SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                            ANNUAL REPORT PURSUANT TO
                           SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2005
                                 --------------

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

For the transition period from _________________ to __________________

                        Commission file number: 001-32289


                                    ZENO INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



            Nevada                                      Applied For
            ------                          ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                               220 Decourcy Drive
                Gabriola Island, British Columbia, Canada V0R 1X1
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 837-2739
               --------------------------------------------------
               Registrant's telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                       Name of each exchange on which
to be so registered                       each class is to be registered

     None                                              None

Securities to be registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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.

              Yes                                       No  X
                 -----------                               --------
<PAGE>

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.

              Yes      X                               No
                 -----------                             -----------

State issuer's revenues for its most recent fiscal year:           Nil
                                                          ----------------------

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.)

                       $197,100 as at August 8, 2005
                       -----------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                      5,971,000 as of August 8, 2005
                      ------------------------------

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ITEM 1:  DESCRIPTION OF BUSINESS..............................................4
ITEM 2:  DESCRIPTION OF PROPERTY.............................................10
ITEM 3:  LEGAL PROCEEDINGS...................................................10
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................10
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............10
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........11
ITEM 7:  FINANCIAL STATEMENTS................................................11
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURES........................................12
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........12
ITEM 10:  EXECUTIVE COMPENSATION.............................................13
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....13
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................14
ITEM 13:  EXHIBITS AND REPORTS...............................................14


<PAGE>



PART I

                             Description Of Business

In General

We intend to commence  operations as an  exploration  stage mineral  exploration
company.  As such,  there is no assurance  that a  commercially  viable  mineral
deposit exists on our sole mineral property interest,  the Rawluk Lake property.
Further  exploration  will  be  required  before  a final  evaluation  as to the
economic and legal feasibility of the Rawluk Lake property is determined.

We will be engaged in the  acquisition,  and  exploration of mineral  properties
with a view to  exploiting  any mineral  deposits we discover  that  demonstrate
economic feasibility.  We acquired a 100% undivided right, title and interest in
and to seven mineral  claims,  known  collectively  as the Rawluk Lake property,
located in the Thunder  Mining  District,  Ontario,  Canada.  We acquired a 100%
interest in the Rawluk Lake property for staking costs of $4,197.

Our plan of operation is to determine whether this Rawluk Lake property contains
reserves that are economically  recoverable.  The recoverability of amounts from
the property will be dependent  upon the discovery of  economically  recoverable
reserves,  confirmation  of  necessary  financing  to  satisfy  the  expenditure
requirements under the property agreement and to complete the development of the
property and upon future profitable production or proceeds for the sale thereof.

Rawluk Lake Property Purchase Agreement

On December 2003, we retained Mr. Robert Reukl of Manitouwadge,  Ontario whereby
he agreed to stake for us a total of seven mineral claims located 280 kilometers
east northeast of the city of Thunder Bay in north central Ontario.  We paid Mr.
Reukl $4,197 to stake these claims.

At the time of the  staking  agreement,  Mr.  Reukl  was at arm's  length to us.
Subsequent to the staking of the property, Mr. Reukl subscribed for 1,000 shares
of our common stock.

Title to the Rawluk Lake Property

The Rawluk Lake Property  consists of seven mineral  claims.  A "mineral  claim"
refers to a specific  section of land over which a title  holder  owns rights to
explore for and extract minerals from the ground. Such rights may be transferred
or held in  trust.  The  claims  are  registered  100% in the name of a  private
company owned by Robert Reukl. Mr. Reukl holds these claims in trust for us.

If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur  significant  legal  expenses in  enforcing  our interest in the claims in
Ontario courts.

The  registration of the claims in the name of a trustee does not impact a third
party's  ability to commence  an action  against us  respecting  the Rawluk Lake
property or to seize the claims after obtaining judgment.

Description, Location and Access

The  Rawluk  Lake  property  is  located  20  kilometers  east  of the  town  of
Manitouwadge  and 280  kilometers  east  northeast of the city of Thunder Bay in
north central  Ontario.  Manitouwadge  is the closest town and is located at the
northern end of Secondary  Highway 614, 54 kilometers  north of Highway 17 which
forms part of the Trans Canada  Highway  network.  The property is accessible by
gravel road from the town of Manitouwadge.  From Manitouwadge a bush road, known
as the Camp 70 Road,  proceeds east.  Approximately  4.5  kilometers  along this
road,  the  Twist  Lake  Road  turns off to the  south.  In order to access  the
property, one must proceed along the Twist Lake road approximately 14 kilometers
to Ice Cream Lake Road. The property is approximately two kilometers east of Ice
Cream Road. No infrastructure is located on the property,  however it is crossed
by a network of logging roads that were used to harvest  marketable  timber over
the past 15 years.  These roads provide access across the entire  property.  The
property is also crossed by a power transmission line near the northern boundary
which carries power from Manitouwadge to the nearby town of Clayborne.

