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

                             FORM 10-KSB

[X]            ANNUAL REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
             For the fiscal year ended December 31, 2000

[  ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from               to

                    Commission file number 0-31459

                     NETCENTRAL CAPITAL FUND, INC.
            (Name of small business issuer in its charter)

           Delaware                                       23-3048857
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

       1422 Chestnut Street, Suite #410, Philadelphia, PA 19102
     (Address of principal executive offices)           (Zip Code)

         Issuer's Telephone Number:  (215) 569-9175 Ext. 11

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

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

               Common Stock, $.0001 par value per share.
                           (Title of Class)

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

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

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

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act):
$ -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on
the basis of reasonable assumptions, if the assumptions are stated.

(ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
[   ] Yes   [   ] No

             (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,000,000 as of
December 31, 2000.

                Documents Incorporated by Reference

If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the documents is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents should
be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1990): None

Transitional Small Business Disclosure Format (Check one): Yes [   ];
No [ X ]

                                PART I

Forward-Looking Statements

     This Form 10-KSB annual report may contain certain
"forward-looking" statements as such term is defined in the Private
Securities Litigation Reform Act of 1995 or by the Securities and
Exchange Commission in its rules, regulations and/or releases, which
represent our expectations or beliefs, including but not limited to,
statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments,
and future operational plans. For this purpose, any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "might," or
"continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important
facts, including but not limited to those risk factors discussed
herein below.

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development

     NetCentral Capital Fund, Inc. (the "Company"), was incorporated
on June 2, 2000 in the State of Delaware, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Pursuant to the Certificate of
Incorporation, the Company is authorized to issue 100,000,000 shares
of Common Stock at $.0001 par value and 20,000,000 shares of
Preferred Stock at $.0001 par value. Each holder of the Common Stock
shall be entitled to one vote for each share of Common Stock held.
The Preferred Stock may be divided into Series or Classes by the
management of the Company upon the approval of a majority vote of
the Directors of the Company.

      The Company has been in the developmental stage since
inception and has no operations to date. Other than the issuance of
shares to its original shareholder, the Company never commenced any
operational activities. The Company was formed specifically to be a
"clean public shell" corporation, for the purpose of either merging
with or acquiring an operating company with operating history and
assets. The Company is a "clean public shell" because it has not
commenced operational activities, and has no or nearly no debt
liabilities. The Company has not been involved in any litigation nor
has it had any prior regulatory problems or business failures. The
Company believes that a strong attraction of the Company as a merger
partner or acquisition vehicle will be its status as a reporting
public company without any history of prior business failures,
litigation or prior regulatory problems. Any business combination or
transaction may potentially result in a significant issuance of
shares and substantial dilution to present stockholders of the
Company.

     The Company files with the Securities and Exchange Commission
periodic and current reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-QSB and annual reports Form
10-KSB.

     The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any offering of the
Company's securities, either debt or equity, until such time as the
Company has successfully implemented its business plan described
herein.

General Business Plan

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

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

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

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

     The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company. William Tay, President of the Company will be the key
person in the search, review and negotiation with potential
acquisition or merger candidates. In analyzing prospective business
opportunities, management will consider such matters as the
available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected
competition; the quality and experience of management services
which may be available and the depth of that management; the
potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the
perceived public recognition of acceptance of products, services, or
trades; name identification; and other relevant factors. Officers
and directors of the Company do not expect to meet personally with
management and key personnel of the business opportunity as part of
their investigation due to lack of capital. To the extent possible,
the Company intends to utilize written reports and investigation to
evaluate the above factors. The Company will not acquire or merge
with any company for which audited financial statements cannot be
obtained within a reasonable period of time after closing of the
proposed transaction.

     The officers of the Company will rely primarily upon their
own efforts in accomplishing the business purposes of the Company.
The Company may from time to time utilize outside consultants or
advisors to effectuate its business purposes described herein. No
policies have been adopted regarding use of such consultants or
advisors, the criteria to be used in selecting such consultants or
advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid. However,
because of the limited resources of the Company, it is likely that
any such fee the Company agrees to pay would be paid in stock and
not in cash.

