<PAGE>


================================================================================

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB-A

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

                            FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 2002

                             COMMISSION FILE NUMBER
                                     0-26373

                              ZEPPELIN ENERGY INC.
           (Exact name of the registrant as specified in its charter)

          DELAWARE                                        98-0196717
(State or other jurisdiction of                        (I.R.S. Employer
 Incorporation or organization)                       Identification No.)

                             7061 DUNRAVEN LANE S.W.
                             PORT ORCHARD, WA 98367
                    (Address of principal executive offices)

                                 (253) 709-2494
                         (Registrant's telephone number)


    SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

        SECURITIES REGISTERED PURSUANT SECTION 12(g) OF THE EXCHANGE ACT:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                              Yes [X]       No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

     Issuer's revenues for the fiscal year ended December 31, 2002: $0.

     As of April 2, 2003, 8,500,000 shares of Common Stock of the issuer were
outstanding and the aggregate market value of the voting common stock held by
non-affiliates was approximately $431,085.

     Documents incorporated by reference: NONE

     Transitional Small Business Disclosure Format: Yes [ ]   No [X]



<PAGE>


                                TABLE OF CONTENTS

PART I......................................................................

   Item 1.     DESCRIPTION OF BUSINESS......................................
   Item 2.     DESCRIPTION OF PROPERTY......................................
   Item 3.     LEGAL PROCEEDINGS............................................
   Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........

PART II.....................................................................

   Item 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....
   Item 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION....
   Item 7.     FINANCIAL STATEMENTS.........................................
   Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE..........................

PART III....................................................................

   Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
               PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT...
   Item 10.    EXECUTIVE COMPENSATION.......................................
   Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT...............................................
   Item 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............
   Item 13.    EXHIBITS, LISTS AND REPORTS ON FORM 8-K......................
   Item 14.    CONTROLS AND PROCEDURES......................................





<PAGE>



FORWARD-LOOKING STATEMENTS

     Some of the statements contained in this Form 10-KSB discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements include
statements regarding the intent, belief or current expectations of the Company
and its management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements. These risks and uncertainties
include but are not limited to, those risks and uncertainties set forth in this
Report. In light of the significant risks and uncertainties inherent in the
forward-looking statements included in this Report, the inclusion of such
statements should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.

                                     PART I.

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

Zeppelin Energy Inc. (the "Company" or "Zeppelin"), a development stage company,
was incorporated in October of 1998 in the State of Delaware, and currently has
its principal offices at 7061 Dunraven Lane S.W., Port Orchard, WA 98367. The
telephone number is (253) 709-2494. Formerly Zeppelin Software, Inc., the
Company name was changed on December 13, 2002. Through December 31, 2002, the
Company has generated no revenues from operations.

BUSINESS OF THE ISSUER

The Company is attempting to acquire mineral interest in the properties of, and
working interest in the production owned by, established oil & gas
("hydrocarbon(s)") production companies, whether public or private, in the
United States, Canada, and various foreign oil producing areas, including South
America.

The Company does not intend to operate any of the hydrocarbon production
acquired. Thus, the Company will ensure that the production in which it invests
is operated to internationally accepted standards.

The Company believes such opportunities exist in the United States, Canada, and
South America. The Company believes these opportunities also have considerable
future potential for the development of additional oil reserves. Such new
reserves might come from the development of existing, but as yet undeveloped
reserves as well as from future success in exploration.

The Company is aware that there are competitors who are larger and better funded
than Zeppelin that are also seeking such investment opportunities. Thus, there
is no assurance that even if the Company is able to obtain funding for such
investments that it will be able to compete successfully for the acquisition of
such producing oil & gas assets.

<PAGE>



(A) MARKETING

When and if a mineral or working interest is acquired in a United States,
Canadian, or South American hydrocarbon producing company, the Company's share
of such hydrocarbons will be marketed to third parties consistent with industry
practices and subject to the particular country's legislation.

The Company's objective would be to receive the highest possible price for its
product. Forward pricing could be utilized to take advantage of anomalies in the
futures market and to hedge a portion of the Company's production deliverability
at prices exceeding forecast.

Despite the measures that could be taken by the Company to attempt to control
price risk, the Company would remain subject to price fluctuations resulting
from changes in world supply and demand. The Company would evaluate the
potential for reducing these risks by entering into hedge transactions.

(B) COMPETITION

The Company will encounter competition from other oil and natural gas companies
in its efforts to acquire equity in producing properties in the United States,
Canada, and South America. The Company's competitors include, amongst others,
major integrated oil and natural gas companies and numerous independent oil and
natural gas companies. Many of its competitors are large, well-established
companies with substantially large operating staffs and greater capital
resources than those of the Company and which have been engaged in the oil and
natural gas business for a much longer time than the Company. Such companies may
be able to pay more for equity in productive oil and natural gas properties and
may be able to identify, evaluate, bid for, and purchase a greater number of
properties and prospects than the Company's financial or human resources permit.

The Company's ability to acquire properties will be dependent upon its ability
to evaluate and select suitable properties and to consummate transactions in
this highly competitive environment. The Company believes that the experience of
its management generally enables it to compete effectively. Many of the
Company's competitors, however, have financial resources that are substantially
greater than those of the Company, which may adversely affect the Company's
ability to compete with these companies.

(C) REGULATION

The availability of a ready market for future oil and gas production from
possible U.S., Canadian, and South American assets will depend upon numerous
factors beyond the Company's control. These factors may include, amongst others,
regulation of oil and natural gas production, regulations governing
environmental quality and pollution control, and the effects of regulation on
the amount of oil and natural gas available for sale, the availability of
adequate pipeline and other transportation and processing facilities and the
marketing of competitive fuels. These regulations generally are intended to
prevent waste of oil and natural gas and control contamination of the
environment.