                                       4
<PAGE>

The seven  mineral  claims  are  located  in Cecil,  Roberta,  Nickle and Hebert
Townships in the Thunder Bay Mining Division.

Mineralization & Exploration History

The area  covered  by the Rawluk  Lake  property  has never been  systematically
explored for base or precious metal potential to date,  although  adjacent areas
have  undergone  considerable  exploration  in  recent  years for  precious  and
platinum group metal potential.  In the past, copper and zinc were produced from
four  mines  in  Manitouwadge,  20  kilometers  west  of the  property.  Gold is
currently  being produced from three mines at Hemlo,  55 kilometers to the south
southwest.

We staked the  property  on the basis of  encouraging  exploration  results  for
platinum  group metals on a property  adjacent to the east and in the  immediate
area of the Rawluk Lake property.  Government  geological and  geophysical  data
indicate  rock  types,  similar to those  rocks in the  immediate  area known to
exhibit platinum group metal mineralization  exist on the property.  The lack of
previous  exploration  within the property  boundary and the existence of rocks,
similar to those known to host  mineralization  elsewhere in the area, makes the
property a target for additional exploration work.

Geological Report: Rawluk Lake Property

We have  obtained a  geological  report on the  Rawluk  lake  property  that was
prepared  by  Mr.  Rob  Reukl,  a  geologist  from  Manitouwadge,  Ontario.  The
geological  report  summarizes  the  results of  exploration  in the area of the
Rawluk lake property and makes a recommendation for further exploration work.

In his  report,  Mr.  Reukl  concludes  that the Rawluk  lake  property  has the
potential to host base and precious metal  occurrences in the immediate area. He
notes that previous  exploration  on properties  adjacent to the east and in the
immediate area are known to exhibit platinum group metal mineralization. If such
mineralization continued over a significant area, the Rawluk lake property could
potentially host a mineral deposit.

Mr Reukl  recommends a  three-phase  program to determine  the  potential of the
property to host economic  mineralization.  Phase I will consist of  prospecting
and  linecutting  as a basis  for the  next  phase.  Phase  II will  consist  of
geochemical and geophysical surveys.  Phase III will consist of diamond drilling
to assess the targets generated in Phase II.

Line  cutting  involves  removing  bush from the  property  in order to  produce
straight  clearings.  This provides grid  boundaries for  geophysical  and other
surveys.

Geochemical surveys involve a consulting geologist gathering samples of soil and
rock  from  property  areas  with  the  most  potential  to  host   economically
significant  mineralization.  All samples  gathered will be sent to a laboratory
where they are crushed and analysed for metal content.

                                       5
<PAGE>

Geophysical  surveying  is the search for  mineral  deposits  by  measuring  the
physical  property of  near-surface  rocks,  and  looking for unusual  responses
caused by the presence of mineralization.  Electrical, magnetic,  gravitational,
seismic and radioactive properties are the ones most commonly measured.

Drilling  involves  extracting  a long  cylinder  of rock  from  the  ground  to
determine  amounts of metals at different  depths.  Pieces of the rock obtained,
known as drill core, are analysed for mineral content.

Mr. Reukl has provided us with the following proposed exploration budget for the
Rawluk Lake property:

Phase I

       Prospecting: 5 days at $150 per day:                   $750
       Linecutting:  10 kilometers at $230 per day:         $2,300
       Travel, accommodation, etc.:                         $1,200
       Contingency (7.7%):                                    $500

       Total estimated Phase I costs:                       $4,750

Phase II

       Soil analysis: 300 samples at $8 each:               $2,400
       Geological mapping and geophysical surveys:          $2,700
       Rock assaying:  30 samples at $12 per sample:        $  360
       Travel accommodation, etc.:                          $1,150
       Contingency (5.8%):                                    $400

       Total estimated Phase II costs:                      $7,010

Phase III:

       Diamond drilling:  1,500 meters at $50 each:        $58,000
       Camp costs: $150 per day for 15 days:                $2,250
       Core assaying: 320 samples at $12 each:              $3,840
       Supervision, core logging, reporting writing:        $6,800
       Geological technician:                               $2,300
       Mobilization/demobilization:                         $2,000
       Contingency (6.8%):                                  $5,400

       Total estimated Phase III costs:                    $80,590

We do not have an agreement  with Mr. Reukl to provide his  geological  services
for planned exploration work on the Rawluk lake property. However, Mr. Reukl has
indicated that he would be prepared to undertake such work if he was available.