     The Company will not restrict its search for any specific
kind of firms, but may acquire a venture which is in its preliminary
or development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which the Company
may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer.

     The Company has entered into an agreement with DotCom
Internet Ventures Ltd., a shareholder of the Company, to supervise
the search for target companies as potential candidates for a
business combination. The agreement will continue until such time as
the Company has effected a business combination. DotCom Internet
Ventures Ltd. has agreed to pay all expenses of the Company until
such time as a business combination is effected, without repayment.
William Tay, the sole officer and director of the Company, is the
sole officer and director and controlling shareholder of DotCom
Internet Ventures Ltd.

     DotCom Internet Ventures Ltd. may only locate potential
target companies for the Company and is not authorized to enter into
any agreement with a potential target company binding the Company.
The Company's agreement with DotCom Internet Ventures Ltd. is not
exclusive and DotCom Internet Ventures Ltd. has entered into
agreements with other companies similar to the Company on similar
terms. DotCom Internet Ventures Ltd. may provide assistance to
target companies incident to and following a business combination,
and receive payment for such assistance from target companies.

Acquisition of Opportunities

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity. It may also acquire stock or
assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any and all such sales will only be made
in compliance with the securities laws of the United States and any
applicable state.

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

     While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order
to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting
stock of the surviving entity. In such event, the shareholders of
the Company, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which would result in
significant dilution in the equity of such shareholders.

     As part of the Company's investigation, officers and
directors of the Company may personally meet with management and key
personnel, may visit and inspect material facilities, obtain
analysis of verification of certain information provided, check
references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in
which the Company participates in an opportunity will depend on the
nature of the opportunity, the respective needs and desires of the
Company and other parties, the management of the opportunity and the
relative negotiation strength of the Company and such other management.

     With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a
target company with substantial assets. Any merger or acquisition
effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
then shareholders.

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

     As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the reporting
requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable).

     The Company does not intends to provide the Company's
security holders with any complete disclosure documents, including
audited financial statements, concerning an acquisition or merger
candidate and its business prior to the consummation of any
acquisition or merger transaction.

Competition

     The Company will remain an insignificant participant among
the firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.

Regulation and Taxation

     The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being engaged
primarily in the business of investing, reinvesting or trading of
securities. While the Company does not intend to engage in such
activities, the Company could become subject to regulation under
the Investment Company Act of 1940 in the event the Company obtains
or continues to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur
significant registration and compliance costs if required to
register under the Investment Company Act of 1940. Accordingly,
management will continue to review the Company's activities from
time to time  with a view toward reducing the likelihood the Company
could be classified as an "investment company."

     The Company intend to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.

Patents

     The Company owns no patents and no Internet domain names.

Employees

     The Company has no full-time or part-time employees. Mr. Tay,
the sole officer and director of the Company, has agreed to allocate
a nominal portion of his time to the activities of the Company
without compensation.

Legal Proceedings

     The Company is not subject to any pending litigation, legal
proceedings or claims.

Risk Factors

     The Company's business is subject to numerous risk factors,
including the following:

     THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL
ASSETS. The Company has had no operating history nor any revenues or
earnings from operations. The Company has no significant assets or
financial resources. The Company has operated at a loss to date and
will, in all likelihood, continue to sustain operating expenses
without corresponding revenues, at least until the consummation of a
business combination. See PART F/S: "FINANCIAL STATEMENTS". DotCom
Internet Ventures Ltd. has agreed to pay all expenses incurred by
the Company until a business combination without repayment by the
Company. DotCom Internet Ventures Ltd. is the sole shareholder of
the Company. There is no assurance that the Company will ever be
profitable.