The Company could also be subject in the future to changing and extensive tax
laws, the effects of which cannot be predicted.

It is expected that future sales of crude oil and other hydrocarbon liquids by
the Company from its possible U.S., Canadian, and South American-based
production will not be regulated and be made at

<PAGE>


market prices. However, the price the Company receives from the sale of these
products may be affected by the cost of transporting the products to market, via
pipeline and marine transport.

ENVIRONMENTAL REGULATIONS. The U. S., Canadian, and South American assets that
the Company might acquire could be subject to numerous laws and regulations
governing the discharge of materials into the environment or otherwise relating
to environmental protection. These laws and regulations may require the
acquisition of a permit before drilling commences, restrict the types,
quantities and concentration of various substances that can be released into the
environment in connection with drilling and production activities, limit or
prohibit drilling activities on certain lands within wilderness, wetlands and
other protected areas, require remedial measures to mitigate pollution from
former operations, such as pit closure and plugging abandoned wells, and impose
substantial liabilities for pollution resulting from production and drilling
operations. Public interest in the protection of the environment has increased
dramatically in recent years. The worldwide trend of more expansive and stricter
environmental legislation and regulations applied to the oil and natural gas
industry could continue, resulting in increased costs of doing business and
consequently affecting profitability. To the extent laws are enacted or other
governmental action is taken that restricts drilling or imposes more stringent
and costly waste handling, disposal and cleanup requirements, the business and
prospects of the Company could be adversely affected.

(D) OPERATING HAZARDS AND INSURANCE

The oil and natural gas business involves a variety of operating hazards and
risks such as well blowouts, craterings, pipe failures, casing collapse,
explosions, uncontrollable flows of oil, natural gas or well fluids, fires,
formations with abnormal pressures, pipeline ruptures or spills, pollution,
releases of toxic gas and other environmental hazards and risks. These hazards
and risks could result in substantial losses to the Company from, among other
things, injury or loss of life, severe damage to or destruction of property,
natural resources and equipment, pollution or other environmental damage,
clean-up responsibilities, regulatory investigation and penalties and suspension
of operations.

In accordance with customary industry practices, the Company would maintain
insurance against some, but not all, of such risks and losses. There can be no
assurance that any insurance obtained by the Company would be adequate to cover
any losses or liabilities. The Company cannot predict the continued availability
of insurance or the availability of insurance at premium levels that justify its
purchase. The occurrence of a significant event not fully insured or indemnified
against could materially and adversely affect the Company's financial condition
and operations.

Pollution and environmental risks generally are not fully insurable. The
occurrence of an event not fully covered by insurance could have a material
adverse effect on the future financial condition of the Company. The Company
would participate in all of its activities on a non-operated basis, which may
limit the Company's ability to control the risks associated with oil and natural
gas operations.

(E) ACQUISITION RISKS

The Company's potential future assets in the United States, Canada, and South
America will be subject to customary royalty interests, liens incident to
operating agreements, liens for current taxes and other burdens that the Company
will need to ensure do not materially interfere with the use of or affect the
value of such properties.

<PAGE>


The acquisition of mineral or working interest in producing properties in the
United States, Canada, and South America will require an assessment of
recoverable reserves, future oil and natural gas prices, operating costs,
potential environmental and other liabilities and other factors. Such
assessments are necessarily inexact and their accuracy inherently uncertain. In
connection with such an assessment, the Company will need to perform a review of
the subject properties that it believes to be generally consistent with industry
practices, which generally includes on-site inspections and the review of
reports filed with various regulatory entities. Such a review, however, will not
reveal all existing or potential problems nor will it permit a buyer to become
sufficiently familiar with the properties to fully assess their deficiencies and
capabilities. Inspections may not always be performed on every well, and
structural and environmental problems are not necessarily observable even when
an inspection is undertaken. There can be no assurances that any acquisition of
interests by the Company will be successful and, if unsuccessful, that such
failure will not have an adverse effect on the Company's future financial
condition.

RESEARCH AND DEVELOPMENT

When and if funding becomes available, the Company plans to use a major portion
of these funds to acquire high-quality oil and gas properties, primarily "proven
producing and proven undeveloped reserves." The Company will also explore
low-risk development drilling and work-over opportunities with experienced,
well-established operators. No Company funds have been spent on research and
development and/or due diligence to acquire properties since the Company changed
its focus to the oil and gas business in the fourth quarter of 2002.


EMPLOYEES

The Company has 2 part-time employees, the President and the Secretary, neither
of whom have accrued salary nor expect to accrue salary until such time as the
Company is funded. The Company's President, in consultation with the Company's
Directors, is seeking to obtain funding for the Company and for the Company's
stated goal of purchasing oil production.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company's maintains its principal offices at 7061 Dunraven Lane S.W., Port
Orchard, WA 98367. The principal office is the residence of the
Secretary/Treasurer of the Company. There is no lease agreement and the Company
pays no rent currently. When and if funding is obtained, the Company initially
plans to lease office space suitable to maintain general secretarial and
accounting procedures.

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings to which the Company is a part.

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

On November 7, 2002, the Company filed Form 14C with the Commission to issue an
Information Statement to its shareholders announcing its intent to change the
name of the Company to ZEPPELIN ENERGY INC. Information Statement was mailed to
shareholders on November 18,

<PAGE>


2002, and final approval of the name change occurred pursuant to the timeline
established by the Commission. The Certificate of Amendment to the Corporate
By-Laws was filed with the Delaware Secretary of State on December 13, 2002 and
the name change to Zeppelin Energy Inc. became official on that date.