Compliance with Government Regulation

We will be required to conduct all mineral exploration  activities in accordance
with the Mining Act of Ontario.  While we do not require  any  authorization  to
proceed with the initial two phases of the recommended  exploration  program, we
will be required to obtain work  permits  from the Ontario  Ministry of Northern
Development  and Mines for the Phase III  drilling  program  and any  subsequent
exploration  work that  results  in a  physical  disturbance  to the land if the
program  calls for the  disturbance  of more than  10,000  square  meters of the
property  surface,  or such areas that would total that amount when combined.  A
work permit is also  required for the erection of  structures  on the  property.
There is no charge to obtain a work permit under the Mining Act.

                                       6
<PAGE>

When our exploration  program proceeds to the drilling stage, we may be required
to post small bonds if the rights of a private  land owner may be  affected.  We
may also be required to file  statements  of work with the  Ministry of Northern
Development and Mines. We will also be required to undertake remediation work on
any  exploration  that results in physical  disturbance to the land. The cost of
remediation work will vary according to the degree of physical  disturbance.  We
have  budgeted  for  regulatory  compliance  costs in our  proposed  exploration
program.

The amount of these costs is not known at this time as we do not know the extent
of the  exploration  program that will be  undertaken  beyond  completion of the
recommended  exploration  program.  Because there is presently no information on
the size,  tenor,  or quality  of any  minerals  or reserve at this time,  it is
impossible to assess the impact of any capital  expenditures  on earnings or our
competitive position.

An environmental  review is not required under the Environmental  Assessment Act
to proceed with the recommended exploration program on our mineral claims.

Employees

We have no  employees  as of the date of this annual  report  other than our two
directors.

Research and Development Expenditures

We have not incurred any other  research or development  expenditures  since our
incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.


                               Risk Factors


An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
annual  report  before  investing in our common  stock.  If any of the following
risks occur, our business,  operating  results and financial  condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to complete all intended
exploration  of the Rawluk Lake  property,  and therefore we will need to obtain
additional financing in order to complete our business plan. We currently do not
have any operations and we have no income.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration  of the Rawluk Lake property.  We do not currently  have  sufficient
funds to conduct  initial  exploration  on the property  and require  additional
financing  in  order  to  determine   whether  the  property  contains  economic
mineralization.  We will also require  additional  financing if the costs of the
exploration of the Rawluk Lake property are greater than anticipated.

                                       7
<PAGE>

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors  that we will be able to find such  financing if  required.  Obtaining
additional  financing  would be subject to a number of  factors,  including  the
market  prices for copper and gold,  investor  acceptance  of our  property  and
general market conditions.  These factors may make the timing,  amount, terms or
conditions of additional financing unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity  capital.  Any sale of share  capital  will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of further  exploration  would be our sale of a partial  interest  in the Rawluk
Lake property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

Although we are preparing to commence exploration on the Rawluk Lake property in
the  fall of  2004,  we have  not yet  commenced  exploration  on the  property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful.   To  date,  we  have  been  involved  primarily  in  organizational
activities and the acquisition of our mineral  property.  We have not earned any
revenues as of the date of this annual  report.  Potential  investors  should be
aware  of the  difficulties  normally  encountered  by new  mineral  exploration
companies and the high rate of failure of such  enterprises.  The  likelihood of
success must be  considered in light of the  problems,  expenses,  difficulties,
complications  and delays  encountered in connection with the exploration of the
mineral properties that we plan to undertake.  These potential problems include,
but are not limited to,  unanticipated  problems  relating to  exploration,  and
additional costs and expenses that may exceed current estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant revenues from development of the Rawluk Lake
property and the production of minerals from the claims,  we will not be able to
earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable  operations.  If
we are  unsuccessful  in addressing  these risks,  our business will most likely
fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for  valuable  minerals  as a business  is  extremely  risky.  We can
provide  investors with no assurance  that our mineral  claims contain  economic
mineralization or reserves of copper, zinc or gold.

Exploration  for  minerals  is  a  speculative  venture  necessarily   involving
substantial  risk. Our exploration of the Rawluk Lake property may not result in
the discovery of commercial quantities of copper, zinc or gold. Problems such as
unusual or unexpected  formations  and other  conditions are involved in mineral
exploration  and often result in  unsuccessful  exploration  efforts.  In such a
case, we would be unable to complete our business plan.

                                       8
<PAGE>

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER RESERVES OF PRECIOUS METALS ON THE RAWLUK LAKE PROPERTY,  WE
MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP THE PROPERTY.

The Rawluk Lake property does not contain any known bodies of mineralization. If
our exploration  programs are successful in establishing  minerals of commercial
tonnage and grade, we will require  additional funds in order to further develop
the property.  At this time, we cannot assure  investors that we will be able to
obtain such financing.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.

The Independent  Auditor's  Report to our audited  financial  statements for the
period ended March 31, 2005,  indicates  that there are a number of factors that
raise substantial  doubt about our ability to continue as a going concern.  Such
factors  identified  in the report  are our net loss  position,  our  failure to
attain  profitable   operations  and  our  dependence  upon  obtaining  adequate
financing.  If we are not able to  continue  as a going  concern,  it is  likely
investors will lose their investments.