     THE COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. The
Company's president, its sole officer, is William Tay who is also
its sole director and the controlling shareholder of its sole
shareholder. Because management consists of only one person, the
Company does not benefit from multiple judgments that a greater
number of directors or officers would provide and the Company will
rely completely on the judgment of its sole officer and director
when selecting a target company. The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or similar
information which, if the Company had more funds available to it,
would be desirable. Mr. Tay anticipates devoting only a limited
amount of time per month to the business of the Company. Mr. Tay has
not entered into a written employment agreement with the Company and
he is not expected to do so. The Company has not obtained key man
life insurance on Mr. Tay. The loss of the services of Mr. William
Tay would adversely affect development of the Company's business and
its likelihood of continuing operations.

     CONFLICTS OF INTEREST. Mr. Tay, the Company's president,
participates in other business ventures which may compete directly
with the Company. Additional conflicts of interest and non-arms
length transactions may also arise in the future. The Company has
adopted a policy that it will not enter into a business combination
with any entity in which any member of management serves as an
officer, director or partner, or in which such person or such
person's affiliates or associates hold any ownership interest. The
terms of business combination may include such terms as Mr. Tay
remaining a director or officer of the Company. The terms of a
business combination may provide for a payment by cash or otherwise
to Mr. Tay for the purchase or retirement of all or part of its
common stock of the Company by a target company or for services
rendered incident to or following a business combination. Mr. Tay
would directly benefit from such employment or payment. Such
benefits may influence Mr. Tay's choice of a target company. The
Certificate of Incorporation of the Company provides that the
Company may indemnify officers and/or directors of the Company for
liabilities, which can include liabilities arising under the
securities laws. Therefore, assets of the Company could be used or
attached to satisfy any liabilities subject to such indemnification.
See "ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Conflicts of Interest."

     THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE. The
success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition and management
of the identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that the Company will be successful in locating
candidates meeting such criteria. In the event the Company completes
a business combination the success of the Company's operations will
be dependent upon management of the target company and numerous
other factors beyond the Company's control. There is no assurance
that the Company can identify a target company and consummate a
business combination.

     PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a
public market develops for the Company's securities following a
business combination, such securities may be classified as a penny
stock depending upon their market price and the manner in which they
are traded. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq SmallCap Market or on a
national securities exchange. For any transaction involving a penny
stock, unless exempt, the rules require delivery of a document to
investors stating the risks, special suitability inquiry, regular
reporting and other requirements. Prices for penny stocks are often
not available and investors are often unable to sell such stock.
Thus an investor may lose his investment in a penny stock and
consequently should be cautious of any purchase of penny stocks.

     THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. The Company is and will continue to
be an insignificant participant in the business of seeking mergers
with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company. Nearly
all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully
completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.

     THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO
MINIMUM REQUIREMENTS FOR BUSINESS COMBINATION. The Company has no
current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity. There can
be no assurance that the Company will be successful in identifying
and evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business
within an industry has been selected for a target company. The
Company has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other
criteria which it will require a target company to have achieved, or
without which the Company would not consider a business combination
with such business entity. Accordingly, the Company may enter into a
business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company.

     REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Company is required
to provide certain information about significant acquisitions
including audited financial statements of the acquired company.
These audited financial statements must be furnished within 75 days
following the effective date of a business combination. Obtaining
audited financial statements are the economic responsibility of the
target company. The additional time and costs that may be incurred
by some potential target companies to prepare such financial
statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition
so long as the reporting requirements of the Exchange Act are
applicable. Notwithstanding a target company's agreement to obtain
audited financial statements within the required time frame, such
audited financials may not be available to the Company at the time
of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside auditors
in making its decision to engage in a transaction with the business
entity. This risk increases the prospect that a business combination
with such a business entity might prove to be an unfavorable one for
the Company.

     LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions
contemplated by the Company. Even in the event demand exists for a
transaction of the type contemplated by the Company, there is no
assurance the Company will be successful in completing any such
business combination.

     REGULATION UNDER INVESTMENT COMPANY ACT. In the event the
Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company
Act of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.

     PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. As a condition of
the business combination agreement, DotCom Internet Ventures Ltd.,
the sole shareholder of the Company, may agree to sell or transfer
all or a portion of its Company's common stock so to provide the
target company with all or majority control. The resulting change in
control of the Company will likely result in removal of the present
officer and director of the Company and a corresponding reduction in
or elimination of his participation in the future affairs of the
Company.

     POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the
issuance of a significant number of additional shares. Depending
upon the value of the assets acquired in such business combination,
the per share value of the Company's common stock may increase or
decrease, perhaps significantly.

     TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such
business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses the
offices of management at no cost to the Company. Management has
agreed to continue this arrangement until the Company completes an
acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against the
Company.

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

     No matters were submitted during the calendar year covered by
this report to a vote of security holders.

                               PART II

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

     There is currently no public market for the Company's
securities. The Company does not intend to trade its securities in
the secondary market until completion of a business combination or
acquisition. It is anticipated that following such occurrence the
Company will cause its common stock to be listed or admitted to
quotation on the NASD OTC Bulletin Board or, if the Company then
meet the financial and other requirements thereof, on the Nasdaq
SmallCap Market, National Market System or regional or national
exchange.

     The proposed business activities described herein classify the
Company as a "blank  check" company. The Securities and Exchange
Commission and many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies
in their  respective jurisdictions. Management does not intend to
undertake any efforts to cause a  market  to develop in its
securities until such time as the Company has successfully
implemented its business plan described herein. Accordingly, the
Company's stockholder has agreed that they will not sell or
otherwise transfer their shares of the Company's common stock except
in connection with or following completion of a merger or
acquisition and the Company is no longer classified as a blank check
company.

     There is currently one stockholder of the Company's outstanding
common stock.

     During the past three years, the Company has sold securities
which were not registered as follows:

<TABLE>
<CAPTION>
                                                     NUMBER OF
DATE             NAME                                 SHARES       CONSIDERATION
--------------   --------------------------------    ---------     -------------
<S>              <C>                                 <C>           <C>
June 2, 2000     DotCom Internet Ventures Ltd.(1)    5,000,000         $500

</TABLE>

-----------------
     (1)  Mr. Tay, the president and sole director of the Company,
is the sole director and controlling shareholder of DotCom Internet
Ventures Ltd. and is therefore considered to be the beneficial owner
of the common stock of the Company issued to it. The shares issued to
DotCom Internet Ventures Ltd. were in return for services provided to
the Company by DotCom Internet Ventures Ltd., in lieu of cash. With
respect to the stock issued to DotCom Internet Ventures Ltd., the
Company relied upon Section 4(2) of the Securities Act of 1933, as
amended and Rule 506 promulgated thereunder.

     The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on the
Common Stock in the foreseeable future. The Company intends to
retain any earnings which it may realize in the foreseeable future
to finance its operations. Future dividends, if any, will depend on
earnings, financing requirements and other factors.

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

     The following discussion should be read in conjunction with the
information contained in the financial statements of the Company and
the Notes thereto appearing elsewhere herein.

Results of Operations - June 2, 2000 (Inception) through December
31, 2000

     The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7. There
have been no operations since incorporation.

Liquidity and Capital Resources

     The Company has 5,000,000 shares of its Common Stock
outstanding. The Company has no operating history and no material
assets. The Company has $-0- in cash as of December 31, 2000.

ITEM 7.  FINANCIAL STATEMENTS.











