FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.   20549

|[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended - June 30, 2003
|----- | ------------------------------------------------------------------------------------------------------------------------------
|OR    |                                                                                                                               
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934
For the transition period from      

Commission file number 000-50120

ZEOLITE MINING CORPORATION (Exact name of registrant as specified in its charter)



|NEVADA
(State or other jurisdiction of incorporation or organization) | N/A (I.R.S. Employer Identification No.)
|--------------------------------------------------------------------- | ----------------------------------------

2272 West Seventh Avenue
Suite 318 
Vancouver, British Columbia
Canada V6K 1Y2(Address of principal executive offices, including zip code.)

(604) 731-7040 (telephone number, including area code)

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

| | Title of each class
None | Name of each exchange on which registered
None
| | ------------------------ | ----------------------------------------------

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



| | Title of each class | Common Stock
| | ------------------- | ------------

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ x ]    No [   ]



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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 referenced in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [   ]

State issuer's revenues for its most fiscal year June 30, 2003:  $-0-.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity. As of September 16, 2003, the value was $113,800.

State the number of shares outstanding of each of the issuer's classes of common equity, as of September 16, 2003: 6,138,000

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.



















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PART I

General

We were incorporated in the State of Nevada on October 5, 2000. We  intend to explore for zeolite on our property.  We maintain our statutory registered agent's office at 5844 South Pecos Road, Suite B, Las Vegas, Nevada 89120 and our business office is located at 2272 West Seventh Avenue, Suite 318, Vancouver, British Columbia, Canada V6K 1Y2. Our telephone number is (604) 731-7040. Our offices are  offices are located in the home of Alan Brandys and are used rent free.

We began operations on September, 2002.  We may not have enough money to complete our exploration projects.  Because we are exploring raw undeveloped land, we do not know how much we will have to spend to find out if there is mineralized material on our property. It could cost as little as $10,000 and as much as $140,000 to find out. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we will be able to raise additional money in the future. In we need additional money and can't raise it, we will have to suspend or cease operations.

Background

In October 2000, Mr. Douglas Hopper, our vice president, secretary, and a member of the board of directors, staked one mineral property containing two mining claims in British Columbia, Canada. The claims are recorded in Mr. Hopper's name to avoid incurring additional fees and expenses, however, title to the claims has been conveyed to us by an unrecorded deed. An unrecorded deed is one which title to the property has been transferred to us, but the deed has not been filed with the British Columbia office of records. Title to the property is superior to all other unrecorded deeds. Should Mr. Hopper transfer title to another person and that deed is recorded before recording our deed, that person will have superior title and we will have none. If that event occurs, however, Mr. Hopper will be liable to us for monetary damages for breach of his warranty of title. We, however, are confident and comfortable in our belief that Mr. Hopper will not try to transfer the title to the property to a third person. Title is held in Mr. Hopper's name because under British Columbia provincial law, only residents of British Columbia can hold title to British Columbia mining claims. In the case of a corporation, it must be incorporated under the laws of British Columbia. Therefore, in order to transfer title to the property from Mr. Hopper to us, we will have to incorporate a wholly owned British Columbia corporation and obtain audited financial statements for the subsidiary.

We believe to do so at this time is a waste of money. We have decided that if zeolite is discovered on the property and it is economical to remove the zeolite, we will incorporate the subsidiary and transfer the title to the wholly owned subsidiary corporation. We are in possession of the unrecorded deed and the decision to record or not record the deed is solely within our province.

We must pay fees in order to maintain our claims.  We have paid those fees.  The fees are CDN$150.00 per year.

To date we have performed limited work on our property.  We have not conducted any surveying.  We have only staked the property  and observed the surface characteristics of the property. We are presently in the exploration stage and  we cannot guarantee  that a commercially viable mineral deposit, a reserve, exists in our property until exploration is done and a comprehensive evaluation concludes it is  economically feasibility to remove the mineralized material. Until we have discovered zeolite and determined it is economically feasible to remove the zeolite, we cannot not determine the remaining steps required before zeolite retrieval can commence.



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All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty.  Ungranted minerals are commonly known as Crown minerals.  Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located.  In the case of our property, that is the province of British Columbia.  In the 19th century the practice of reserving the minerals from fee simple Crown grants was established.  Legislation now ensures that minerals are reserved from Crown land dispositions.  The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants.  Most privately held mineral titles are acquired directly from the Crown.  Our property is one such acquisition. Accordingly, fee simple title to our property resides with the Crown.  Our claims are mining leases issued pursuant to the British Columbia Mineral Act.  The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.    There are no native land claims that affect our title to the property.

The claims

Our property consists of two claims, the Cash 1 and Cash 3 Claim.

The Cash 1 Claim, legal tenure number 381901, was recorded in November 2000 and expires on November 3, 2003, if not renewed.  The Cash 1 Claim can be renewed by the payment of a fee of CDN$150.00 per year or the performance of work thereon.  The claim is a 500 by 500 meter two post claim.

The Cash 3 Claim, legal tenure number 381903, was recorded in November 2000 and expires on November 3, 2004, if not renewed.  The Cash 3 Claim can be renewed by the payment of a fee of CDN$150.00 per year or the performance of work thereon.  The claim is a 500 by 500 meter, two post claim.

Location and access

As we said, our property consists of two claims  containing 124 acres.  The claims are located 2.5 miles northwest of the town of Princeton, British Columbia and covers a portion of the western slopes of Mount Miner. Princeton is located approximately 185 miles east of Vancouver, British Columbia on the Southern TransProvincial Highway No. 3.