                                    PART II.


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

On May 6, 2002, approval was granted by the NASD for the Company to publicly
trade its Common Stock, par value $0.001 per share, on the OTC:BB (Over the
Counter Bulletin Board). The Company began trading on May 7, 2002, using the
ticker symbol ZEPP.OB. As of December 31, 2002, there were approximately 150
holders of record of the Common Stock.

DIVIDEND POLICY

The Company has not paid any cash dividends on the Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future. The Company intends to retain any earnings which it may
realize in the foreseeable future to finance its operations.

STOCK PRICE

The following table gives the Zeppelin Energy Inc. high and low sales prices for
each quarter in the last two fiscal years:

<TABLE>
<CAPTION>

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

                QUARTER                                2002                               2001
---------------------------------------- ---------------------------------- ---------------------------------
<S>                                               <C>                                    <C>
First                                                  N/T *                             N/T *
---------------------------------------- ---------------------------------- ---------------------------------
Second                                            $ .90 - $ 1.60                         N/T *
---------------------------------------- ---------------------------------- ---------------------------------
Third                                             $ 1.10 - $ 2.00                        N/T *
---------------------------------------- ---------------------------------- ---------------------------------
Fourth                                            $ 1.15 - $ 2.00                        N/T *
---------------------------------------- ---------------------------------- ---------------------------------
</TABLE>

*Not Trading


ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS


PLAN OF OPERATION

On October 9, 2002 there was a sale and transfer of shares by the previous
controlling shareholders of the Company to new investors who are attempting to
alter the direction of Zeppelin in a new direction for the benefit of all
shareholders. The transfer was initiated as a result of an exhaustive review by
the Company's Board of Directors and subsequent decision to focus its resources
and management efforts on pursuing opportunities in the oil and gas industry.
The Company granted options to the previous

<PAGE>

controlling shareholders as incentive to sell their shares to the new investors
who will help with this new focus. The new controlling shareholders will be
instrumental in helping to seek funding for the Company as well as provide
direction for the acquisition of new oil and gas prospects. In keeping with this
strategy, the Board of Directors authorized a change in the Company's name to
Zeppelin Energy Inc. and the new controlling shareholders executed a Consent to
amend the Articles of Incorporation to authorize the change of name. On December
13, 2002, the Company filed final documents with the Delaware Secretary of State
to finalize the Company name.

In an attempt to execute on this new focus, Zeppelin has assembled a team of oil
and gas professionals with financial, operating, and management experience.
Three new Directors, each with oil and gas, finance, and merchant banking
backgrounds, have been appointed.

The Company intends to attempt to acquire high quality oil and gas properties,
primarily "proved producing and proved undeveloped reserves" in the United
States, Canada, and other foreign oil producing countries, especially South
America. Zeppelin sees significant opportunities in acquiring properties with
proven producing reserves and undeveloped acreage in fields that have a long
history of production. Domestically, the Company will also explore low-risk
development drilling and work-over opportunities with experienced, strong
operators. The Company will attempt to finance oil and gas operations through a
combination of privately placed debt and/or equity. There can be no assurance
that the Company will be successful in finding financing, or even if financing
is found, that the Company will be successful in acquiring oil and/or gas assets
that result in profitable operations.

Zeppelin is continuing its efforts to identify and assess investment
opportunities in oil and natural gas properties, utilizing free labor of its
directors and shareholders until such time as funding is sourced from the
capital markets. It is anticipated that funding for the next twelve months will
be required to maintain the Company. Attempts are ongoing to raise funds through
private placements and said attempts will continue throughout 2003. The Company
will also use various debt instruments as well as public offerings to raise
needed capital during 2003. Company funds for the payment of professional
services to present have been provided by directors and shareholders and will
continue to be provided on a limited basis until other resources can be found.
It is expected that as funds become available, Zeppelin will add additional
staff on an "as required" basis.

As oil and gas properties become available and appear attractive to the
Company's management, funds, when they become available, will be spent on due
diligence and research to determine if said prospects could be purchased to
provide income for the Company. Established oil companies continue to strive to
reduce costs and debt. This causes significant market opportunities for Zeppelin
to possibly position itself with sellers who wish to divest themselves of
production or proven undeveloped properties in order to provide liquidity.
Zeppelin's management believes that current market conditions are creating
situations that could result in the opportunity for such production
acquisitions. Therefore, management believes this is the ideal time to be active
in the market to acquire undervalued reserves and production.

The Company may also finance acquisition of "proven producing reserves" with
predictable production levels and cash flow by offering the secure investors
with the mineral interests acquired. The Company may also hedge price risk by
selling forward a portion of future production acquired under fixed-price
contracts to minimize risk associated with commodity prices. In some cases the
future value of such

<PAGE>

fixed-price contracts may be greater than the initial investments, thereby
hedging the inherent acquisition risk, without limiting the upside available to
shareholders and investors. There can be no assurance, however, that any of
these methods of financing will be successful in helping fund the Company.

Zeppelin hopes to build long-term relationships with strategic partners and
institutional investors, capture a significant position in the oil and gas
industry, and subsequently offer meaningful returns to its shareholders. Company
management believes there is currently an opportunity within the oil and gas
industry to acquire medium to large-sized properties at attractive price levels,
and therefore, it is the goal of the Company to build a successful oil and gas
company over the next 3 to 5 years.

