1

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

                                   FORM 10-QSB

(Mark One)

X    QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For quarterly period ended September 30, 2001

     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: 0-29819

                                ZETA CORPORATION
                          ----------------------------
        (exact name of small business issuer as specified in its charter)


         FLORIDA                                       58-2349413
       -------------                                ----------------
(State or other jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)

Suite 214 - 1628 West 1St Avenue, Vancouver, BC V6J 1G1
-------------------------------------------------------
(Address of principal executive offices)

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

Check whether the issuer: (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 issuer was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes [ X ]
No

State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest  practicable  date:  as of November 3, 2001,  there were
50,133,332  shares of the  Issuer's  Common  Stock,  $0.001  par value per share
outstanding.

Transitional Small Business Disclosure Format (Check One): Yes [ ]  No [x]

<PAGE>


                                ZETA CORPORATION
                  FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2001


                                      INDEX


<TABLE>
                          PART I FINANCIAL INFORMATION
<CAPTION>

                           Item 1 Financial Statements

<S>                                                                                             <C>
Balance Sheet as of September 30, 2001.........................................................  3

Statement of Operations for the Quarter Ended September 30, 2001, and 2000.....................  4

Statement of Cash Flows for the Quarter Ended September 30, 2001...............................  5

Notes to Interim Financial Statements........................................................... 7

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


Item 2  Management's Discussion and Analysis...................................................  9

                            PART II OTHER INFORMATION

Item 1 Legal Proceedings.......................................................................  11

Item 2 Changes in Securities...................................................................  11

Item 3 Defaults Upon Senior Securities.........................................................  11

Item 4 Submission of Matters to a Vote of Security Holders.....................................  11

Item 5 Other Information........................................................................ 11

Item 6 Exhibits and Reports on Form 8-K......................................................... 11

Signatures...................................................................................... 12

</TABLE>

<PAGE>


ITEM 1    Financial Statements


                                ZETA CORPORATION

                          (A Development Stage Company)
                                  BALANCE SHEET
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                                           2001                 2000
                                                                                 ----                 ----
<S>                                                                              <C>                  <C>
Current Assets
   Cash                                                                          $    137,310         $   151,564
   Prepaid Expenses                                                                       125                 125
Total Current Assets                                                                 $137,435         $   151,689

Fixed Assets
   Computer Equipment-Net                                                               2,025
                                                                                                            2,892
Total  Assets                                                                    $    139,460         $   154,581

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable and Accrued Liabilities                                      $     24,385         $    50,180

Stockholders' Equity
   Preferred Stock: $0.10 Par Value; Authorized Shares, 1,000,000
shares; Issued and Outstanding, None                                                     None                None
   Common Stock: $0.001 Par Value; Authorized Shares, 300,000,000;
Issued and Outstanding, 50,133,332  at September 30, 2001 and 41,200,000               50,133
at December 31, 2000                                                                                       41,200
   Additional Paid In Capital                                                         861,867             736,800
   Loss Accumulated During the Development Stage                                     (796,925)           (673,599)
Total Stockholders' Equity                                                            115,075             104,401

Total Liabilities and Stockholders' Equity                                       $    139,460         $   154,581

</TABLE>

<PAGE>


                                ZETA CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
           AND FROM INCEPTION (OCTOBER 21, 1997) TO SEPTEMBER 30, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                        From
                                                                                                                        Inception
                                         For The Three       For The Three      For The Nine         For The Nine       (October 21,
                                         Months Ended Sept.  Months Ended       Months Ended Sept.   Months Ended       1997) to
                                         30, 2001            Sept. 30, 2000     30, 2001             Sept. 30, 2000     Sept.30,2001
                                         --------            --------------     --------             --------------     ------------
<S>                                      <C>                 <C>                <C>                  <C>                <C>
Revenues                                 $        0          $         0        $         0          $          0       $         0

Expenses
   General and Administrative                46,690                2,837            128,184                21,714           823,729

Other Income
   Interest Income                            1,227                2,631              4,859                 7,699            26,804

Net loss available to common
stockholders                             $  (45,463)         $      (206)       $  (123,325)         $    (14,015)      $  (796,925)

Basic loss per common share                     NIL                  NIL        $    (0.003)                  NIL

Basic weighted average common shares
outstanding                              48,871,013           41,200,000         43,785,103            41,200,000