Access to the property from Princeton is via Highway 5A northward to the Old Hedley Road then east approximately 550 yards to the Dear Valley or Summerland Road. This road is taken for approximately 5 miles northward and eastward to the western slope of Mount Miner and the east-west claim line of the property.

Property geology

The major type of rock found on the property is volcanic. Zeolites occur naturally in basic volcanic rocks as cavity filings, probably as a result of deposition by fluids and vapors.  Both of our officers and directors have been on the property on a number of occasions and observed porous  rocks on the property.  They picked up some of the rocks and had them assayed.  The results were that the rocks were volcanic in origin and contained zeolites. Other than the foregoing, no rock formations and mineralization of potential economic significance was observed by our officers and directors on the property.



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Douglas Hopper, one of our officers and directors, was  originally prospecting for gold on the property.  He did not observe any indication of gold on the property.  He took samples for assaying and found from the assay report that the sample contained zeolites.  From this report, our officers and directors decided to explore for zeolites. Other than the foregoing, no technical information was used for the selection of the property.  The decision to select the property was made solely by our officers and directors.

Condition of the property

The property is undeveloped. There are no plants or equipment located thereon. There are no mines, open pits or underground workings on the property. There is no power source on the property. We intend to use gasoline powered generators for electricity when we begin exploration.

The lease granted from the Crown is recorded in the name of  Douglas Hopper but we hold an unrecorded lease to the claims.  The claims are comprised of two unpatented mining claims containing 124 acres.  There are no mortgages, liens or other encumbrances against the property.

There are no general competitive conditions to which the properties are subject. We are the only entity that can explore the property.

The property is entirely undeveloped and in the opinion of management does not need insurance coverage.

Zeolite in general

Zeolite is any member of a family of hydrated aluminosilicate minerals that contain alkali and alkaline-earth metals. Zeolite is noted for its ability toward ion-exchange and reversible dehydration. Zeolite is used in the separation of hydrocarbons, such as in petroleum refining; drying of gases and liquids; and, pollution control by selective molecular absorption.

Our proposed exploration program

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate our properties.  We intend to retain Timothy L. Sadlier-Brown, a consulting exploration geologist and partner in the firm of Nevin Sadlier-Brown Goodbrand Ltd., consulting geologist.  We also intend to retain Larry Sookochoff, mining engineer and owner of Sookochoff Consultants Inc.

We do not claim to have any minerals or reserves whatsoever at this time on any of our properties.  The assay report referred to in the business section is limited to one small sample and should not be considered an indication of the amount of zeolite on the property.  At any phase, if we find that we do not have adequate funds to complete a phase, we will suspend our operations and attempt to raise more money so we can proceed. If we cannot raise the capital to proceed  we will cease operations until we have sufficient capital.

We intend to implement an exploration program and intend to proceed in the following three phases:

Phase 1 has begun with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We have begun this phase of the exploration process on our property.



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When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims. When available, existing workings, like trenches, prospect pits, shafts or tunnels will be examined.  Based upon a physical examination of the property, no previous exploration activity has been conducted thereon.  If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will to begin trenching the area.  We do not intend to survey the property until we determine if there is mineralized material on the property. We intend to rely upon our staking until then. The estimated fee for surveying will be approximately $2,000 - $2,500 for an area 100 yards by 50 yards.

Trenches are generally approximately 150 feet in length and 10-20 feet wide. These dimensions allow for a thorough examination of the property.  They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations,  in the event that it is not economically feasible to remove mineralized material.  Once excavation of a trench is completed, samples will taken and then analyzed for economically potential minerals that are known to have occurred in the area. Careful interpretation of this available data collected from the various tests aid in determining whether or not the claim has current economic potential and whether further exploration is warranted.  Excavation will cost approximately $2,000 - $4,000 for area of 100 yards by 50 yards.

Phase 1 will take about 3 months and cost up to $20,000.

Phase 2 involves an initial examination of the trenching identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods employed are

| | * | more extensive trenching      
| | - | ------------------------------
| | * | more advanced geophysical work
|

The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling. Trenching identifies the continuity and extent of mineralization, if any, below the surface. After a thorough analysis of the data collected in Phase 2, we will decide if the property warrants a Phase 3 study.

Phase 2 will take about 3 months and cost up to $40,000.

Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body.  This is accomplished through extensive digging extensive pits  on the property. Phase 3 will take about 6 months and cost up to $80,000.

Based upon our plan of operations, we believe it will take one year to complete our plan of exploration at a cost not exceeding $140,000.  The time allocated for each phase considers the terrain of the property, ability to access the property with equipment, and the fact that our officers and directors will only be devoting 25% of their time to our operations.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.  We do not have any plans to take our operations from Phase 3 to revenue generation and no consideration will be given to development until we find mineralized material which is profitably recoverable.



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No further disclosure has been made regarding the phases of exploration.  We believe that to do so would be to introduce speculative unsupportable predictions that we believe would be materially misleading because our property is an unexplored, undeveloped piece of land.  We don't know what we will find, if anything, and because we have not even begun exploration we cannot possibly predict what we will find.  We are an exploration company.  If we find economically recoverable mineralized material, we will have to raise additional funds to extract the same.  Then we will become a development stage company.

Status of Exploration

As of today's date we have not commenced Stage 1 of our exploration program.