Some of the statements contained in the above Item 6 discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements include
statements regarding the intent, belief or current expectations of the Company
and its management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements. These risks and uncertainties
include but are not limited to, those risks and uncertainties set forth in Item
6. In light of the significant risks and uncertainties inherent in the
forward-looking statements included in this Report, the inclusion of such
statements should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.


LIQUIDITY AND CAPITAL RESOURCES

                                                    2002           2001
                                                    ----           ----

             TOTAL CURRENT ASSETS                $     237           540
             TOTAL CURRENT LIABILITIES             332,926       269,278

             WORKING CAPITAL DEFICIENCY           (332,689)     (268,738)

The working capital deficiency increased by $63,951 from December 31, 2001 to
December 31, 2002. Cash decreased by $303 over the same period. The increase in
working capital deficiency and decrease in cash was substantially due to general
and administrative expenses incurred by the Company. The Company will continue
to utilize the free labor of its directors and shareholders until such time as
funding is sourced from the capital markets. It is anticipated that funding for
the next twelve months will be required to maintain the Company. Attempts are
ongoing to raise funds through private placements and said attempts will
continue throughout 2003. The Company will also use various debt instruments as
well as public offerings to raise needed capital during 2003. Company funds for
the payment of professional services to present have been provided by directors
and shareholders and will continue to be provided on a limited basis until other
resources can be found.

GENERAL AND ADMINISTRATIVE EXPENSES

The Company's general and administrative expenses increased from $36,509 to
$65,167, an increase of $28,658 or 78% over 2001. General and administrative
expenses represent office expenses, consulting and professional fees. The
increase in general and administrative expenses is primarily due to an

<PAGE>

increase in professional fees associated with the sale of shares of the
Company's outstanding common stock by the selling shareholders and the change in
the Company's name to Zeppelin Energy Inc.

NET LOSS

The Company's net loss increased from $36,509 in 2001 to $65,167 in 2002 due to
the increase in general and administrative expenses incurred during the year. At
December 31, 2002, the Company had a stockholders' deficit of $311,522.

The Company is in its development stage and has expended a substantial amount of
funds to date. The Company needs substantial additional capital to complete its
development and to reach an operating stage. The sales and cost of sales of the
Company for fiscal years 2001 and 2002 were $0.

INFLATION

Although the Company believes that inflation has not had a material adverse
effect on the results of the operations to date, any increase in costs to the
Company could affect the net income or loss of the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

FAS No. 141, "Business Combinations" and FAS No. 142, "Goodwill and Other
Intangible Assets," were issued in July 2001. FAS 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting. FAS 141 also specifies the criteria which must be
met in order for certain acquired intangible assets to be recorded separately
from goodwill. FAS 142 became effective for the Company beginning with the
Company's first quarter of 2002. Under FAS 142, goodwill is no longer amortized
but rather will be tested for impairment annually, or more frequently if events
or changes in circumstances indicate that the asset might be impaired. This new
approach requires the use of valuation techniques and methodologies
significantly different than the previous undiscounted cash flow policy utilized
by the Company. The Company does not expect the adoption of FAS 141 or FAS 142
to have a material impact on it financial statements.

FAS No. 143, "Accounting for Asset Retirement Obligations" was issued in June of
2001. FAS 143, which became effective for the Company beginning in 2003,
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and associated asset retirement costs.
The Company does not expect the adoption of FAS 143 to have a material impact on
its Financial Statements.

FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
was issued in August 2001. FAS 144, which became effective for the Company
beginning with its first quarter of 2002, establishes a single accounting model
for long-lived assets to be disposed of by sale, and also broadens the
presentation of discontinued operations to include more disposal transactions.
The adoption of FAS 144 did not have a material impact on the Company's
Financial Statements.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and "Technical Corrections,"
which rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt" and an amendment of that Statement, and SFAS No. 64, "Extinguishment of
Debt Made to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS
No. 44, " Accounting for Intangible Assets for Motor Carriers." SFAS No. 145


<PAGE>

amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. SFAS No. 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. SFAS No.145
is effective for fiscal years beginning after May 15, 2002. The Company does not
expect the adoption of SFAS No. 145 will have a material impact on its results
of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses significant issues regarding
the recognition, measurement, and reporting of costs associated with exit and
disposal activities, including restructuring activities. SFAS No. 146 requires
that costs associated with exit or disposal activities be recognized when they
are incurred rather than at the date of a commitment to an exit or disposal
plan. SFAS No. 146 is effective for all exit or disposal activities initiated
after December 31, 2002. The Company does not expect the adoption of SFAS No.
146 to have a material impact on our results of operations or financial
position.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
our plans, objectives, expectations and intentions. Although we believe the
statements and projections are based upon reasonable assumptions, actual results
may differ from those that we have projected.


ITEM 7. FINANCIAL STATEMENT


REPORT OF INDEPENDENT ACCOUNTANTS

FINANCIAL STATEMENTS

         Balance Sheet at December 31, 2002.

         Statements of Operations for the years ended December 31, 2002 and 2001
         and cumulative for the period from October 2, 1998 (inception) to
         December 31, 2002.

         Statements of Stockholders' Deficit for the years ended December 31,
         2002 and 2001 and cumulative for the period from October 2, 1998
         (inception) to December 31, 2002.

         Statements of Cash Flows for the years ended December 31, 2002 and 2001
         and cumulative for the period from October 2, 1998 (inception) to
         December 31, 2002.


