
fees.  During 2001,  the Company  converted  $134,000 of debt to equity of which
$50,000  represented  the  accounts  payable  balance at  December  31, 2001 and
$84,000 represented partial 2001 management fees.

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

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.  At
present,  the  Company  pays no rent.  The  fair  value of the rent has not been
included in the financial statements because the amount is immaterial

NOTE 5 - INCOME TAXES

There is no current or deferred  tax expense  for the years ended  December  31,
2001 and  2000 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  and has  recorded a full  valuation  allowance  against the
deferred tax asset.

The income tax effect of  temporary  differences  comprising  the  deferred  tax
assets on the  accompanying  balance  sheet is  primarily  a result of  start-up
expenses,  which are  capitalized  for income tax  purposes.  Applying a federal
statutory  rate of 34% to the pretax loss results in a deferred tax benefit with
a full valuation  allowance  recorded against the benefit as follows at December
31:

<TABLE>
<CAPTION>
Deferred Taxes                            2001                      2000
--------------                            ----                      ----
<S>                                       <C>                       <C>
NOL Carryforwards                         $            171          $          171
Start-up Costs                                     282,324                  227,843
Organization Costs                                   1,020                    1,020
                                                 ---------               ----------
Total                                              283,515                  229,034
Valuation Allowance                               (283,515)                (229,034)
                                                  --------                  -------
Net Deferred Tax Assets                   $              0          $             0
                                              ============              ===========
</TABLE>

The valuation  account  increased by $54,000 and $26,000,  respectively  for the
periods   indicated   above.  The  Company  has  available  net  operating  loss
carryforwards  of  approximately  $500 for tax purposes to offset future taxable
income which expire  principally in the year 2017.  Additionally,  the estimated
effect  of the  charge-off  of  start-up  expenses  in  2002 is a  reduction  in
estimated income taxes of approximately $56,000, assuming normal operations have
commenced.

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.

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 7 - STOCK OPTION PLAN

On July  12,  2001,  the  Company  approved  the 2001  Stock  Option  Plan  with
10,000,000 shares reserved for issuance thereunder.  No shares have been granted
as of the date of issuance of these financial statements.



<PAGE>


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 no disagreements with Clancy and Co., P.L.L.C.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth  below is certain  information  regarding  each of the  directors  and
officers of the Company:

HARMEL S. RAYAT, (Age 40). President,  Director and Chief Executive Officer. Mr.
Rayat has been in the venture capital industry since 1981.  Between January 1993
and  April  2001,  Mr.  Rayat  served  as  the  president  of  Hartford  Capital
Corporation,  a company that provides financial  consulting services to emerging
growth  corporations.  Since  January  2002,  Mr.  Rayat has been  president  of
Montgomery  Asset  Management  Corporation,  a  privately  held  firm  providing
financial consulting services to emerging growth corporations. Mr. Rayat is also
a Director  of Entheos  Technologies,  Inc.,  Enterprise  Technologies,  Inc and
Innotech  Corporation.  Mr. Rayat has served as a Director of the Company  since
December 15th, 1998.

HARVINDER DHALIWAL,  (Age 40) Director,  Secretary Treasurer. Mr Dhaliwal is the
President  and CEO of Sight & Sound Ltd.,  a retail  audio video  concern  since
1985. Mr. Dhaliwal is also a Director of MedCare Technologies,  Inc. He has been
a Director of the Company and its Secretary and Treasurer since April 6, 1999.

JEET SIDHU,  (Age 29) Director.  In 1995,  Mr. Sidhu  graduated from the British
Columbia  Institute of Technology with a Diploma in Corporate  Finance.  Between
October 1995 and January 1996, Mr. Sidhu worked as a teller for Canada Trust. He
then worked for Vancouver City Savings Union from January 1996 to September 2000
as a Financial Advisor,  specializing in Wealth Management.  Since October 2000,
Mr. Sidhu has worked as a senior media planner at  EquityAlert.com,  Inc. He has
been a Director of the Company and its  Secretary  and  Treasurer  since January
15th, 2002.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors,  officers and persons who own more than
10 percent of a registered  class of the Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission ("the Commission").  Directors,  officers and greater than 10 percent
beneficial owners are required by applicable  regulations to furnish the Company
with  copies of all forms  they file with the  Commission  pursuant  to  Section
16(a).  Based  solely upon a review of the copies of the forms  furnished to the
Company,  the Company  believes that during fiscal 2001 the Section 16(a) filing
requirements  applicable  to its  directors  and  executive  officers  were  not
satisfied.