</TABLE>

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000, AND
     FOR THE PERIOD FROM INCEPTION (OCTOBER 21, 1997) TO SEPTEMBER 30, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                              From Inception
                                                                      Nine Months Ended    Nine Months Ended  (October 21, 1997)
                                                                      Sept. 30, 2001       Sept. 30, 2000     to Sept. 30, 2001
                                                                      --------------       --------------     -----------------
<S>                                                                   <C>                  <C>                <C>
Cash Flows From Operating Activities
   Net Loss                                                                $  (123,325)          $  (14,015)        $  (796,925)
   Depreciation
                                                                                    867                                    1,445
   Common Stock Issued For Services
                                                                                                                        403,000
   Adjustments to Reconcile Net Loss to Net Cash
Used By Operating Activities
   Changes in Assets and Liabilities
      (Increase) Decrease in Prepaid Expenses                                                                              (125)
      (Increase) Decrease in Organization Costs                                                                                0
       Increase (Decrease) in Accounts Payable                                  108,204                  150             158,385
   Total Adjustments                                                            109,071                  150             562,705
Net Cash Used By Operating Activities                                          (14,254)             (13,865)           (234,220)

Cash Flows From Investing Activities
   Purchase of Property and Equipment                                                                (3,471)             (3,470)
Net Cash Flows From Investing Activities                                              0              (3,471)             (3,470)

Cash Flows From Financing Activities
   Proceed From Issuance of Common Stock                                                                                 375,000
Net Cash Provided By Financing Activities                                             0                    0             375,000

Increase (Decrease) in Cash and Cash Equivalents                               (14,254)             (17,336)             137,310
Cash and Cash Equivalents, Beginning of Period                                  151,564              181,884                   0
Cash and Cash Equivalents, End of Period                                     $  137,310          $   164,548          $  137,310

</TABLE>

<PAGE>

                                ZETA CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
            FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000, AND
     FOR THE PERIOD FROM INCEPTION (OCTOBER 21, 1997) TO SEPTEMBER 30, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>

Supplemental Information                             Nine Months         Nine Months        From Inception
                                                     Ended               Ended              (October 21, 1997)
                                                     Sept. 30, 2001      Sept. 30, 2000     to Sept. 30, 2001
                                                     --------------      --------------     -----------------
<S>                                                  <C>                 <C>                <C>
Cash Paid For:
      Interest                                       $         0         $           0      $              0
      Income Taxes                                   $         0         $           0      $              0

Noncash Investing and Financing Activities:
      Common Stock Issued For Services               $         0         $           0      $        403,000
      Conversion of Debt to Equity                   $   134,000         $           0      $        134,000

</TABLE>

<PAGE>



                                ZETA CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with Form 10QSB instructions and in the opinion of management of ZETA
(The Company),  include all normal adjustments  considered  necessary to present
fairly the  financial  position  as of  September  30,  2001 and the  results of
operations  for the three and nine  months  ended  September  30, 2001 and 2000.
These results have been determined on the basis of generally accepted accounting
principles  and  practices  and  applied  consistently  with  those  used in the
preparation of the Company's audited financial statements and notes for the year
ended December 31, 2000. The  accompanying  financial  statements also 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.  It is the Company's belief that it
will continue to require  additional funds to be obtained from private or public
equity  investments,  and possible future  collaborative  agreements to become a
viable entity.

Certain information and footnote  disclosures normally included in the financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying  unaudited
interim  financial   statements  be  read  in  conjunction  with  the  financial
statements  and notes thereto  incorporated  by reference in the Company's  2000
Annual Report on Form 10KSB.

Note 1 - Earnings per share
---------------------------

Basic  earnings  or loss per share is based on the  weighted  average  number of
shares  outstanding  during  the  period of the  financial  statements.  Diluted
earnings or loss per share are based on the  weighted  average  number of common
shares outstanding and dilutive common stock equivalents.  All per share and per
share information are adjusted retroactively to reflect stock splits and changes
in par value,  when  applicable.  All earnings or loss per share  amounts in the
financial  statements are basic earnings or loss per share.  The  computation of
basic loss per share is as follows:

<TABLE>
<CAPTION>
                                         3 m/e                9 m/e               3 m/e                9 m/e
                                        9/30/01              9/30/01             9/30/00              9/30/00
                                        -------              -------             -------              -------
<S>                                     <C>                  <C>                 <C>                  <C>
Numerator-Net  loss  available to       $     (45,463)       $    (123,325)      $        (206)       $     (14,015)
common stockholders

Denominator-Weighted      average
number    of    common     shares
outstanding                                48,871,013           43,785,103          41,200,000           41,200,000

Basic loss per common share             $         Nil        $      (0.003)      $         Nil        $         Nil

</TABLE>

Note 2 - Going Concern
----------------------

The Company is a development stage company and is devoting  substantially all of
its present  efforts in  establishing  a new  business.  The Company has limited
operations and has not yet relied on revenues for funding. The Company's working
capital funds have been satisfied through its cash reserves, which were obtained
through the issuance of common stock.  The Company's  ability to meet its future
funding  requirements and the success of future  operations cannot be determined
at this time.  These  conditions  raise  substantial  doubt about the  Company's
ability to continue as a going concern.