<PAGE>


                              ZEPPELIN ENERGY INC.
                         (A Development Stage Company)


                              FINANCIAL STATEMENTS


                           December 31, 2002 and 2001



                                Table of Contents
                                -----------------

Independent Auditors' Report ...............................................   1


Financial Statements:

     Balance Sheet .........................................................   2

     Statements of Operations ..............................................   3

     Statements of Stockholders' Deficit ...................................   4

     Statements of Cash Flows ..............................................   5


Notes to Financial Statements ..............................................   6




<PAGE>


             [TEDDER, JAMES, WORDEN & ASSOCIATES, P.A. LETTERHEAD]

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

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

To The Board of Directors
   Zeppelin Energy Inc.:


We have audited the accompanying balance sheet of Zeppelin Energy Inc., a
development stage company, (the "Company") as of December 31, 2002, and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended December 31, 2002 and 2001, and for the cumulative development stage
from October 2, 1998 (inception) to December 31, 2002. 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zeppelin Energy Inc. as of
December 31, 2002, and the results of its operations and its cash flows for the
years ended December 31, 2002 and 2001, and for the cumulative development stage
from October 2, 1998 (inception) to December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Zeppelin
Energy Inc. will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's cumulative losses during the development
period, net capital deficiency, and the need to obtain substantial additional
funding to complete its development raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ TEDDER, JAMES, WORDEN & ASSOCIATES, P.A.


Orlando, Florida
March 14, 2003


<PAGE>

                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                December 31, 2002



Current assets:
      Cash                                                            $     237
                                                                      ---------
           Total current assets                                             237
 Equipment, net                                                           1,167
                                                                      ---------
           Total assets                                               $   1,404
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                                $ 151,666
      Accrued expenses                                                    5,113
      Deposit on purchase of common stock                                20,000
      Loan payable                                                       25,000
      Due to related parties                                            131,147
                                                                      ---------
          Total current liabilities                                     332,926
 Stockholders' deficit:
       Preferred stock, $.001 par value, 5,000,000 shares
           authorized, none issued                                         --
       Common stock, $.001 par value, 95,000,000 shares
           authorized, 8,500,000 shares issued and outstanding            8,500
       Additional paid-in capital                                       102,144
       Deficit accumulated during the development stage                (442,166)
                                                                      ---------
           Total stockholders' deficit                                 (331,522)
                                                                      ---------
          Total liabilities and stockholders' deficit                 $   1,404
                                                                      =========


See accompanying notes to the financial statements.

                                       2

<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                        CUMULATIVE FOR
                                                                                                       THE PERIOD FROM
                                                                                                       OCTOBER 2, 1998
                                                  YEAR ENDED                  YEAR ENDED                (INCEPTION) TO
                                                 DECEMBER 31,                DECEMBER 31,                DECEMBER 31,
                                                     2002                        2001                        2002
                                           -------------------------   --------------------------   -----------------------
<S>                                                <C>                          <C>                         <C>
Expenses:
      General and administrative                   $  65,167                        36,509                     442,166
                                                   =========                    ==========                  ----------

         Net loss                                  $ (65,167)                      (36,509)                   (442,166)
                                                   =========                    ==========                  ==========

      Basic net loss per share                     $   (0.01)                         --
                                                   ==========                   ==========

      Weighted average common
         shares outstanding                        8,500,000                     8,500,000
                                                   ==========                   ==========

</TABLE>




See accompanying notes to the financial statements.


                                       3

<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                 For the years ended December 31, 2002 and 2001


<TABLE>
<CAPTION>


                                                                                              DEFICIT
                                                   COMMON STOCK                             ACCUMULATED
                                                     ISSUED                ADDITIONAL        DURING THE          TOTAL
                                         -----------------------------        PAID-IN         DEVELOPMENT      STOCKHOLDERS'
                                            SHARES             AMOUNT        CAPITAL             STAGE           DEFICIT
                                         ----------           --------     -----------      --------------     -------------
<S>                                     <C>                 <C>            <C>               <C>              <C>
Balances, December 31, 2000               8,500,000           $ 8,500        102,144           (340,490)        (229,846)
Net loss                                          -                 -               -           (36,509)         (36,509)
                                         ----------           --------     -----------      --------------     -------------
Balances, December 31, 2001               8,500,000             8,500        102,144           (376,999)        (266,355)
Net loss                                          -                 -              -            (65,167)         (65,167)
                                         ----------           --------     -----------      --------------     -------------
Balances, December 31, 2002               8,500,000           $ 8,500        102,144           (442,166)        (331,522)
                                         ==========           ========     ===========      ==============     =============
</TABLE>

See accompanying notes to the financial statements.


                                       4



<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                          CUMULATIVE FOR
                                                                                                          THE PERIOD FROM
                                                                                                          OCTOBER 2, 1998
                                                                           YEAR ENDED       YEAR ENDED     (INCEPTION) TO
                                                                          DECEMBER 31,      DECEMBER 31,    DECEMBER 31,
                                                                              2002             2001            2002
                                                                           ----------       ----------       ----------
<S>                                                                         <C>               <C>             <C>
Cash flows from operating activities:
     Net loss                                                               $(65,167)         (36,509)        (442,166)
     Adjustments to reconcile net loss to net cash (used in) provided by
         operating activities:
             Depreciation                                                      1,216            1,216            4,991
             Changes in operating liabilities:
                 Accounts payable                                             14,980           36,530          151,666
                 Accrued expenses                                              5,016               97            5,113
                                                                            --------         --------         --------
                      Net cash (used in) provided by operating activities    (43,955)           1,334         (280,396)

Cash flows from investing activities:
     Purchase of equipment                                                      --               --             (6,158)
                                                                            --------         --------         --------

Cash flows from financing activities:
     Proceeds from loan payable                                               25,000             --             25,000
     Advances from related parties                                            97,178             --            230,469
     Payments to related parties                                             (98,526)            (796)         (99,322)
     Proceeds from common stock subscriptions                                   --               --              8,000
     Proceeds from issuance of common stock                                     --               --            125,000
     Deposit received on purchase of common stock                             20,000             --             20,000
     Payments for expenses preparatory to an
         offering of the Company's common stock                                 --               --            (22,356)
                                                                            --------         --------         --------

                 Net cash provided by (used in) financing activities          43,652             (796)         286,791
                                                                            --------         --------         --------

                 Net (decrease) increase in cash                                (303)             538              237

Cash at beginning of period                                                      540                2             --
                                                                            --------         --------         --------

Cash at end of period                                                       $    237              540              237
                                                                            ========         ========         ========


</TABLE>




See accompanying notes to the financial statements.