Competitive factors

The zeolite mining industry is fragmented. We compete with other exploration companies looking for zeolite. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the zeolite mining market. While we compete with other exploration companies, there is no competition for the exploration or removal or mineral from our property. Readily available zeolite markets exist in Canada and around the world for the sale of zeolite.    Assuming our property is inundated with zeolites, of which there is absolutely no assurance, we will be able to sell all of the zeolite produced therefrom.

Natural zeolite is used for pet litter, animal fee supplement, soil conditioner, soil absorption,  fertilizer carrier, oil absorbent, odor control, aquaculture, horticulture applications, desiccants, gas absorbents, catalysts, and water purification. Approximately 50% of natural zeolite is used for cat litter.

We plan to sell any zeolite removed from our property to one or more wholesale producers. We intend to sell our zeolite to Allie's Wholesale, Fraser Valley Greenhouse Supply or Pacific Northwest Garden Supply  which are located in Vancouver, British Columbia or the state of Washington.

Regulations

Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules for

| | * | locating claims         
| | - | ------------------------
| | * | posting claims          
| | * | working claims          
| | * | reporting work performed

We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

Environmental law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:



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| | 1. | Health and Safety   
| | -- | --------------------
| | 2. | Archaeological Sites
| | 3. | Exploration Access  

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property. We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations.  Prior to disturbing the surface area, we will have to submit a plan to the British Columbia Inspector of Mines describing our plan for exploration. That plan is set forth therein as Phases 1, 2, and 3. After the plan is reviewed, a permit is issued for exploration. We do not anticipate the discharge of water into active streams, creeks, rivers, lakes or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law  upon termination of our operations. The cost of restoring the land to its pre-exploration condition cannot be determined until we abandon the property, if ever.  All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future. Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities.  The only "cost and effect" of compliance with environmental regulations in British Columbia is returning the surface to its previous condition upon abandonment of our property.  We cannot speculate on those costs until such time as we have conducted our exploration.

Employees

Currently, our only employees are our officers and directors. Our officers and directors are part-time employees devoting approximately 25% of their time to our operations. Their duties will be to handle our day-to-day administration. We intend to hire third party independent contractors  for geology, engineering, actual surveying, excavating and mining  property. The third party independent contractors will be under our officers and directors supervision.

Employees and employment agreements

At present, we have no employees, other than Messrs Brandys and Hopper, our officers and directors, who were compensated for their services. Messrs Brandys and Hopper do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefitsavailable to any employees.

Risk Factors

1. Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease operations.

Our auditors have issued a going concern opinion. This means that there is doubt that we can continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may have to suspend or cease operations within four months.



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2. We have a limited operating history and have losses which we expect to continue into the future. If the losses continue we will have to suspend operations or cease operations.

We were incorporated October 5, 2001 and we have recently started our proposed business operations and not realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $(338,615).  Our ability to achieve and maintain profitability and positive cash flow is dependent upon

| | * | our ability to  find zeolites on our property
| | - | ---------------------------------------------
| | * | our ability to generate revenues             
| | * | our ability to reduce exploration costs.     

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our property. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

3.We have no known ore reserves and we cannot guarantee we will find any zeolite or if we find zeolite that production will be profitable. If that happens we will have to cease operations.

We have no known ore reserves. We have not identified any zeolite on the property and we cannot guarantee we will ever find any zeolite. Even if we find that there is zeolite on our property, we cannot guarantee that we will be able to recover the zeolite. Even if we recover zeolite, we cannot guarantee that we will make a profit. If we can't find zeolite or it is not economical to recover the zeolite, we will have to cease operations.

4. Rain and snow make the road leading to our property impassable during four months of the year. This will delay our proposed exploration operations which could prevent us from generating revenues.

Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause roads leading to our property to be impassible during four months of the year. When roads are impassible, we are unable to work and as a consequence, unable generate revenues.













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5.  Because our officers and directors will only be devoting 25% of their time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.

Because our officers and directors will only be devoting 25% of their time to our operations, our operations may be sporadic and occur at times which are convenient to officers and directors.  As a result, exploration of our property may be sporadic, interruptedor suspended.

6. Because title to our property is held in the name of another person, if he transfers our property to someone other than us,  we will cease operations.

Title to our property is not held in our name. Title to our property is recorded in the name of Douglas Hopper. If Mr. Hopper transfers our property to a third person, the third person will obtain good title and we will have nothing. If that happens we will be harmed in that we will not own any property and we will have to cease operations.

7. Because our officers and directors own more than 50% of the outstanding shares. they will be able to decide who will be directors and you may not be able to elect any directors.

Messrs Brandys and Hopper own 5,000,000 shares and control us. As a result, Messrs Brandys and Hopper will be able to elect all of our directors and control our operations.

8. Because there is no public trading market for our common stock, you may not be able to resell your stock.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

9.Because our officers are also officers of Zeolite Exploration there could be a conflict of interest between Zeolite Exploration and us.

Messrs. Brandys and Hopper are also officers and directors of Zeolite Exploration Company. Zeolite Exploration and our corporation are identical with the exception of the property to be explored.

10. Our officers and directors have conflicts of interest in that they are officers and directors of other companies which will prevent them from devoting full-time to our operations which may affect our operations.

Our officers and directors have conflicts of interest in that they are officers and directors of other companies. Messrs Brandys and Hopper's other activities will prevent them from devoting full-time to our operations. This will slow our operations and may reduce our financial results because of the slow down in operations.

