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

                                    FORM 8-K

                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): MAY 31, 2005


                                 ZIM CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                     CANADA
             ------------------------------------------------------
                 (State or other jurisdiction of incorporation)


         0-30432                                          NOT APPLICABLE
----------------------------                        --------------------------
       (Commission                                        (IRS Employer
       File Number)                                     Identification No.)

                              200-20 COLONNADE ROAD
                         OTTAWA, ONTARIO, CANADA K2E 7M6
-------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (613) 727-1397
-------------------------------------------------------------------------------
                         (Registrant's telephone number)

                                 NOT APPLICABLE
-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

/ / Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12) i1/4 Pre-commencement communications pursuant to
    Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ZIM Corporation today announced that on May 31, 2005 it entered into an
Agreement and Release with the former shareholders of EPL Communications Ltd.
and E-Promotions Limited ("EPL Shareholders"). In February 2004, ZIM purchased
EPL Communications Ltd. and E-Promotions Limited, each a UK-based SMS firm (the
"EPL Purchase"). Due to ZIM's recent withdrawal of its Registration Statement on
Form SB-2, it was unable to register for resale the shares issued to the EPL
Shareholders as contemplated in the EPL Purchase Agreement. Under the Agreement
and Release, ZIM issued to the EPL Shareholders options to purchase an aggregate
of 3,600,000 shares of ZIM common stock at an exercise price of $0.20 per share,
the market price on May 12, 2005. In addition, the EPL Shareholders and ZIM
released one another from any and all prior, current or future claims in
connection with the EPL Purchase. ZIM has also entered into Consulting
Agreements with certain of the EPL Shareholders, pursuant to which they agreed
to provide ZIM with technical expertise. A copy of the Agreement and Release is
attached to this Current Report on Form 8-K as Exhibit 10.10.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On May 31, 2005, ZIM Corporation agreed to grant to the former shareholders of
EPL Communications Ltd. and E-Promotions Limited ("EPL Shareholders") options to
purchase an aggregate of 3,600,000 shares of ZIM common shares at an exercise
price of $0.20 per share, the market price of the common shares on May 12, 2005.
This transaction was effected as a transaction not involving any public
offering, exempt from registration under Section 4(2) of the Securities Act of
1933. The options were granted to four individuals and the transaction involved
no public solicitation.

On May 31, 2005, ZIM Corporation also agreed to extend, to May 11, 2008, the
expiration date of warrants to purchase 1,150,006 shares of its common stock
that it issued in a January 2004 private placement, and to amend the warrants to
lower their exercise price from $0.75 to $0.20, the market price on May 12,
2005. No registration under the Securities Act of 1933 is required in connection
with this agreement because it involves a security that is exempt from
registration under Section 3(a)(9) of the Securities Act - the amended warrant
is exchanged by the issuer with existing security holders exclusively and no
consideration is paid or given in connection with the exchange.

ITEM 7.01  REGULATION FD DISCLOSURE

On June 6, 2005, ZIM Corporation issued a press release, a copy of which is
furnished as an exhibit to this Form 8-K, announcing that it had entered into an
Agreement and Release with the former shareholders of EPL Communications Ltd.
and E-Promotions Limited ("EPL Shareholders"). Under the Agreement and Release,
ZIM agreed to issue to the EPL Shareholders options to purchase an aggregate of
3,600,000 shares of ZIM common stock at an exercise price of $0.20 per share,
the market price on May 12, 2005. In addition, the EPL Shareholders and ZIM
released one another from any and all prior, current or future claims in
connection with the EPL Purchase. ZIM has also entered into Consulting
Agreements with certain of the EPL Shareholders, pursuant to which they agreed
to provide ZIM with technical expertise.

On June 6, 2005, ZIM Corporation also announced that it has agreed to extend, to
May 11, 2008, the expiration date of warrants it issued in a January 2004
private placement, and to amend the warrants to lower their exercise price from
$0.75 to $0.20, the market price on May 12, 2005.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS.

EXHIBIT NO.       DESCRIPTION

10.10             Agreement  and Release  dated May  31, 2005  between  ZIM
                  Corporation  and each of Maria  Vendone,  Stephen  Wright,
                  Christian Goldsborough, Finelook Limited, and Maria Vendone
                  and Stephen Wright as trustees of Enrico Wright.

99.1              Press Release dated June 6, 2005,  announcing  Agreement
                  and Release with former EPL  Shareholders  and amendment of
                  outstanding warrants.