                                       5

<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  CORPORATE ORGANIZATION

          Zeppelin Energy Inc., a Delaware corporation (the "Company") was
          formed on October 2, 1998 to focus on the development of digital
          microwave products, including an ultra-high bandwidth digital
          microwave radio.

          On October 9, 2002, a change in control of the Company occurred as the
          selling shareholders sold 8,000,000 shares of the Company's
          outstanding common stock for cash of $8,000, which constituted a
          majority ownership of the Company. The new shareholders are involved
          because of their expertise in the oil and gas business and ability to
          help seek funding to acquire oil and gas properties. Additional
          consideration for the purchase was given by the Company as each
          selling shareholder received a two-year option for 100,000 shares of
          common stock. These options are exercisable only in the second year at
          $3.00 per share (see Note 5).

          The sale of shares by the selling shareholders was initiated as a
          result of an exhaustive review by the Company's Board of Directors and
          subsequent decision to focus its resources and management efforts on
          pursuing opportunities in the oil and gas industry. In keeping with
          this strategy, the Board of Directors has authorized a change in the
          Company's name from Zeppelin Software, Inc. to Zeppelin Energy Inc.

          The Company intends to attempt to acquire oil and gas properties,
          primarily "proved producing and proved undeveloped reserves" in the
          United States, Canada, and other foreign oil producing countries,
          especially South America. Domestically, the Company will also explore
          low-risk development drilling and workover opportunities with
          experienced operators. The Company also hopes to build long-term
          relationships with strategic partners and institutional investors and
          capture a significant position in the oil and gas industry in hopes of
          offering meaningful returns to its shareholders. The Company will
          attempt to finance oil and gas operations through a combination of
          privately placed debt and/or equity. There can be no assurance that
          the Company will be successful in finding financing, or even if
          financing is found, that the Company will be successful in acquiring
          oil and/or gas assets that result in profitable operations.

          The Company is currently in its development stage and has expended a
          substantial amount of funds to date. At December 31, 2002, the Company
          had a stockholders' deficit of $331,522. The Company needs substantial
          additional capital to complete its development and to reach an
          operating stage. Management is contemplating a public or private
          offering of securities as a means of raising funds to implement its
          business plans.


                                       6

<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (b)  EQUIPMENT

          Equipment is carried at cost less accumulated depreciation.
          Expenditures which materially increase values, change capacities, or
          extend useful lives are capitalized. Depreciation is computed using
          the straight-line method over estimated useful lives, ranging from 3
          to 5 years.

     (c)  BASIC LOSS PER SHARE

          Basic loss per share is calculated by dividing net loss by the
          weighted-average number of common shares outstanding during each
          period.

     (d)  INCOME TAXES

          The Company follows the asset and liability method of accounting for
          income taxes. Deferred tax assets and liabilities are recognized for
          the estimated future tax consequences attributable to differences
          between the financial statements carrying amounts of existing assets
          and liabilities and their respective tax bases. Deferred tax assets
          and liabilities are measured using enacted tax rates expected to apply
          to taxable income in the years in which those temporary differences
          are expected to be recovered or settled. The effect on deferred tax
          assets and liabilities of a change in tax rates is recognized as
          income in the period that included the enactment date. Deferred tax
          assets resulting principally from operating losses have not been
          recognized.

     (e)  COMMON STOCK

          The Company issued 8,000,000 shares of common stock at a subscription
          price of $.001 per share to the founders of the Company during fiscal
          year 1998. The remainder of the outstanding shares were issued for
          cash during fiscal years 1999 and 1998, through a Confidential
          Offering Circular pursuant to Rule 504 of Regulation D of the
          Securities Act of 1933.

     (f)  ESTIMATES

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

                                       7

<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (g)  FAIR VALUE OF FINANCIAL INSTRUMENTS

          Fair value estimates discussed herein are based upon certain market
          assumptions and pertinent information available to management. The
          respective carrying value of certain on-balance-sheet financial
          instruments approximated their fair values. These financial
          instruments included cash, accounts payable, loan payable, and other
          current liabilities. Fair values were assumed to approximate carrying
          values for these financial instruments since they are short-term in
          nature or they are receivable or payable on demand.

     (h)  NONQUALIFIED STOCK OPTION PLAN

          The Company accounts for stock options in accordance with Statement of
          Financial Accounting Standards No. 123, Accounting for Stock-Based
          Compensation ("SFAS 123"). Under SFAS 123, the recognition of
          compensation expense is measured at the grant date based on the fair
          value of options. Such cost is recognized over the service period.

     (i)  RECLASSIFICATIONS

          Certain prior year balances have been reclassified to conform with the
          current year financial statement presentation. Those reclassifications
          had no impact on previously reported results of operations or
          stockholders' deficit.