BECAUSE  MANAGEMENT  HAS NO TECHNICAL  EXPERIENCE  IN MINERAL  EXPLORATION,  OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any technical  training in the field of geology.  As a
result,  we may  not be  able to  recognize  and  take  advantage  of  potential
acquisition  and  exploration  opportunities  in the sector  without  the aid of
qualified  geological   consultants.   As  well,  with  no  direct  training  or
experience,  our management may not be fully aware of the specific  requirements
related to working in this industry. Their decisions and choices may not be well
thought  out and our  operations  and  ultimate  financial  success  may  suffer
irreparable harm as a result.

BECAUSE OUR DIRECTORS  HAVE OTHER  BUSINESS  INTERESTS,  THEY MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. McGill and our C.F.O., Ms. Smith intend to devote 20 and five
to ten hours per week respectively to our business affairs.

It is possible that the demands on Mr. McGill and Ms. Smith from   their   other
obligations could increase with the result that they would no  longer be able to
devote sufficient time to the   management   of   our business. In addition, Mr.
McGill and Ms. Smith may   not   possess sufficient time for our business if the
demands of managing our business increased substantially beyond current levels.

A PURCHASER  IS  PURCHASING  PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

Our shares  constitute  penny stock under the  Securities  and Exchange Act. The
shares will remain penny stock for the foreseeable future. The classification of
penny stock makes it more difficult for a broker-dealer to sell the stock into a
secondary market, which makes it more difficult for a purchaser to liquidate his
or her investment. Any broker-dealer engaged by a shareholder for the purpose of
selling his or her shares in our company will be subject to rules 15g-1  through
15g-10 of the Securities and Exchange Act. Rather than creating a need to comply
with  those  rules,  some  broker-dealers  will  refuse to attempt to sell penny
stock.

                                       9
<PAGE>

Forward-Looking Statements

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are most likely to differ  materially  from those  anticipated in
these forward-looking  statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this annual report.

ITEM 2:  DESCRIPTION OF PROPERTY

We  acquired a 100%  undivided  right,  title and  interest  in and to the seven
mineral claims, known as Rawluk Lake property, located in the Thunder Bay Mining
District in Ontario, Canada. We do not own any interest in real property.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

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

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

While our  shares of common  stock are quoted  for  trading on the OTC  Bulletin
Board under symbol "ZNNO",  no actual trades have occurred through the quotation
system's facilities.

We had 34 shareholders of record as at the date of this annual report.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.   we would not be able to pay our debts as they become due in the usual
     course of business; or

2.   our total assets would be less than the sum of our total liabilities plus
     the amount that would be needed to satisfy the rights of shareholders who
     have preferential rights superior to those receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

                                       10
<PAGE>


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

Plan of Operation

Our plan of operation  for the twelve  months  following the date of this annual
report is to  complete  the  recommended  phase  one and  phase two  exploration
programs on the Rawluk Lake property at an estimated cost of $11,760.

The Phase I exploration  program will consist of  prospecting  and  linecutting.
Phase II will consist of geochemical and geophysical surveys.

We  also   anticipate   spending   approximately   $30,000  in  connection  with
administrative expenses relating to our affairs, including all costs relating to
our filing  obligations  as a  reporting  company.  Accordingly,  we  anticipate
spending $41,760 in order to accomplish our business objectives over the next 12
months.

We will require additional funding in order to complete proposed  exploration on
the Rawluk Lake property and to cover  administrative  costs. We anticipate that
additional  funding  will be required in the form of equity  financing  from the
sale of our  common  stock.  However,  we may not be  able to  raise  sufficient
funding  from  the sale of our  common  stock  to fund  the  third  phase of the
exploration  program.  We do not have any  arrangements  in place for any future
equity  financing.  Our  management  is prepared  to provide us with  short-term
loans, although no such arrangement has been made.

If we do not secure  additional  funding for  exploration  expenditures,  we may
consider  seeking an arrangement with a joint venture partner that would provide
the  required  funding in exchange for  receiving a part  interest in the Rawluk
Lake  property.  We have not  undertaken  any efforts to locate a joint  venture
partner.  There is no guarantee  that we will be able to locate a joint  venture
partner who will assist us in funding  exploration  expenditures upon acceptable
terms. We may also pursue acquiring interests in alternate mineral properties in
the future.

Results Of Operations For Period Ending March 31, 2005

We did not earn any revenues  during the period  ending March 31, 2005.  We have
not commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the property.

We incurred operating expenses in the amount of $42,701, for the period from our
inception on January 28, 2003 to March 31, 2005.  These operating  expenses were
comprised  of  accounting  and audit fees of  $14,075,  legal  fees of  $12,500,
management fees of $7,125, resource property costs of $4,197, listing and filing
fees of $1,705, office and rent costs of $1,268 and bank charges of $282.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
believe  that there is  substantial  doubt that we will be able to continue as a
going concern.