ITEM 2.       DESCRIPTION OF PROPERTIES.

Our property consists of two claims, the Cash 1 and Cash 3 Claim.

The Cash 1 Claim, legal tenure number 381901, was recorded in November 2000 and expires on November 3, 2003, if not renewed.  The Cash 1 Claim can be renewed by the payment of a fee of CDN$150.00 per year or the performance of work thereon.  The claim is a 500 by 500 meter two post claim.



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The Cash 3 Claim, legal tenure number 381903, was recorded in November 2000 and expires on November 3, 2004, if not renewed.  The Cash 3 Claim can be renewed by the payment of a fee of CDN$150.00 per year or the performance of work thereon.  The claim is a 500 by 500 meter, two post claim.

As we said, our property consists of two claims  containing 124 acres.  The claims are located 2.5 miles northwest of the town of Princeton, British Columbia and covers a portion of the western slopes of Mount Miner. Princeton is located approximately 185 miles east of Vancouver, British Columbia on the Southern TransProvincial Highway No. 3.

Access to the property from Princeton is via Highway 5A northward to the Old Hedley Road then east approximately 550 yards to the Dear Valley or Summerland Road. This road is taken for approximately 5 miles northward and eastward to the western slope of Mount Miner and the east-west claim line of the property.

Our administrative office is located at 2272 West Seventh Avenue, Suite 318, Vancouver, British Columbia, Canada V6K 1Y2, telephone (604) 731-7040 and our registered statutory office is located at 5844 South Pecos Road, Suite B, Las Vegas, Nevada 89120.

ITEM 3.       LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

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

There were no matters submitted to the shareholders in 2003.

PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

No market exists for securities and there is no assurance that a regular trade market will develop, or if developed, that it will be sustained.  We are attempting to have our shares listed for trading on the Bulletin Board owned by the National Association of Securities Dealers, Inc. There is no assurance however, that our common stock will ever be listed for trading anywhere.

We have no outstanding options or warrants, or other securities convertible into, common equity.  Of the 6,138,000 shares of common stock outstanding as of June 30, 2003, 5,000,000 shares were owned by our officers, directors and others, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.







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We have no outstanding options or warrants, or other securities convertible into, common equity. Of the 6,138,000 shares of common stock outstanding as of September 16, 2003, 5,000,000 shares were owned by our officers, directors and others, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

At September 16, 2003, there were 92 holders of record including shares held by brokerage clearing houses, depositories or otherwise in unregistered form.  The beneficial owners of such shares are not known to us.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent.  Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.









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Securities authorized for issuance under equity compensation plans

We do not have and equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

Our Public Offering

On April 9, 2002, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number was 333-56686, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share.

On June 15, 2002, we completed our public offering by raising $113,800, and  sold 1,138,000 shares of our common stock at an offering price of $0.10 per share.  There was no underwriter.

From the effective date of the registration statement to the ending date of the reporting period, June 30, 2002, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid. The net proceeds of the offering were $113,800.

From the effective date of the registration statement to the ending date of the reporting period, June 30, 2002, no funds were used for the construction of plant, buildings or facilities, no funds were used for purchases of real estate or acquisition of other business or temporary investments other than bank accounts.

To date we have spent $35,544 of the offering proceeds. $12,427 was for legal and professional expenses; $22,000 was for mining exploration; and $1,117 was for general and administrative expenses.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, LIQUIDITY, CAPITAL AND RESULT OF OPERATIONS.

Financial Condition, Liquidity and Capital Resources

Our company is engaged in exploration of our property. Our company's principal capital resources have been acquired through issuance of common stock and from shareholder loans.

On June 15, 2002, we completed our public offering by raising $113,800, we sold 1,138,000 shares of our common stock at an offering price of ten cents per share.

At June 30, 2003, we had positive working capital of $50,185 compared to working capital of $85,729 at June 30, 2002.  This change is the result of the funds raised from our public offering less the expense of legal and professional fees.

At June 30, 2003, our total assets of $78,027 consisted of cash. This compares with our assets at June 30, 2002 of $113,794.

At June 30, 2003, our total liabilities were $27,842 compared to $28,065 at June 30, 2002.

We have not had revenues from inception. Although there may be insufficient capital to fully explore and develop our property, we expect to survive with funding from sales of our securities and, as necessary, or from shareholder loans.

Our company has no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.



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We will not be conducting any product research or development, we do not expect to purchase or sell any significant equipment, and we do not expect any significant changes in the number of our employees

We believe we can satisfy our cash requirement until December 2003 and will have to raise additional cash thereafter.

We have inadequate cash reserves to maintain our offices and operations during the next twelve months ending June 30, 2004. At June 30, 2003, we have working capital of $50,185 and expenses of $35,544 in fiscal 2003.  The ability of our company to carry on as a going concern will therefore depend on the ability of management to secure additional capital in the near future.

Results of Operations

Our company posted net losses of $35,544 for the year ending June 30, 2003. The principal components of the loss were legal and professional fees, cost of exploration and general and administrative expenses.

Operating expenses for the year ending June 30, 2003 were $35,544, up from $22,571 for the year ending June 30, 2002, primarily as a result of costs of exploration.

Critical accounting policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. See also the notes consolidated Financial Statements.  Note that our preparation of this Annual Report on Form 10-KSB and the Quarterly Reports on Form 10-QSB requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

(1)       Functional currency and treatment of foreign currency translation.