                    NETCENTRAL CAPITAL FUND, INC.
                    (A Development Stage Company)

                   INDEPENDENT AUDITORS' REPORT and
                         FINANCIAL STATEMENTS

                          December 31, 2000
                          -----------------





















                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)





<TABLE>

                                INDEX
                                -----


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

<CAPTION>
                                                                       Page(s)
                                                                       -------
<S>                                                                    <C>
Independent Auditors' Report .........................................    3

Financial Statements

   Statement of Financial Position, as of December 31, 2000 ..........    4

   Statement of Operations and Deficit for the Period
    from June 2, 2000 (Inception) through December 31, 2000 ..........    5

   Statement of Stockholders' Equity for the Period from
    June 2, 2000 (Inception) through December 31, 2000 ...............    6

   Statement of Cash Flows for the Period from June 2, 2000
    (Inception) through December 31, 2000 ............................    7

   Notes to Financial Statements .....................................    8-9

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

</TABLE>

                                 -2-




------------------------------------------------------------------
Stan J.H. Lee & Co. CPAs
(a member firm of DMHD Hamilton Clark & Co.)  direct) 201-681-7475
2182 Lemoine Avenue                              tel) 201-944-7246
Suite 2000                                       fax) 815-846-7550
Fort Lee, NJ 07024
------------------------------------------------------------------


                     INDEPENDENT AUDITORS' REPORT
                     ----------------------------


To the Board of Directors of:
NetCentral Capital Fund, Inc.
(A Development Stage Company)
1422 Chestnut Street, Suite 410
Philadelphia, PA 19102-2510

We have audited the accompanying statement of financial position of
NetCentral Capital Fund, Inc. (a development stage company) as of
June 2, 2000 (inception) through 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 audit.

We conducted our audit 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 audit provides 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
NetCentral Capital Fund, Inc. (a development stage company) as of
December 31, 2000, and the results of its operations and its cash
flows for the period from June 2, 2000 (inception) through December
31, 2000 in conformity with generally accepted accounting principles.



/s/ Stan J.H. Lee & Co. CPAs
-----------------------------
Stan J.H. Lee & Co. CPAs

March 1, 2001
Fort Lee, NJ


                                 -3-




                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                            BALANCE SHEET
                       as at December 31, 2000
                       -----------------------


ASSETS:
-------

CURRENT ASSETS                                              $       0
                                                            ---------
      TOTAL CURRENT ASSETS                                          0
                                                            ---------
OTHER ASSETS                                                        0
                                                            ---------

 TOTAL ASSETS                                               $       0
                                                            =========


LIABILITIES and STOCKHOLDERS' EQUITY:
-------------------------------------

CURRENT LIABILITIES                                         $       0

 TOTAL LIABILITIES                                                  0
                                                            ---------

STOCKHOLDERS' EQUITY:
---------------------

   Preferred stock, $0.0001 par value;
   20,000,000 shares authorized, zero
   shares issued and outstanding                                    0

   Common stock, $0.0001 par value;
   100,000,000 shares authorized;
   5,000,000 shares issued and
   outstanding                                                    500

   Additional paid-in capital                                       0

   Accumulated deficit during
   development stage                                             (500)
                                                            ---------

       TOTAL STOCKHOLDERS' EQUITY                                   0
                                                            ---------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $       0
                                                            =========



 The accompanying notes are an integral part of financial statements.

                                 -4-


                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                       STATEMENT OF OPERATIONS
            June 2, 2000 (inception) to December 31, 2000
            ---------------------------------------------


INCOME                                                 $        0

Operating Expenses

      Organization expense                                   (500)
                                                       -----------

TOTAL EXPENSES                                               (500)
                                                       -----------

PROVISION FOR INCOME TAXES                                      0
                                                       -----------

NET LOSS                                                     (500)
                                                       -----------

      RETAINED EARNINGS, at beginning                           0
                                                       -----------

DEFICIT, at end                                        $     (500)
                                                       ===========

NET LOSS PER COMMON SHARE                              $   (.0001)
                                                       ===========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                     5,000,000
                                                       ===========



 The accompanying notes are an integral part of financial statements.