ITEM 7:  FINANCIAL STATEMENTS


                                       11
<PAGE>





                                   ZENO, INC.

                        (A Pre-exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                             (Stated in US Dollars)


<PAGE>

                                                                  AMISANO HANSON
A PARTNERSHIP OF INCORPORATED PROFESSIONALS
                                                           CHARTERED ACCOUNTANTS



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Zeno, Inc.
(A Pre-exploration Stage Company)

We have audited the accompanying balance sheets of Zeno, Inc. (A Pre-exploration
Stage  Company)  as of March 31,  2005 and 2004 and the  related  statements  of
operations, cash flows and stockholders' equity (deficiency) for the years ended
March  31,  2005  and  2004  and the  period  from  January  28,  2003  (Date of
Incorporation)   to  March  31,  2005.   These  financial   statements  are  the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  these financial statements referred to above present fairly, in
all material respects, the financial position of Zeno, Inc. as of March 31, 2005
and 2004 and the  results  of its  operations  and its cash  flows for the years
ended  March 31,  2005 and 2004 and the period  from  January  28, 2003 (Date of
Incorporation)  to March 31, 2005,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the company will continue as a going concern. As discussed in Note
1 to the financial statements,  the company is in the pre-exploration stage, and
has no  established  source of revenue and is  dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the  company  will  be able  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Vancouver, Canada                                            "AMISANO HANSON"
July 11, 2005                                              Chartered Accountants

750 West Pender Street, Suite 604                       Telephone: 604-689-0188
Vancouver Canada                                        Facsimile: 604-689-9773


<PAGE>

                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                             March 31, 2005 and 2004
                             (Stated in US Dollars)


<TABLE>
<CAPTION>
                                                       ASSETS                             2005                2004
                                                       ------                             ----                ----
<S>                                                                                <C>                 <C>
Current
    Cash                                                                           $               -   $          23,812
                                                                                   =================   =================

                                                       LIABILITIES

Current
    Accounts payable and accrued liabilities                                       $          14,851   $           5,816
                                                                                   -----------------   -----------------

                                            STOCKHOLDERS' EQUITY (DEFICIENCY)

Capital stock - Note 4 Authorized:
            75,000,000  common shares, par value $0.001 per share
    Issued and outstanding:
             5,971,000  common shares (2004:  5,971,000)                                       5,971               5,971
Additional paid in capital                                                                    21,879              21,879
Deficit accumulated during the pre-exploration stage                                         (42,701)             (9,854)
                                                                                   -----------------   -----------------

                                                                                             (14,851)             17,996
                                                                                   -----------------   -----------------

                                                                                   $               -   $          23,812
                                                                                   =================   =================
</TABLE>
Nature and Continuance of Operations - Note 1


                             SEE ACCOMPANYING NOTES


<PAGE>

                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                   for the years ended March 31, 2005 and 2004
    and the period January 28, 2003 (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>
                                                                                                          January 28,
                                                                                                         2003 (Date of
                                                                                                        Incorporation)
                                                                            Years ended                       to
                                                                             March 31,                     March 31
                                                                      2005               2004                2005
                                                                      ----               ----                ----
<S>                                                            <C>                <C>                 <C>
Expenses
    Accounting and audit fees                                  $           9,975  $           3,000   $          14,075
    Bank charges                                                             201                 81                 282
    Legal fees                                                            11,500              1,000              12,500
    Listing and filing fees                                                1,705                  -               1,705
    Management fees - Note 5                                               7,125                  -               7,125
    Office and rent - Note 5                                               2,341                 56               2,817
    Resource property costs                                                    -              4,197               4,197
                                                               -----------------  -----------------   -----------------

Net loss for the period                                        $         (32,847) $          (8,334)  $         (42,701)
                                                               =================  =================   =================


Basic and diluted loss per share                               $           (0.01) $           (0.00)
                                                               =================  =================

Weighted average number of shares outstanding                          5,971,000          3,964,581
                                                               =================  =================
</TABLE>


                             SEE ACCOMPANYING NOTES


<PAGE>

                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                   for the years ended March 31, 2005 and 2004
    and the period January 28, 2003 (Date of Incorporation) to March 31, 2004
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>
                                                                                                          January 28,
                                                                                                         2003 (Date of
                                                                                                        Incorporation)
                                                                            Years ended                       to
                                                                             March 31,                     March 31,
                                                                     2005                2004                2005
                                                                     ----                ----                ----
  <S>                                                         <C>                 <C>                 <C>
  Cash Flows used in Operating Activities
      Net loss for the period                                 $         (32,847)  $           (8,334) $         (42,701)
      Adjustment to reconcile net loss to net cash
       used by operating activities
        Accounts payable and accrued liabilities                          9,035                4,296             14,851
                                                              -----------------   ------------------  -----------------