Due to the majority of our financial operations being based in the United States, the US Dollar is both the functional and the reporting currency, although our main asset (a mineral property) is in Canada. Books and records and bank accounts are maintained in US Dollars; any assets or items of value reckoned in Canadian Dollars are translated  into US dollars at the exchange rate in effect at the year end. Income and expense items are translated at the exchange rate prevailing when the transaction occurred. The resulting translation adjustments are recorded within other comprehensive income.

2)       Research, development and exploration expenditure.

All research development and exploration expenditure incurred has been generated internally and is written off to the income statement.

3)       Capitalization of intangible fixed assets.

Intangible assets (none at present) are amortized over the useful life of the asset, as determined by management, not to exceed the legal life.



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Contractual commitments

We have no contractual commitments.

Recent accounting pronouncements

In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued. This statement provides guidance on the classification of gains and losses from the extinguishment of debt and on the accounting for certain specified lease transactions. The Company has adopted the provisions of this standard effective April 1, 2002 and, accordingly, has recorded the gain from early extinguishment of debt as discussed in Note 8 to the financial statements as ordinary income.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. Given that SFAS No. 146 was issued in June 2002 and is not yet effective, the impact on the Company's financial position or results of operations from adopting SFAS No. 146 has not been determined, although given the nature of the Company's business the impact is expected to be minuscule.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.



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FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TABLE OF CONTENTS

|INDEPENDENT AUDITOR'S REPORT                                                                                                      | F-1            
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------
|FINANCIAL STATEMENTS
Balance Sheets
Statements of Operations
Statement of Stockholders' Equity (Deficit)
Statements of Cash Flows | F-2
F-3
F-4
F-5
|NOTES TO FINANCIAL STATEMENTS                                                                                                     | F-6            

















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Board of Directors
Zeolite Mining Corporation
Vancouver, BC
CANADA

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheets of Zeolite Mining Corporation (an exploration stage company) as of June 30, 2003 and 2002, and the related statements of operations, stockholders' equity and cash flows for the years then ended, and for the period from October 5, 2000 to June 30, 2003.  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 auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zeolite Mining Corporation as of June 30, 2003 and 2002, and the results of its operations and its cash flows for the years then ended, and for the period from October 5, 2000 to June 30, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2, the Company has been in the exploration stage since its inception and has no revenues.  The Company's continued viability is dependent upon the Company's ability to meet its future financing requirements and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Spokane, Washington
September 2, 2003





F-1

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|ZEOLITE MINING CORPORATION        
|----------------------------------
|(An Exploration Stage Company)    
|BALANCE SHEETS                    
|                                  
|                                  
|                                  
|ASSETS                            
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|LIABILITIES & STOCKHOLDERS' EQUITY
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  















The accompanying notes are an integral part of these financial statements.
F-2

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|ZEOLITE MINING CORPORATION      
|--------------------------------
|(An Exploration Stage Company)  
|STATEMENTS OF OPERATIONS        
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|REVENUES                        
|                                
|EXPENSES                        
|                                
|                                
|                                
|                                
|                                
|                                
|LOSS BEFORE INCOME TAXES        
|                                
|INCOME TAXES                    
|                                
|NET LOSS                        
|                                
|NET LOSS PER COMMON SHARE, BASIC
|AND DILUTED                     
|                                
|WEIGHTED AVERAGE NUMBER OF      
|COMMON STOCK SHARES OUTSTANDING,
|BASIC AND DILUTED               













The accompanying notes are an integral part of these financial statements.
F-3

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|ZEOLITE MINING CORPORATION                                                               
|-----------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                           
|STATEMENT OF STOCKHOLDERS' EQUITY                                                        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Issuance of common stock for mining claims and officers' compensation at $0.055 per share
|                                                                                         
|Net loss for the period ended June 30, 2001                                              
|                                                                                         
|Balance, June 30, 2001                                                                   
|                                                                                         
|Common stock issued for cash at $0.10 per share                                          
|                                                                                         
|Net loss for the year ended June 30, 2002                                                
|                                                                                         
|Balance, June 30, 2002                                                                   
|                                                                                         
|Net loss for the year ended June 30, 2003                                                
|                                                                                         
|Balance, June 30, 2003                                                                   

















The accompanying notes are an integral part of these financial statements.
F-4

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|ZEOLITE MINING CORPORATION               
|-----------------------------------------
|(An Exploration Stage Company)           
|STATEMENTS OF CASH FLOWS                 
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|CASH FLOWS FROM OPERATING ACTIVITIES     
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Net cash used by operating activities    
|                                         
|CASH FLOWS FROM INVESTING ACTIVITIES     
|                                         
|CASH FLOWS FROM FINANCING ACTIVITIES     
|                                         
|Net cash provided by financing activities
|                                         
|Increase (decrease) in cash              
|                                         
|Cash, beginning of period                
|                                         
|Cash, end of period                      
|                                         
|SUPPLEMENTAL DISCLOSURES:                
|                                         
|                                         
|                                         
|NON-CASH FINANCING AND                   
|                                         
|                                         
|                                         

The accompanying notes are an integral part of these financial statements.
F-5

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ZEOLITE MINING CORPORATION
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2003

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Zeolite Mining Corporation (hereinafter "the Company") filed for incorporation on October 5, 2000 under the laws of the State of Nevada primarily for the purpose of acquiring, exploring, and developing mineral properties.  The Company's fiscal year-end is June 30.