(2)  EQUIPMENT

     Equipment consisted of the following at December 31, 2002:

            Office equipment                           $           6,158
            Less accumulated depreciation                         (4,991)
                                                       --------------------
                                                       $           1,167
                                                       ====================

     For the years ended December 31, 2002 and 2001, depreciation expense
     amounted to $1,216.

                                       8

<PAGE>



                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


(3)  LOAN PAYABLE

     During the year ended December 31, 2002, the Company entered into a
     short-term loan agreement (the "Loan") with a third party lender. Proceeds
     from the Loan were used to meet cash flow requirements. The Loan was due in
     April 2002, and provided for interest of $5,000. The Loan also provides for
     5,000 shares of the Company's common stock to be issued as additional
     interest and provides the third party lender the option to convert the Loan
     to common stock of the Company at a price of $1.00 per share. As of
     December 31, 2002, the Loan had not been repaid. Subsequent to December 31,
     2002, the Company successfully reached negotiations with the third party
     lender for new repayment terms of the Loan. Under the new terms, within 90
     days of the Company receiving proceeds from financing exceeding $1,000,000,
     the Company is obligated to issue a payment of $30,000 to the third party,
     $25,000 for the payment of the outstanding principal balance on the Loan
     and $5,000 for the related accrued interest. The $5,000 of related accrued
     interest is included in accrued expenses in the accompanying financial
     statements at December 31, 2002.


(4)  TRANSACTIONS WITH AFFILIATES

     Members of the Board of Directors and former shareholders have advanced the
     Company funds in order to meet its cash flow requirements. As of December
     31, 2002, amounts due to current and former members of the Board totaled
     $131,147. These amounts are unsecured, non-interest bearing and provide no
     repayment terms.


(5)  STOCK OPTION PLAN

     The Company has a nonqualified stock option plan (the "Plan") pursuant to
     which up to 1,000,000 shares of its common stock can be set aside to
     provide certain executives, directors, and other employees or consultants
     the option to purchase shares of the Company's common stock. The stock
     options vest 25% on the first anniversary of the agreement and 75% in equal
     monthly increments over the thirty-six month period following the first
     anniversary. As provided by the Plan, the Board of Directors may waive the
     vesting provision in whole or in part at any time based on such factors as
     the Board of Directors determines at its sole discretion. The stock options
     expire 5 years from the date of grant or upon termination of employment,
     retirement, or death.

                                       9

<PAGE>


                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

(5)  STOCK OPTION PLAN, CONTINUED

     During the year ended December 31, 1999, the Board of Directors of the
     Company granted nonqualified stock options to two directors of the Company.
     The directors were granted a combined 125,000 nonqualified stock options
     with an exercise price of $1.00. During the year ended December 31, 2001,
     the Company granted an additional nonqualified 800,000 stock options with
     an exercise price of $1.00 to other directors and executives. During the
     year ended December 31, 2002, 400,000 nonqualified stock options were
     forfeited upon the resignation of a Company executive. The Company granted
     an additional 400,000 nonqualified stock options with an exercise price of
     $2.00 to other directors and officers during 2002.

     During the year ended December 31, 2002, the Company issued a two-year
     option for 100,000 shares each to the four selling shareholders as
     additional consideration for the sale of 8,000,000 shares of common stock.
     The options are exercisable only in the second year at $3.00 per share.

     All of the Company's stock options issued were valued at fair value using
     an option-pricing model. The fair value of each option issued was estimated
     at the date of the grant using the Black-Scholes option pricing model with
     the following assumptions: risk free interest rates of 2.8% and 6.0% in
     2002 and 2001, respectively; dividend yield of 0% in 2002 and 2001;
     volatility factors of the expected market price of the Company's stock of
     0% in 2002 and 2001; and the expected life of an option of five years in
     2002 and 2001. The weighted fair value at the date of grant for options
     granted was $0.00 per share.

     As of December 31, 2002 and 2001, 1,325,000 and 925,000, respectively,
     stock options were outstanding with a weighted-average exercise price of
     $1.91 and $1.00, respectively, and weighted-average remaining contractual
     lives of approximately 3.31 and 4.53, respectively. As of December 31, 2002
     and 2001, 229,583 and 87,066 stock options, respectively, were exercisable
     at a weighted average exercise price of $1.00. During the year ended
     December 31, 2002, no options were exercised or expired; however, options
     for 400,000 shares were forfeited. During the year ended December 31, 2001,
     no options were exercised, forfeited, or expired. No stock-based
     compensation costs were charged to operations during the years ended
     December 31, 2002 or 2001.



                                       10


<PAGE>


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

        None

                                   PART III.


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

The following table sets forth information concerning each of the directors and
executive officers of the Company:


Names                            Age         Position
-----                            ---         --------
William J. Hennessey             59          Director, President

Matt Krzyczkowski                63          Director, Vice-President

Dr. Jack McKinley Wilson,        69          Director

Donald J. Cheney                 59          Director, Secretary and Treasurer

John N. Chigbu                   44          Director

Dr. Douglas W. Ellenor           59          Director, Chairman of the Board

Dennis Mee                       59          Director, Chief Financial Officer


CURRENT OFFICERS, DIRECTORS AND KEY EMPLOYEES

William J. Hennessey has served as a Director since October 2002. Mr. Hennessey
currently devotes approximately 50% of his time to the business of the Company.
Mr. Hennessey is an experienced financial industry executive and advisor with a
corporate and merchant banking background with experience in structuring and
financing new ventures. He was with J.P. Morgan for over 15 years, his
responsibilities covered corporate finance, treasury, and mergers and
acquisitions. He has a broad, first-hand knowledge of the oil and gas industry
and is active in all facets of the domestic and international energy markets.
Mr. Hennessey has established relationships within the oil field service
industry and has financed several of the industry's largest on shore and off
shore drilling contractors. He developed relationships with the largest seismic
companies and has financed the operations in numerous domestic and offshore
projects, including projects in China, the Middle East and the Gulf region. He
has worked with major oil companies on crude liftings and was intimately
involved with financing and structuring oil-trading transactions with several of
the largest oil companies.