<PAGE>

Management's    plans    include    continuing    to   develop   its    website,
www.newcompanycapital.com,  and eventually derive revenues by charging a listing
fee for executive  summaries  posted on the site of  entrepreneurs  and start-up
companies seeking to raise capital.  Additional funding may be necessary for the
Company's  development  plans. There can be no assurance that additional funding
will be available when needed or, if available, that the terms of such financing
will be on acceptable terms. The Company's  financial  statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification  of assets or the amounts and  classification of liabilities that
may result from the outcome of this uncertainty.

Note 3 - Common Stock
---------------------

A.   On July 12, 2001, a majority of the shareholders  approved the following at
     its Annual General Shareholders Meeting:

     (1)  Four to one  forward  split of the  Company's  common  stock,  with no
          change in par value. All per share and per share information have been
          adjusted retroactively to reflect the split.

     (2)  Approval  of the  Company's  2001 stock  option  plan with  10,000,000
          common shares reserved for issuance thereunder.

     (3)  Increase in the authorized  capital of the Company from 100,000,000 to
          300,000,000 shares of $0.001 par value common stock.

B.   On July 13, 2001,  the Company  issued  2,233,333  restricted  common stock
     (pre-forward  split) at $0.06 per share for the  conversion  of $134,000 of
     debt to equity.

<PAGE>

ITEM 2. Management's  discussion and Analysis of financial condition and results
        of operations

When used in this discussion,  the words "believes,"  "anticipates,"  "expects,"
and similar  expressions  are intended to identify  forward-looking  statements.
Such  statements  are subject to certain  risks and  uncertainties,  which could
cause actual  results to differ  materially  from those  projected.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.  Actual  results,  performance or achievements
could  differ   materially  from  those  anticipated  in  such  forward  looking
statements  as a result of numerous  factors,  including  but not limited to the
Company's  ability to continually  expand its  subscriber  base and opt-in email
lists, market its services to potential advertisers,  the regulatory environment
in which the Company  operates,  future  acceptance  of its  services  and other
factors  described in the  company's  filings with the  Securities  and Exchange
Commission.   The  Company   undertakes  no  obligation  to  republish   revised
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of  unanticipated  events.  Readers are also
urged to  carefully  review and  consider  the various  disclosures  made by the
Company which attempt to advise  interested  parties of the factors which affect
the  Company's  business,  in this  report,  as well as the  Company's  periodic
reports on Forms 10-KSB,  10QSB and 8-K filed with the  Securities  and Exchange
Commission.

Overview
--------

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

Results of Operations
---------------------

Revenues. The Company has generated zero revenues since inception.  To date, the
Company has not relied on revenues  for  funding.  For the next twelve to twenty
four months,  the Company expects to generate  minimal,  if any, revenues due to
the early stage of its operations.

General  and  Administrative  Expenses.  During  the three  month  period  ended
September 30, 2001 and 2000, the Company  incurred $46,690 and $2,837 in general
and administrative expenses, respectively. This increase of $43,385 is primarily
a result of increased  expenses  incurred for management fees and other expenses
related to the Company's business. For the nine month period ended September 30,
2001 and 2000,  the  Company  incurred  $128,184  and  $21,714  in  general  and
administrative expenses,  respectively. This increase of $106,470 is primarily a
result of increased  expenses incurred for management fees and other operational
expenses.

Interest  Income.  Interest  income was  $1,227  and $2,631 for the three  month
period ended  September 30, 2001 and 2000,  respectively,  and $4,859 and $7,699
for the nine month  period  ended  September  30,  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 September 30, 2001, the Company's  accumulated
deficit was  $796,925 and as a result,  there has been no  provision  for income
taxes to date.

Net Loss.  For the three month period  ended  September  30, 2001 and 2000,  the
Company  recorded a net loss of $45,463,  and $206,  respectively.  For the nine
month period ended September 30, 2001 and 2000, the Company  recorded a net loss
of $123,325 and $14,015, respectively.