The Company is actively seeking additional capital and management believes that the Company can develop mining claims.  However, there are inherent uncertainties in mining operations and management cannot provide assurances that it will be successful in this endeavor.  Furthermore, the Company has been in the exploration stage since its formation in October 2000 and has not yet realized any revenues from its planned operations.

The Company is primarily engaged in the acquisition, exploration and development of mining properties.  At June 30, 2003 and 2002, the Company held two mineral property claims know as the Cash 1-6 near Princeton, British Columbia, Canada.  The Company has assigned no value to these claims, as there is no evidence showing proven and probable reserves.  Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements.  The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents
For purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Compensated Absences
Currently, the Company has no paid employees; therefore, no policy regarding compensated absences has been established.  The Company will establish a policy to recognize the costs of compensated absences at the point in time that it has employees.

F-6

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Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 133"), as amended by Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133", and Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", and Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities".  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

At June 30, 2003, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Exploration Costs
In accordance with accounting principles generally accepted in the United States of America, the Company expenses exploration costs as incurred.

Fair Value of Financial Instruments

The carrying amount for accounts payable and related party payable approximate their fair value.

Going Concern
The Company's financial statements have been presented on a going concern basis that contemplates the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company incurred a net loss of $35,544 for the year ended June 30, 2003, has an accumulated deficit of $338,615 and had no revenues. These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Management has plans to seek additional capital through a public offering of its common stock.  The financial statements do not include any adjustments relating to the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.





F-7

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Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to SFAS No. 109 "Accounting for Income Taxes."  Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by Statement of Financial Accounting Standards No. 109 to allow recognition of such an asset.

At June 30, 2003, the Company had net deferred tax assets of approximately $29,000, principally arising from net operating loss carryforwards for income tax purposes.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at June 30, 2003.

At June 30, 2003, the Company has net operating loss carryforwards of approximately $85,000, which expire in years 2021 through 2023.  The Company recognized approximately $250,000 of losses from the issuance of common stock for services in 2001, which were not deductible for tax purposes, and are not included in the above calculation of deferred tax assets.

Recent Accounting Pronouncements
In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" (hereinafter "SFAS No. 150").  SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position.  Previously, many of those instruments were classified as equity.  SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.  The Company has not yet determined the impact of the adoption of this statement.

In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" (hereinafter "SFAS No. 149").  SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".  This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.  The adoption of SFAS No. 149 is not expected to have a material impact on the financial position or results of operations of the Company.









F-8

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In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," ("SFAS No. 148").  SFAS 148 amends Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (hereinafter "SFAS No. 123"), to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. In addition, it also amends the disclosure provisions of SFAS No. 123 to require prominent disclosure about the effects on reported results of an entity's accounting policy decisions with respect to stock-based employee compensation. The provisions of the statement are effective for financial statements for fiscal years ending after December 15, 2002.  The Company believes that SFAS No. 148 will not significantly affect its financial reporting.

In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees" ("FIN 45") which elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  FIN 45 does not prescribe a specific approach for subsequently measuring the guarantor's recognized liability over the term of the related guarantee.  It also incorporates, without change, the guidance in FASB Interpretation No. 34, "Disclosure of Indirect Guarantees of Indebtedness of Others," which is being superseded.  FIN 45 has had no impact on the Company's financial position or results of operations, as the Company has not entered into any of the aforementioned transactions.

In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (hereinafter "SFAS No. 146").  SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities.  SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract.  SFAS No. 146 was issued in June 2002 and is effective for activities after December 31, 2002.  There has been no impact on the Company's financial position or results of operations from adopting SFAS No. 146.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

F-9

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NOTE 3 - COMMON STOCK

On October 5, 2000, 5,000,000 shares of common stock were issued to officers and directors only.  There was no public offering of any securities.  The aforementioned shares were issued in payment of consulting services in the amount of $251,992, legal fees advanced in the amount of $20,000, expenses of $3,008, and unproven mineral property claims.  These shares were issued pursuant to exemption from registration contained in Section 4(2) of the Securities Act of 1933.

During June 2002, 1,138,000 shares of common stock were issued for $113,800 in cash.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company occupies office space provided by an officer of the Company at no charge.  The value of this space is not considered materially significant for financial reporting purposes.

In 2000, the shareholders of the Company provided services, paid expenses and advanced funds in the amount of $275,000 on behalf of the Company, and were repaid by the issuance of common stock.  See Note 3.  An officer and shareholder of the Company paid additional expenses on behalf of the Company in the amount of $26,793, which has been reflected as a short-term uncollateralized loan, bearing no interest and having no specific due date.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Mining Industry
The Company is engaged in the exploration and development of mineral properties.  At present, there are no feasibility studies establishing proven and probable reserves of the Company's mining claims.

Although the minerals exploration and mining industries are inherently speculative and subject to complex environmental regulations, the Company is unaware of any pending litigation or of any specific past or prospective matters which could impair the value of its mining claims.

Concentrations of Risk
The Company maintains its cash account in one commercial bank in Canada.  The Company's cash account is maintained in U.S. dollars, which totaled $78,027 as of June 30, 2003.  This account is not insured.

All of the Company's mining property claims are principally in one location in British Columbia, Canada.











F-10

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

None.