  Net cash used in operating activities                                 (23,812)              (4,038)           (27,850)
                                                              -----------------   ------------------  -----------------

  Cash Flows from Financing Activity
      Issuance of common shares                                               -               27,850             27,850
                                                              -----------------   ------------------  -----------------

  Net cash from financing activity                                            -               27,850             27,850
                                                              -----------------   ------------------  -----------------

  Increase (decrease) in cash during the period                         (23,812)              23,812                  -

  Cash, beginning of the period                                          23,812                    -                  -
                                                              -----------------   ------------------  -----------------

  Cash, end of the period                                     $               -   $           23,812  $
                                                              =================   ==================  =================

  Supplemental disclosure of cash flow information Cash paid for:
        Interest                                              $               -   $                -  $               -
                                                              =================   ==================  =================

        Income taxes                                          $               -   $                -  $               -
                                                              =================   ==================  =================
</TABLE>



                             SEE ACCOMPANYING NOTES


<PAGE>

                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                  (DEFICIENCY) for the period January 28, 2003
                    (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)


<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                                                            Additional       During the
                                                Common Shares                Paid-in        Exploration
                                      -----------------------------------
                                           Number          Par Value         Capital           Stage            Total
                                      ---------------  ---------------   ---------------  ---------------  ---------------
<S>                                   <C>              <C>               <C>              <C>              <C>
Net loss for the period ended
 March 31, 2003                                     -  $             -   $             -  $        (1,520) $        (1,520)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2003                             -                -                 -           (1,520)          (1,520)

Capital stock issued for cash
 - at $0.001                                5,750,000            5,750                 -                -            5,750
 - at $0.10                                   221,000              221            21,879                -           22,100
Net loss for the year ended
 March 31, 2004                                     -                -                 -           (8,334)          (8,334)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2004                     5,971,000            5,971            21,879           (9,854)          17,996

Net loss for the year ended
 March 31, 2005                                     -                -                 -          (32,847)         (32,847)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2005                     5,971,000  $         5,971   $        21,879  $       (42,701) $       (14,851)
                                      ===============  ===============   ===============  ===============  ===============
</TABLE>



                             SEE ACCOMPANYING NOTES


<PAGE>


                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2005
                             (Stated in US Dollars)


Note 1        Nature and Continuance of Operations
              ------------------------------------
              The Company was incorporated in the State of Nevada on January 28,
              2003 and is in the pre-exploration stage. The Company has obtained
              a mineral property located in the Province of Ontario,  Canada and
              has not yet  determined  whether this property  contains  reserves
              that are economically  recoverable.  The recoverability of amounts
              from  the  property  will  be  dependent  upon  the  discovery  of
              economically  recoverable reserves,  confirmation of the Company's
              interest in the underlying property, the ability of the Company to
              obtain necessary financing to satisfy the expenditure requirements
              under the property  agreement and to complete the  development  of
              the property and upon future profitable production or proceeds for
              the sale thereof.


              These  financial  statements have been prepared on a going concern
              basis.  The Company has a working  capital  deficiency of $14,851,
              has accumulated a deficit of $32,847 since  inception,  has yet to
              achieve  profitable  operations and further losses are anticipated
              in the  development  of its business,  raising  substantial  doubt
              about the Company's  ability to continue as a going  concern.  Its
              ability  to  continue  as a going  concern is  dependent  upon the
              ability of the Company to generate  profitable  operations  in the
              future  and/or  to  obtain  the  necessary  financing  to meet its
              obligations and repay its liabilities arising from normal business
              operations  when they come due.  Management  plans to  continue to
              provide for its capital needs by issuing equity securities.  These
              financial  statements  do  not  include  any  adjustments  to  the
              recoverability  and  classification  of assets,  or the amount and
              classification  of  liabilities  that may be necessary  should the
              Company be unable to continue as a going concern.


Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
              judgement. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly   prepared   within  the  framework  of  the  significant
              accounting policies summarized below:

<PAGE>

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Pre-exploration Stage Company
              -----------------------------

              The Company  complies with  Financial  Accounting  Standard  Board
              Statement  No.  7  and  The  Securities  and  Exchange  Commission
              Exchange  Act Guide 7 for its  characterization  of the Company as
              pre-exploration stage.


              Resource Property
              -----------------

              Costs of lease, acquisition,  exploration,  carrying and retaining
              unproven mineral lease properties are expensed as incurred.


              Foreign Currency Translation
              ----------------------------
              The Company's  functional currency is the United States of America
              dollar.  The Company uses the United  States of America  dollar as
              its reporting  currency for  consistency  with  registrants of the
              Securities and Exchange  Commission ("SEC") and in accordance with
              the Statement of Financial Accounting ("FAS") No. 52.