<PAGE>

Liquidity and Capital Resources
-------------------------------

As at September 30, 2001,  the Company had a cash balance of $137,310,  compared
to $151,564 as at December 31, 2000.

Net cash used by  operating  activities  was $14,254  for the nine month  period
ending  September  30,  2001,  compared to net cash used of $13,865 for the same
period in 2000.

Plan of Operation
-----------------

For the next  twelve  months,  the  Company  plans to  continue  developing  its
website,  www.newcompanycapital.com,  and  eventually  charge a listing  fee for
executive  summaries posted on the site by entrepreneurs and start-up  companies
seeking  to  raise  capital.  The  Company  does  not  expect  to  purchase  any
significant  equipment,  hire any  additional  employees,  or incur  significant
research and development expenses.  The Company has sufficient cash requirements
to satisfy its cash needs over the next twelve  months.  However,  the Company's
future  funding  requirements  will depend on numerous  factors.  These  factors
include the Company's ability to operate its business  profitably in the future,
recruit and train qualified management,  technical and sales personnel,  and the
ability to compete  against other,  better  capitalized  corporations  who offer
similar  web based  services.  The Company may raise  additional  funds  through
private or public  equity  investment  in order to expand the range and scope of
its  business  operations.  The Company may seek access to the 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.

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

The Financial  Accounting  Standards Board ("FASB") issued the following SFAS's,
none of  which  are  expected  to have a  significant  effect  on the  financial
statements:

SFAS  No.  138,  an  amendment  to  SFAS  No.   133,"Accounting  for  Derivative
Instruments and Hedging Activities," which establishes  accounting and reporting
standards for derivative  instruments and for hedging activities,  effective for
fiscal years beginning after June 15, 2000.

SFAS No. 141, "Business  Combinations," which requires all business combinations
initiated  after June 30, 2001, to be accounted for under the purchase method of
accounting for which the date of acquisition is July 1, 2001 or later.

SFAS No. 142,  "Goodwill  and Other  Intangible  Assets,"  which  addresses  how
intangible assets that are acquired individually or with a group of other assets
(but not those  acquired in a business  combination)  should be accounted for in
financial  statements upon their acquisition.  This statement also addresses how
goodwill and other  intangible  assets  should be accounted  for after they have
been  initially  recognized  in the  financial  statements.  This  statement  is
required to be applied  starting with fiscal years  beginning after December 15,
2001.

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

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived  Assets"
which supersedes SFAS No. 121. This statement addresses financial accounting and
reporting for the  impairment or disposal of long-lived  assets and is effective
for financial  statements  issued for fiscal years  beginning after December 15,
2001, and interim periods within those fiscal years.

<PAGE>

PART II - Other Information

Item 1 Legal Proceedings

     None

Item 2 Changes in Securities

     On July 13, 2001, 2,233,333  (8,933,332  post-split) shares of common stock
at $.06 per share were issued for the conversion of $134,000 of debt to equity.

Item 3 Defaults Upon Senior Securities

     None

Item 4 Submission of Matters to a Vote of Security Holders

     On July 12, 2001,  at the annual  shareholders  meeting,  the  shareholders
approved a four to one forward  split of the  Company's  common  stock,  with no
change in par value,  effective July 31, 2001 the shareholders also approved the
Company's 2001 Stock Option Plan and an increase in the authorized  common stock
from 100,000,000 to 300,000,000 at the same par value.

Item 5 Other Information

     None

Item 6 Exhibits and Reports on Form 8-K

     (a)  Exhibits

     None

     (b)  Reports on Form 8-K

          (1)  On July 23, 2001,  the Company filed and 8-k with the  Commission
               under  Item 5  regarding  a four  for one  forward  split  of the
               Company's common stock.

          (2)  On August 1, 2001,  the Company filed and 8-K with the Commission
               under  Item  5  regarding   the  issuance  of  2,233,333   shares
               (pre-forward  split) of  common  stock at $0.06 per share for the
               conversion of $134,000 shares of debt to equity.


<PAGE>

                                 Signature Page

     Pursuant  to the  requirements  of  section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                                ZETA CORPORATION

                                                             /s/ Harmel S. Rayat
                                                            --------------------
                                                                 Harmel S. Rayat
                                                              CEO and President

                                                                /s/ Lance Dusanj
                                                               -----------------
                                                                    Lance Dusanj
                                                                        Director

                                                          /s/ Harvinder Dhaliwal
                                                          ----------------------
                                                              Harvinder Dhaliwal
                                                 Director, Secretary & Treasurer
Dated: November 9, 2001