<PAGE>

ITEM 10: EXECUTIVE COMPENSATION

Remuneration and Executive Compensation

The following  table shows,  for the three-year  period ended December 31, 2001,
the cash compensation paid by the Company, as well as certain other compensation
paid for such year, to the Company's Chief  Executive  Officer and the Company's
other most highly  compensated  executive  officers.  Except as set forth on the
following  table, no executive  officer of the Company had a total annual salary
and bonus for 2001 that exceeded $100,000.

<TABLE>
Summary Compensation Table
<CAPTION>
                                                                               Securities
                                                                               Underlying
Name and                                                                       Options       All Other
Principal Position                    Year    Salary    Bonus      Other       Granted       Compensation
------------------                    ----    ------    -----      -----       -------       ------------
<S>                                   <C>     <C>       <C>        <C>         <C>           <C>
Harmel S. Rayat*                      2001    $134,000      $0     $4,520               0            $0
Chairman, Director                    2000     $12,000      $0         $0               0            $0
                                      1999          $0      $0         $0               0            $0

Harvinder Dhaliwal                    2001          $0      $0         $0               0            $0
Secretary, Treasurer, Director        2000          $0      $0         $0               0            $0
                                      1999          $0      $0         $0               0            $0

Jeet Sidhu                           2001           $0      $0         $0               0            $0
Director                             2000           $0      $0         $0               0            $0
                                     1999           $0      $0         $0               0            $0
</TABLE>


*During 2001 and 2000, the Company charged $144,000 and $62,000, respectively to
operations for management and consulting fees incurred for services  rendered by
the president and majority stockholder.  Of the $62,000 accrued in 2000, $12,000
was paid in 2000. During 2001, the Company converted  $134,000 of debt to equity
of which $50,000  represented the accounts  payable balance at December 31, 2001
and $84,000 represented partial 2001 management fees.

Stock Option Grants in 2001

Shown below is further  information  regarding  employee  stock options  awarded
during 2001 to the named officers and directors:

<TABLE>
<CAPTION>
                           Number of     % of Total
                           Securities    Options
                           Underlying    Granted to     Exercise    Expiration
Name                       Options       Employees      Price       Date
----                       -------       ---------      -----       ----
<S>                        <C>           <C>            <C>         <C>
None
</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15th, 2002, the beneficial ownership
of the  Company's  Common Stock by each  director and  executive  officer of the
Company and each person known by the Company to beneficially own more than 5% of
the  Company's  Common  Stock  outstanding  as of such  date  and the  executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                     Number of Shares
Person or Group                                      of Common Stock                  Percent
---------------                                      ---------------                  -------
<S>                                                  <C>                              <C>
Harmel S. Rayat (1)                                     40,733,332                      81.2%
216-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Harvinder Dhaliwal                                               0                     0.0%
216-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Jeet Sidhu                                                        0                       0.0%
216-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Directors and Executive Officers                        40,733,332                      81.2%
as a group (3 persons)

</TABLE>

(1) Includes  1,900,000  shares and 1,900,000  share  purchase  warrants held by
Tajinder Chohan,  Mr. Rayat's wife.  Additionally,  other members of Mr. Rayat's
family hold shares and share purchase warrants.  Mr. Rayat disclaims  beneficial
ownership of the shares and share purchase  warrants  beneficially  owned by his
wife and other family members.

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.  At
present,  the  Company  pays no rent.  The  fair  value of the rent has not been
included in the financial statements because the amount is immaterial.


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.


                                   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 15th of March,
2002.

                                                                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.



Signature                 Title                                Date
---------                 -----                                ----

/s/ Jeet Sidhu             Director                            March 15, 2002
-------------------        -----------                         -----------------
Jeet Sidhu

/s/ Harvinder Dhaliwal     Director, Secretary, Treasurer     March 15, 2002
-------------------        --------------------------------   ------------------
Harvinder Dhaliwal