              Transactions  undertaken in currencies  other than the  functional
              currency of the Company are translated  using the exchange rate in
              effect  as of the  transaction  date.  Foreign  exchange  gains or
              losses are included in other income or expenses.

              Financial Instruments
              ---------------------

              The  carrying  value  of cash and  accounts  payable  and  accrued
              liabilities  approximates  their fair  value  because of the short
              maturity  of these  instruments.  Unless  otherwise  noted,  it is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.


              Environmental Costs
              -------------------
              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the earlier of completion of a feasibility study or
              the  Company's  commitments  to plan of  action  based on the then
              known facts.

<PAGE>

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Income Taxes
              ------------
              The Company uses the assets and liability method of accounting for
              income  taxes  pursuant  to  Statement  of  Financial   Accounting
              Standards,  No. 109  "Accounting  for Income  Taxes" ("SFAS 109").
              Under the assets and  liability  method of SFAS 109,  deferred tax
              assts  and   liabilities   are   recognized  for  the  future  tax
              consequences  attributable  to temporary  differences  between the
              financial  statements  carrying  amounts  of  existing  assets and
              liabilities  and their  respective tax bases.  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.

              Basic and Diluted Loss Per Share
              --------------------------------
              The Company  reports basic loss per share in  accordance  with the
              SFAS No.  128,  "Earnings  Per  Share".  Basic  loss per  share is
              computed using the weighted  average number of shares  outstanding
              during the period. Diluted loss per share has not been provided as
              there are no dilutive securities.

Note 3        Resource Properties
              -------------------
              Rawluk Lake Property
              --------------------
              The Company owns a 100% undivided right, title and interest in and
              to 99 claim units,  known as Rawluk Lake Property,  located in the
              Thunder Mining District in the Province of Ontario,  Canada. These
              claims were  obtained  during the year ended March 31, 2004 by the
              Company staking these claims at a cost of $4,197.

Note 4        Capital Stock
              -------------
              During the year ended March 31, 2004 the Company issued  5,971,000
              common shares for total proceeds of $27,850.

Note 5        Related Party Transaction
              -------------------------
              During the year ended March 31, 2005, the Company paid  management
              fees of  $7,125  (2004:  $Nil)  and  reimbursed  office  and  rent
              expenses of $2,068 (2004: $Nil) to a director of the Company.

<PAGE>

Note 6        Income Taxes
              ------------
              At March 31, 2005, the Company has accumulated  non-capital losses
              totalling $42,701, which are available to reduce taxable income in
              future taxation years.  These losses expire beginning in 2023. The
              potential benefit of these losses, if any, has not been recognized
              in the financial  statements because the Company cannot be assured
              it is more  likely-than-not  it  will  utilize  the net  operating
              losses carried forward in future years.

     The  significant  components  of the  Company's  deferred tax assets are as
     follows:



                                                        2005           2004
                                                        ----           ----

   Deferred Tax Assets
      Non-capital loss carryforward                    $  14,945   $    3,450
   Less:  valuation allowance for deferred tax asset     (14,945)      (3,450)
                                                      ------------ ------------

                                                       $       -   $        -
                                                      ============ ============

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss  carryforwards  that is likely
              to be realized from future  operations.  The company has chosen to
              provide an allowance of 100% against all available income tax loss
              carryforwards, regardless of their time of expiry.


<PAGE>


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

None.

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


Our executive officers and directors and their respective ages as of the date of
this annual report are as follows:

Directors:

Name of Director                 Age
-----------------------         -----
Mr. Frank McGill                  65
Ms. Linda Smith                   56


Executive Officers:

Name of Officer                  Age            Office
---------------------           -----           -------
Frank McGill                      65            President, Chief
                                                Executive Officer,
                                                secretary & director

Linda Smith                       56            Chief Financial
                                                Officer, Treasurer,
                                                Principal accounting
                                                officer & director

Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Mr. Frank McGill has acted as our President,  chief executive officer, secretary
and as a director  since our  incorporation  on January 28, 2003. Mr. McGill was
employed as a longshoreman  with the local of the  International  Longshoremen's
and  Warehousemen's  Union from 1982 until June 2002. From January 2000 to March
2002,  Mr.  McGill acted as secretary  for Blue  Lightning  Ventures  Inc.  From
October 2000 to July 2003, he acted as a director of Gemstar Resources Ltd. Both
of these  companies  are British  Columbia  and Alberta  reporting  corporations
involved in mineral property exploration.

Mr. McGill intends to devote 20 hours of   his   business   time per week to our
affairs.

Mr. McGill does not possess any professional or technical   credentials relating
to mineral exploration, mine development or mining.