                                       2



<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                             ZIM CORPORATION
                                             (Registrant)

June 6, 2005                             By: /s/ Michael Cowpland
                                             ---------------------------------
                                             Michael Cowpland,
                                             President and Chief Executive
                                             Officer










                                       3
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{"company-data": {"conformed-name": "ZIM CORP", "cik": "0001124160", "assigned-sic": "7371", "irs-number": "651036706", "state-of-incorporation": "A6", "fiscal-year-end": "0304"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31691", "film-number": "05881254"}, "business-address": {"street1": "20 COLONNADE ROAD", "street2": "SUITE 200", "city": "NEPEAN", "state": "A6", "zip": "K2E 7M6", "phone": "6137271397"}, "mail-address": {"street1": "20 COLONNADE ROAD", "street2": "SUITE 200", "city": "NEPEAN", "state": "A6", "zip": "K2E 7M6"}, "former-company": {"former-conformed-name": "PRIVATE CAPITAL INVESTORS INC", "date-changed": "20000920"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): MAY 31, 2005

                                 ZIM CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                     CANADA
             ------------------------------------------------------
                 (State or other jurisdiction of incorporation)

         0-30432                                          NOT APPLICABLE
----------------------------                        --------------------------
       (Commission                                        (IRS Employer
       File Number)                                     Identification No.)

                              200-20 COLONNADE ROAD
                         OTTAWA, ONTARIO, CANADA K2E 7M6
-------------------------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (613) 727-1397
-------------------------------------------------------------------------------
                         (Registrant's telephone number)

                                 NOT APPLICABLE
-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

/ / Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12) i1/4 Pre-commencement communications pursuant to
    Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ZIM Corporation today announced that on May 31, 2005 it entered into an
Agreement and Release with the former shareholders of EPL Communications Ltd.
and E-Promotions Limited ("EPL Shareholders"). In February 2004, ZIM purchased
EPL Communications Ltd. and E-Promotions Limited, each a UK-based SMS firm (the
"EPL Purchase"). Due to ZIM's recent withdrawal of its Registration Statement on
Form SB-2, it was unable to register for resale the shares issued to the EPL
Shareholders as contemplated in the EPL Purchase Agreement. Under the Agreement
and Release, ZIM issued to the EPL Shareholders options to purchase an aggregate
of 3,600,000 shares of ZIM common stock at an exercise price of $0.20 per share,
the market price on May 12, 2005. In addition, the EPL Shareholders and ZIM
released one another from any and all prior, current or future claims in
connection with the EPL Purchase. ZIM has also entered into Consulting
Agreements with certain of the EPL Shareholders, pursuant to which they agreed
to provide ZIM with technical expertise. A copy of the Agreement and Release is
attached to this Current Report on Form 8-K as Exhibit 10.10.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On May 31, 2005, ZIM Corporation agreed to grant to the former shareholders of
EPL Communications Ltd. and E-Promotions Limited ("EPL Shareholders") options to
purchase an aggregate of 3,600,000 shares of ZIM common shares at an exercise
price of $0.20 per share, the market price of the common shares on May 12, 2005.
This transaction was effected as a transaction not involving any public
offering, exempt from registration under Section 4(2) of the Securities Act of
1933. The options were granted to four individuals and the transaction involved
no public solicitation.

On May 31, 2005, ZIM Corporation also agreed to extend, to May 11, 2008, the
expiration date of warrants to purchase 1,150,006 shares of its common stock
that it issued in a January 2004 private placement, and to amend the warrants to
lower their exercise price from $0.75 to $0.20, the market price on May 12,
2005. No registration under the Securities Act of 1933 is required in connection
with this agreement because it involves a security that is exempt from
registration under Section 3(a)(9) of the Securities Act - the amended warrant
is exchanged by the issuer with existing security holders exclusively and no
consideration is paid or given in connection with the exchange.

ITEM 7.01  REGULATION FD DISCLOSURE

On June 6, 2005, ZIM Corporation issued a press release, a copy of which is
furnished as an exhibit to this Form 8-K, announcing that it had entered into an
Agreement and Release with the former shareholders of EPL Communications Ltd.
and E-Promotions Limited ("EPL Shareholders"). Under the Agreement and Release,
ZIM agreed to issue to the EPL Shareholders options to purchase an aggregate of
3,600,000 shares of ZIM common stock at an exercise price of $0.20 per share,
the market price on May 12, 2005. In addition, the EPL Shareholders and ZIM
released one another from any and all prior, current or future claims in
connection with the EPL Purchase. ZIM has also entered into Consulting
Agreements with certain of the EPL Shareholders, pursuant to which they agreed
to provide ZIM with technical expertise.

On June 6, 2005, ZIM Corporation also announced that it has agreed to extend, to
May 11, 2008, the expiration date of warrants it issued in a January 2004
private placement, and to amend the warrants to lower their exercise price from
$0.75 to $0.20, the market price on May 12, 2005.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS.

EXHIBIT NO.       DESCRIPTION

10.10             Agreement  and Release  dated May  31, 2005  between  ZIM
                  Corporation  and each of Maria  Vendone,  Stephen  Wright,
                  Christian Goldsborough, Finelook Limited, and Maria Vendone
                  and Stephen Wright as trustees of Enrico Wright.

99.1              Press Release dated June 6, 2005,  announcing  Agreement
                  and Release with former EPL  Shareholders  and amendment of
                  outstanding warrants.

                                       2
SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                             ZIM CORPORATION
                                             (Registrant)

June 6, 2005                             By: /s/ Michael Cowpland
                                             ---------------------------------
                                             Michael Cowpland,
                                             President and Chief Executive
                                             Officer

                                       3