ITEM 8A.       CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.  Within 90 days prior to the date of this report, our management carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended June 30, 2003.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

PART III

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

The name, age and position held by each of the directors and officers of our company are as follows:

|Name and Address | Age | Positions                                                                                                    
|---------------- | --- | -------------------------------------------------------------------------------------------------------------
|                 |     |                                                                                                              
|Alan W. Brandys  | 46  | president, chief executive officer, treasurer, chief financial officer and a member of the board of directors
|                 |     |                                                                                                              
|Douglas Hopper   | 66  | vice president, secretary and a member of the board of directors                                             

All directors have a term of office expiring at the next annual general meeting of our company, unless re-elected or earlier vacated in accordance with our Bylaws.  All officers have a term of office lasting until their removal or replacement by the board of directors.



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Background of Officers and Directors

Alan W. Brandys has been our president, chief executive officer, treasurer, chief financial officer and a member of our board of directors since inception.  Since May 2001, Mr. Brandys has been president, treasurer and a director of Zeolite Exploration Company, an exploration company located in Vancouver, British Columbia. Since March 1994, Mr. Brandys has been self-employed as a financial consultant. Since October 1997, Mr. Brandys has been a director of Canica Mineral Development Inc., a British Columbia corporation located in Vancouver. Canica Mineral is engaged in the business of exploration.   From April 1994 to April 1998, Mr. Brandys was a development consultant for Miranda Incorporated, an oil and gas corporation located in Independence, Kansas. Mr. Brandys was a co-founder and from March 1993 to May 1998, a director of Autotech Protection Systems Inc. located in Edmonton, Alberta, Canada. Autotech Protection was engaged in the business of car detailing for new car dealers. From June 1988 to July 1990, Mr. Brandys was vice president of marketing of Telesis Corporation Inc., Edmonton, Alberta, Canada. Telesis Corporation was engaged in the business of manufacturing environmental safe properties. From January 1983 to April 1988, Mr. Brandys was senior stockbroker at First Commonwealth Securities Corporation, Edmonton, Alberta, Canada. From January 1981 to January 1983, Mr. Brandys was Director of Technology at Caribou Hydrocarbon Products Ltd., Vancouver, British Columbia. Caribou Hydrocarbon Products was engaged in the extraction of byproducts from wood chips. Mr. Brandys holds a Master of Business Administration degree from the University of British Columbia and a Bachelor of Science degree in biology from the University of British Columbia.  Mr. Brandys will devote 25% of his time to our operation.

Douglas H. Hopper has been our vice president, secretary and a member of our board of directors since inception.  Since May 2001, Mr. Hopper has been secretary and a director of Zeolite Exploration Company, an exploration company located in Vancouver, British Columbia.  Since January 1991, Mr. Hopper has been prospecting for zeolite, platinoids, copper and gold.  Mr. Hopper will devote 25% of his time to our operation. Mr. Hopper was previously employed by Kennecot Mining in Houston, British Columbia from February 1969 to June 1971 and Falconbidge Mining, Sudbury, Ontario from March 1963 to April 1964.  While at Kennecot, Mr. Hopper was employed as a mining technologist.  His duties included logging core, soil sampling, surveying, and supervision of diamond drilling.  While at Falconbridge, Mr. Hopper was employed as a mining technologist.  His duties included logging and drilling core, taking metallurgical samples, and ore body calculation. Mr. Hopper holds a degree in Mining Technology from Haileybury Mining School, Haileybury, Ontario, Canada  (1966). Mr. Hopper's technical expertise is derived from his on-the-job experience.  He has no formal training in the area of  mineral exploration.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors:  have not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any



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violation of federal or state securities laws or federal commodity laws;  were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;  were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance with Section 16 (a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, all officers, directors and owners of 10% or more of our outstanding shares have filed all Forms 3, 4 an 5 required by Section 16(a) of the Securities Exchange Act of 1934.

Audit Committee and Charter

We have an audit committee and audit committee charter.  Our audit committee is comprised of all of our officers and directors.  None of directors are deemed independent.  All directors also hold positions as our officers.  A copy of our audit committee charter is filed as an exhibit to this report.  Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report.

Audit Committee Financial Expert

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics.  A copy of the code of ethics is filed as an exhibit to this report.  We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter.  Our disclosure committee is comprise of all of our officers and directors.  The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfulling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of our disclosure committee charter is filed with this report.



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ITEM 10.  EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by us to the chief executive officer and the other highest paid executive officers during the three most recent fiscal years.

Summary Compensation Table

| |  |  | Long Term Compensation | 
| |  |  | ---------------------- | 

| |  | Annual Compensation | Awards | Payouts | 
| |  | ------------------- | ------ | ------- | 

|(a)                                                 | (b)            | (c)        | (d)       | (e)                           | (f)                           | (g)                                    | (h)              | (i)                       
|--------------------------------------------------- | -------------- | ---------- | --------- | ----------------------------- | ----------------------------- | -------------------------------------- | ---------------- | --------------------------
|Name and Principal Position [1]                     | Year           | Salary ($) | Bonus ($) | Other Annual Compensation ($) | Restricted Stock Award(s) ($) | Securities Underlying Options/SARs (#) | LTIP Payouts ($) | All Other Compensation ($)
|Alan W. Brandys
president, treasurer & director     | 2003
2002
2001 | 0
0
0      | 0
0
0     | 0
0
0                         | 0
0
0                         | 0
0
0                                  | 0
0
0            | 0
0
0                     
|Douglas Hopper
vice president, secretary & director | 2003
2002
2001 | 0
0
0      | 0
0
0     | 0
0
0                         | 0
0
0                         | 0
0
0                                  | 0
0
0            | 0
0
0                     

[1]     All compensation received by the officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2003.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Compensation of Directors.