Ms. Linda Smith has acted as our chief financial officer,  treasurer,  principal
accounting  officer  and as a director  since our  incorporation  on January 28,
2003. Ms. Smith has also acted as Blue Lightning  Ventures Inc.'s  president and
as a  director  from  October  1999 to July  2004.  She  also  acted in the same
capacities  for Big Bar Gold  Corporation  from August 1999 to June 2003 and for
Candorado  Operating  Company Ltd. from June 2000 to November 2001. All of these
companies are British Columbia and Alberta  reporting  corporations  involved in
mineral property exploration.  Ms. Smith was also employed part-time as a dental
assistant from 1995 to 2002.

                                       12
<PAGE>

Ms. Smith intends to devote five to ten hours of her business   time per week to
our affairs.

Ms. Smith does not possess any professional or technical  credentials   relating
to mineral exploration, mine development or mining.

ITEM 10:  EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or
paid to our  executive  officers by any person for all services  rendered in all
capacities  to us for the fiscal  period from our  incorporation  on January 28,
2003 to March 31, 2003 and for the fiscal years ended March 31, 2004 and 2005.

                         Annual Compensation

                                      Restricted Options/ LTIP Other
                                 Other  Stock     SARs  payouts Comp
Name    Title  Year Salary Bonus Comp. Awarded    (#)     ($)
-----------------------------------------------------------------------
Frank   Pres., 2005  $0     0      0      0        0       0     0
McGill  CEO &  2004  $0     0      0      0        0       0     0
        Dir.   2003  $0     0      0      0        0       0     0

Linda   CFO    2005  $0     0      7,125  0        0       0     0
Smith   & Dir. 2004  $0     0      0      0        0       0     0
               2003  $0     0      0      0        0       0     0

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal year ended November 30, 2004 all such filing requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                                       Number     Transactions   Known Failures
                                     Of  late      Not Timely     To File a
Name and principal position           Reports     Reported        Required Form
---------------------------------    -----------  -------------   --------------
Frank McGill                             0             0                1
(President, Secretary, C.E.O.
 and Director)
Linda Smith                              0             0                1
(Treasurer and Director)

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table provides the names and addresses of each person known to us
to own  more  than 5% of our  outstanding  common  stock  as of the date of this
annual report,  and by the officers and directors,  individually and as a group.
Except as otherwise indicated, all shares are owned directly.

                                       13
<PAGE>


                                                Amount of
Title of      Name and address                  beneficial     Percent
Class         of beneficial owner               ownership      of class
--------------------------------------------------------------------------------

Common         Dimitrios Gountis                4,000,000       66.99%
Stock          7400 E. Orchard Rd #290
               Greenwood Village, CO 80111

Common         Frank McGill                             0        0.00%
Stock          President, Chief
               Executive Officer, Secretary
               and Director
               1161 Prairie Ave.
               Port Coquitlam, B.C.
               Canada

Common         Linda Smith                              0        0.00%
Stock          CFO, Treasurer,
               principal accounting officer
                     and director
             220 Decourcy Dr.
               Gabriola Island, B.C.
               Canada

Common         All Officers and Directors       4,000,000       67.00%
Stock          as a Group that consists of        shares
               two people

The percent of class is based on  5,971,000  shares of common  stock  issued and
outstanding as of the date of this annual report.

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended March 31, 2005, we paid  management  fees of $7,125
and reimbursed $2,058 in office and rent expenses to a director, Linda Smith.

Otherwise, none of the following parties has, during the fiscal year ended March
31, 2005, had any material interest, direct or indirect, in any transaction with
us or in any presently  proposed  transaction that has or will materially affect
us:

  * Any of our directors or officers;
  * Any person  proposed as a nominee for  election as a director;
  * Any person who beneficially owns, directly   or indirectly, shares  carrying
    more than 10% of the voting rights attached to our   outstanding   shares of
    common stock;
  * Any of our promoters;
  * Any  relative  or spouse of any of the  foregoing  persons  who has the same
    house as such person.


ITEM 13:  EXHIBITS AND REPORTS

Exhibits


   3.1     Articles of Incorporation*
   3.2     Bylaws*
  31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  * Originally  filed as exhibits  to our  registration  statement  on Form SB-2
    filed on August 2, 2004

                                       14
<PAGE>

Reports on Form 8-K

During the period  ended March 31, 2005,  we filed a current  report on Form 8-K
providing details regarding our directors' sale of shares of our common stock.

SIGNATURES

Pursuant to the requirements of Section 13 and 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.

ZENO INC.


By          /s/ Frank McGill
            -------------------------
            Frank McGill
            President, CEO & Director
            Date: August 8, 2005

In  accordance  with the  Securities  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.

By          /s/ Frank McGill
            -------------------------
            Frank McGill
            President, CEO & Director
            Date: August 8, 2005

By          /s/ Linda Smith
            ---------------------------------
            Linda Smith
            Secretary, Treasurer and Director
            Date: August 8, 2005