                                 -5-



<TABLE>

                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                  STATEMENT OF STOCKHOLDERS' EQUITY
            June 2, 2000 (inception) to December 31, 2000
            ---------------------------------------------

<CAPTION>

                                    Common Stock
                              -------------------------     Additional                       Total
                               Numbers of                    paid-in                      Stockholders'
                                 Shares       Amount         capital        Deficit          Equity
                              ------------  -----------     -----------     ---------     -------------

<S>                           <C>           <C>             <C>             <C>           <C>

June 2, 2000                    5,000,000   $      500      $        0      $      0      $        500
issued for services

Net loss                                                                        (500)             (500)
                              ------------  -----------     -----------     ---------     -------------

Balance, December 31, 2000      5,000,000   $      500      $        0      $   (500)     $          0
                              ============  ===========     ===========     =========     =============

</TABLE>



 The accompanying notes are an integral part of financial statements.

                                 -6-



<TABLE>

                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                       STATEMENT OF CASH FLOWS
            June 2, 2000 (inception) to December 31, 2000
            ---------------------------------------------

<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------

<S>                                                                                <C>
   Net loss                                                                        $      (500)
   Adjustment to reconcile net loss to net cash provided by operational
   activities issue of common stock for services                                           500
                                                                                   ------------

NET CASH USED IN OPERATING EXPENSES                                                          0
                                                                                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                         0
                                                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                         0
                                                                                   ------------

NET INCREASE (DECREASE)                                                            $         0
                                                                                   ------------

CASH, BEGINNING OF PERIOD                                                                    0
                                                                                   ------------

CASH, END OF PERIOD                                                                $         0
                                                                                   ============

</TABLE>



 The accompanying notes are an integral part of financial statements.

                                 -7-



                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS
                       As of December 31, 2000
                       -----------------------


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

A. Organization and Business Operations

NetCentral Capital Fund, Inc. (the "Company") was incorporated in
the State of Delaware on June 2, 2000 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private
business. As of December 31, 2000, the Company did not commence any
formal business operations. Therefore, all the activities to date
relate to the Company's organization and proposed fund raising.
The Company's fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.

B. Use of Estimates
-------------------

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

C. Cash and Cash Equivalents
----------------------------

For purposes of reporting the statement of cash flows, cash and cash
equivalents include highly liquid investments with maturities of
three months or less at the time of purchase.

D. Income Taxes
---------------

The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," ("SFAS 109"). Under SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred
income tax expense or benefits due to the fact that the Company did
not have any material operations for the period from June 2, 2000
(inception) through December 31, 2000.

                                 -8-



                    NETCENTRAL CAPITAL FUND, INC.
                    (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS
                       As of December 31, 2000
                       -----------------------


NOTE 2.  STOCKHOLDERS' EQUITY
-----------------------------

A. Preferred Stock
------------------

The Company is authorized to issue 20,000,000 shares of preferred
stock at $0.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors. The Company did not issue any shares of its
preferred stock as of December 31, 2000.

B. Common Stock
---------------

The Company is authorized to issue 100,000,000 shares of common
stock at $0.0001 par value. On June 2, 2000, the Company issued
5,000,000 shares of its common stock to DotCom Internet Ventures
Ltd. for an aggregate of $500 in services.

C. Warrant and Options
----------------------

There are no warrants or options outstanding to issue any additional
shares of common stock.

NOTE 3  TRANSACTIONS WITH RELATED PARTY
---------------------------------------

The Company has signed an agreement with a related party, DotCom
Internet Ventures Ltd. ("DotCom") on June 5, 2000. DotCom owns
5,000,000 shares of the Company's common stock. The agreement calls
for DotCom to provide the following services, without reimbursement
from the Company, until the Company enters into a business
combination as described in Note 1.

    a. Preparation and filing of required documents with
       the U.S. Securities and Exchange Commission.

    b. Locating and review of potential target companies.

    c. Payment of all corporate, organizational, and
       other costs incurred by the Company.