The directors did not receive any other compensation for serving as members of the board of directors. The Board has not implemented a plan to award options. There are no contractual arrangements with any member of the board of directors.

We do not expect to pay any salaries to any of our officers until such time as we generate sufficient revenues to do so. We do not anticipate paying any salaries to our officers until fiscal 2004. We do not intend to pay any additional compensation to our directors.  As of the date hereof, we have not entered into employment contracts with any of our officers and we do not intend to enter into any employment contracts until such time as it profitable to do so.



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Indemnification

Pursuant to the articles of incorporation and bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933 which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore unenforceable.

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

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of September 16, 2003, the beneficial shareholdings of persons or entities holding five percent or more of our common stock, each director individually, each named executive officer and all of our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.

|Name of Beneficial Owner                         | Amount and
Nature of
Beneficial Owner | Position                                                                                                      | Percent
of Class
|------------------------------------------------ | ------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ----------------
|Alan W. Brandys                                  | 2,500,000                             | president, chief executive officer, treasurer, chief financial officer and a member of the board of directors | 40.73%          
|Douglas Hopper                                   | 2,500,000                             | vice president, secretary and a member of the board of directors                                              | 40.73%          
|All officer and Directors as a Group
(2 Persons) | 5,000,000                             |                                                                                                               | 81.46%          

[1]     The persons named above are our parents and promoters within the meaning of such terms under the Securities Act of 1933 by virtue of their direct and indirect stock holdings.



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Changes in Control

To the knowledge of management, there are no present arrangements or pledges of our securities which may result in a change in our control of the company.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In October 2000, we issued a total of 5,000,000 shares of restricted common stock to Alan W. Brandys and Douglas H. Hopper, officers and directors of our company. This was accounted for as a compensation expense of $251,992 and advances and reimbursement expenses of $23,008.

Since our inception, Messrs. Brandys and Hopper, advanced loans to us and paid expenses on our behalf in the total sum of $31,008, which were used for organizational and start-up costs and operating capital. The advances in the amount of $23,008 were repaid as a portion of the stock issuance, with the balance of $8,000 still owing at June 30, 2003. The loans do not bear interest and have not been paid as of the date hereof. There are no documents reflecting the loans and they are not due on a specific date.

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

Reports on Form 8-K

No Form 8-Ks have been filed since inception.

Exhibits

The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-56686 on March 7, 2001. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

|Exhibit No. | Document Description               
|----------- | -----------------------------------
|            |                                    
|3.1         | Articles of Incorporation.         
|3.2         | Bylaws.                            
|4.1         | Specimen Stock Certificate.        
|10.1        | Cash 1 Claim.                      
|10.2        | Cash 3 Claim.                      
|10.3        | Conveyance by Hopper to the Company
|99.1        | Subscription Agreement.            





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The following exhibits are filed with this report:

|Exhibit No. | Document Description                                                                                                                                                                           
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                
|14.1        | Code of Ethics                                                                                                                                                                                 
|            |                                                                                                                                                                                                
|31.1        | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|            |                                                                                                                                                                                                
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                  
|            |                                                                                                                                                                                                
|99.1        | Audit Committee Charter                                                                                                                                                                        
|            |                                                                                                                                                                                                
|99.2        | Disclosure Committee Charter                                                                                                                                                                   

ITEM 14.       PRINCIPAL ACCOUNTING FEES AND SERVICES

Williams and Webster, P.S., Certified Public Accountants, are the Company's independent auditors to examine the financial statements of the Company for the fiscal year ending June 30, 2003.  Williams & Webster, P.S. has performed the following services and has been paid the following fees for these fiscal years.

Audit Fees

Williams & Webster, P.S. was paid aggregate fees of approximately $6,020 for the fiscal year ended June 30, 2002 and approximately $5,033 for the fiscal year ended June 30, 2003 for professional services rendered for the audit of the Company's annual financial statements and for the reviews of the financial statements included in the Company's quarterly reports on Form 10-QSB during these fiscal years.

Audit-Related Fees

Williams & Webster P.S. was not paid additional fees for the fiscal year ended June 30, 2002 and June 30, 2003 for assurance and related services reasonably related to the performance of the audit or review of the Company's financial statements.

Tax Fees

Williams & Webster, P.S. was not paid any aggregate fees for the fiscal year ended June 30, 2002 and for the fiscal year ended June 30, 2003 for professional services rendered for tax compliance, tax advice and tax planning.  This service was not provided.

All Other Fees

Williams & Webster, P.S. was paid no other fees for professional services during the fiscal years ended June 30, 2002 and June 30, 2003.







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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 19th day of September, 2003.

| | ZEOLITE MINING CORPORATION(Registrant)
| | --------------------------------------

| | BY: | /s/ Alan Brandys
Alan W.  Brandys
President, Principal Executive Officer, Treasurer, Principal Financial Officer and a member of the Board of Directors
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signatures                           | Title                                                                                                                 | Date              
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------- | ------------------
|/s/ Alan Brandys 
Alan W.  Brandys   | President, Principal Executive Officer, Treasurer, Principal Financial Officer and a member of the Board of Directors | September 19, 2003
|                                     |                                                                                                                       |                   
|/s/ Douglas Hopper
Douglas H. Hopper | Vice President, Secretary and a member of
the Board of Directors                                                      | September 19, 2003













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