                                 -9-

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

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                              PART III

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

     The Company currently has one Director and Officer as
follows:

 Name                    Age         Positions and Offices Held
 ----                    ---         --------------------------
 William Tay             29          President, Secretary-
                                     Treasurer & Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience
during at least the last five years:

     Mr. William Tay has served as President, Chief Executive
Officer, Secretary-Treasurer and a member of the Board of Directors
of the Company since June 2, 2000. Mr. Tay is President and Director
and may hold or held other positions in the following companies
since their inception, which are in parenthesis after the company
names: Breakthrough Technology Partners I, Inc. (June 2000),
Discovery Capital Funding Corporation (June 2000), Internet Capital
Ventures & Assoc., Inc. (June 2000), Millennium Capital Venture
Holdings Inc. (June 2000), and WebTech International Investors Group,
Inc. (June 2000), none of these companies currently conduct any
business. DotCom Internet Ventures Ltd. (January 2000), a venture
capital, financial consulting firm specializing in reverse merger
transactions and financial advisory services to public and private
companies. 1StopSale.com Holdings Inc. (October 1999) is an Internet
holding company engaged in building a network of Internet-based
retail operating companies, joint ventures, strategic alliances and
partnerships. Mr. Tay is currently devoting his full time managing
his own investments.

Conflicts of Interest

     William Tay, the Company's sole officer and director, has
organized and expects to organize other companies of a similar
nature and with a similar purpose as the Company. Consequently,
there are potential inherent conflicts of interest in acting as an
officer and director of the Company. In addition, insofar as Mr. Tay
is engaged in other business activities, he may devote only a
portion of his time to the Company's affairs.

     A conflict may arise in the event that another blank check
company with which Mr. Tay is affiliated also actively seeks a
target company. It is anticipated that target companies will be
located for the Company and other blank check companies in
chronological order of the date of formation of such blank check
companies or, in the case of blank check companies formed on the
same date, alphabetically. However, other blank check companies may
differ from the Company in certain items such as place of
incorporation, number of shares and shareholders, working capital,
types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain
blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more
suitable or preferred blank check company regardless of date of
formation.

     Mr. Tay intends to devote as much time to the activities of
the Company as required. However, should such a conflict arise,
there is no assurance that Mr. Tay would not attend to other matters
prior to those of the Company. Mr. Tay estimates that the business
plan of the Company can be implemented in theory by devoting
approximately 10 to 25 hours per month over the course of several
months but such figure cannot be stated with precision.

     Mr. Tay is the president, director and controlling shareholder
of DotCom Internet Ventures Ltd., a Delaware corporation, which owns
5,000,000 shares of the Company's common stock. At the time of a
business combination, some or all of the shares of common stock
owned by DotCom Internet Ventures Ltd. may be purchased by the
target company or retired by the Company. The amount of common stock
sold or continued to be owned by DotCom Internet Ventures Ltd.
cannot be determined at this time.

     The terms of business combination may include such terms as
Mr. Tay remaining a director or officer of the Company. The terms of
a business combination may provide for a payment by cash or
otherwise to DotCom Internet Ventures Ltd., for the purchase or
retirement of all or part of its common stock of the Company by a
target company or for services rendered incident to or following a
business combination. Mr. Tay would directly benefit from such
employment or payment. Such benefits may influence Mr. Tay's choice
of a target company. However, Mr. Tay's beneficial and economic
interest in all blank check companies with which he is currently
involved is identical.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management of the Company or any affiliates or associates have any
interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.

Indemnification of Directors and Officers

     The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of
Delaware, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the
Company to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Company.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND
IS THEREFORE UNENFORCEABLE.

ITEM 10.  EXECUTIVE COMPENSATION.

      No employment compensation is paid or anticipated to be paid
by the Company. The Company has no understandings or agreements,
preliminary or otherwise, in regard to executive compensation. Its
sole director and officer, Mr. William Tay, does not receive any
compensation for his duties. On June 2, 2000, the Company issued
5,000,000 shares of its common stock as compensation to DotCom
Internet Ventures Ltd., a corporation controlled by its President,
Mr. Tay, in connection with services rendered and fees paid by
DotCom Internet Ventures Ltd. at the time of the formation of the
Company. Mr. Tay has not received any other compensation for his
services rendered to the Company and is not accruing compensation.
As of the date of this filing, the Company has no funds available
to pay officers and directors.

     The Company has no employment agreements with any persons. No
retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company
for the benefit of any employees.

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

     The following table sets forth each person known by the
Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors
and officers of the Company as a group. Except as noted, each person
has sole voting and investment power with respect to the shares shown.

<TABLE>
<CAPTION>

Name and Address                   Amount of Beneficial          Percentage
of Beneficial Owner                     Ownership                 of Class
-------------------                --------------------          ----------
<S>                                <C>                           <C>
DotCom Internet                         5,000,000                   100%
Ventures Ltd. (1)
1422 Chestnut Street
Suite #410, 4th Floor
Philadelphia, PA 19102

William Tay (2)                         5,000,000                   100%
1422 Chestnut Street
Suite #410, 4th Floor
Philadelphia, PA 19102

All Executive Officers and
Directors as a Group (1 Person)         5,000,000                   100%

</TABLE>

-----------------
     (1) Mr. Tay is the controlling shareholder and sole director
and officer of DotCom Internet Ventures Ltd. DotCom Internet
Ventures Ltd. has agreed to provide certain assistance to the
Company in locating potential target companies, and to pay all costs
of the Company until a business combination, without reimbursement.
See "ITEM 1. DESCRIPTION OF BUSINESS."

     (2) As the controlling shareholder, sole director and officer
of DotCom Internet Ventures Ltd., Mr. Tay is deemed to be the
beneficial owner of the common stock of the Company owned by DotCom
Internet Ventures Ltd.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On June 2, 2000, the Company issued a total of 5,000,000 shares
of its common stock in the following manner. In consideration of
DotCom Internet Ventures Ltd. contributing toward the organizational
expenses of the Company and for services rendered, the Company
issued DotCom Internet Ventures Ltd. 5,000,000 shares of its common
stock. Mr. William Tay, the President of the Company is the sole
director, controlling shareholder and president of DotCom Internet
Ventures Ltd.

     Under Rule 405 promulgated under the Securities Act of 1933,
Mr. Tay may be deemed to be a promoter of the Company. No other
persons are known to management that would be deemed to be promoters.

     The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger with
any entity in which the Company's officer, director or holder or
their affiliates or associates serve as officer or director or hold
more than a 10% ownership interest. Management is not aware of any
circumstances under which this policy may be changed.

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

     (a) Exhibits.

         (3.1) Certificate of Incorporation filed as an exhibit to
               the Company's registration statement on Form 10-SB
               filed on September 5, 2000, and incorporated herein
               by reference.

         (3.2) Bylaws filed as an exhibit to the Company's
               registration statement on Form 10-SB filed on
               September 5, 2000, and incorporated herein by
               reference.

         (3.3) Specimen Stock Certificate filed as an exhibit to
               the Company's registration statement on Form 10-SB
               filed on September 5, 2000, and incorporated herein
               by reference.

        (10.1) Agreement with DotCom Internet Ventures Ltd. filed
               as an exhibit to the Company's registration
               statement on Form 10-SB filed on September 5, 2000,
               and incorporated herein by reference.

        (10.2) Shareholder Agreement with DotCom Internet Ventures
               Ltd. filed as an exhibit to the Company's
               registration statement on Form 10-SB filed on
               September 5, 2000, and incorporated herein by
               reference.

     (b) Reports on Form 8-K.

         None.


                              SIGNATURES

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


                                   NETCENTRAL CAPITAL FUND, INC.

                                   By: /s/ William Tay
                                   -----------------------------------
                                   William Tay
                                   President, Chief Executive Officer,
                                   Treasurer and Director

                                   Date: March 1, 2001


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

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

/s/ William Tay   President, Chief Executive         March 1, 2001
---------------   Officer, Treasurer and Director
William Tay