<PAGE>

Matt Krzyczkowski is recognised as one of the leading microwave design engineers
in Canada. Mr Krzyczkowski spent many years at SR Telecom initially as Manager
of Development and finally as Vice President of Engineering with a staff of 100
engineers. During his tenure with SR Telecom, he was responsible for development
of a computer controlled, TDMA. communication system for telephone and data,
which set the industry standard for many years. From 1992 to 1996 Mr.
Krzyczkowski was Vice President -Technology for Iris Systems and was responsible
for the new product development cycle including engineering, QA and
subcontracting. For the past several years Mr. Krzyczkowski has devoted his time
to research in the field of digital microwave radio design and currently is an
independent consultant in this field.

Jack McKinley Wilson has served as a Director of the Company since the inception
of the Company in October, 1998. Since 1990, Mr. Wilson has been retired from
his dental practice. Mr. Wilson attended the University of Washington,
graduating with a B.A. Degree in Business Administration in 1956 and received
his D.D.S. from the University of Washington in 1964.

Donald J. Cheney has served as a Director of the Company since the inception of
the Company in October, 1998 and served as the Company's President from May 2000
to April 2001. Mr. Cheney has served as the Company's Secretary and Treasurer
since May 2000. Mr. Cheney currently devotes approximately 50% of his time to
the business of the Company. From 1971 to 1998, Mr. Cheney was employed as a
school teacher at Federal Way School District #210 in Federal Way, Washington.
Mr. Cheney attended La Verne College, graduating in 1965 with a B.A. Degree,
with emphasis in Science, Math and English. Between 1967-1978, Mr. Cheney worked
in the oil and gas industry for R. Bruce Grey & Associates of Whittier, CA. Mr.
Cheney helped coordinate the leasing, promotion, and sales of oil and gas
prospects for that Group, culminating in a number of exploratory drillings in
California and Colorado, one in partnership with Cal Star Petroleum and Beacon
Oil. Mr. Cheney participated in all aspects of the projects, from the initial
preparation of the leasing documents and sale of the prospect through the
coordination of drilling services and abandonment of the sites.

John N. Chigbu, Esq. has served as a Director since October, 2002. Mr. Chigbu is
a Vice President and General Tax Counsel for Crystal Decisions, Inc., a Business
Intelligence Software Company based in Palo Alto, California. He is a law
graduate of the New York University School of Law (Class of 1994) where he
received a Master at Laws (LLM) in 1994. Mr. Chigbu also attended Louisiana
Herbert Law Center where he obtained his Juris Doctor Degree, (JD) with Order of
the Coif; University of Texas (BA Honors) and London School of Economics in the
United Kingdom. Prior to joining Crystal Decisions, John was a Tax Counsel for
Chevron Corporation in San Francisco from 1996 to 1999; a Tax Manager and
Litigation Supporter for KPMG Peat Marwick, San Francisco from 1994 to 1996.
Before taking up the study of law, his vocation was that of a Police Officer for
the Nigerian Federal Police where he flew Executive Jet Airplanes for the
Nigerian Government. Mr. Chigbu is currently a partner at the Law Offices of
Awad & Chigbu, LLP in the San Francisco Bay area, a law practice he started with
his friend and former law school classmate in 1998. He and his partner, Mr.
Awad, have handled various legal issues ranging from tax litigation to project
financing. From the date of their start-up, Mr. Chigbu and his partner have
handled over $300,000,000 of project financing in China, South Africa and
Nigeria in the areas of television media, pharmaceuticals and medical equipment.

Dr. Douglas W. Ellenor was appointed a Director in January of 2003. Dr. Ellenor,
PhD has 32 years international experience in the Exploration and Production
sector of the energy business, having spent 25 of those years with the
Royal/Dutch Shell Group ("Shell".) He left Shell in 1996, after spending 4

<PAGE>

years as the President and CEO of The Shell Companies of Columbia, to become
President and CEO of Hocol SA, of Columbia, a division of Nimir Petroleum
Limited, a privately owned energy and pipeline company through 1998. Dr. Ellenor
then moved to London, U.K. to become Business Development Director for Nimir. He
returned home to Canada in 1999 and established an oil and gas consulting
business. In April of 2002, he accepted an assignment to return to Hocol SA as
its CEO and President for an indeterminate period. Dr. Ellenor is also a member
of the Board of Directors of Orca Petroleum Inc. of Calgary Alberta Canada. (TSX
"OPI").


Dennis Mee has served as a Director since September, 2002. Mr. Mee is a
Chartered Accountant (C.A.) and received this degree while working at the KPMG
office in Toronto, Ontario. Currently Dennis is acting as a consultant and
Director for a start-up up Telecommunication Company in the Vancouver area. Mr.
Mee's business experience includes acting as the Chief Financial or Operational
officer for a variety of Public and Private Companies in the Telecommunication,
Health, and Distribution Industries. In addition, Mr. Mee has gained valuable
experience on both sides of the business cycle having led teams through major
down-sizings and restructurings along with start-up Companies that experienced
explosive growth. Recently Mr. Mee spent over 5 years with a North American
start-up health product Company that grew to $135 million in 21/2years. Prior to
that, he was C.F.O. of Cable & Wireless Telecommunication Canada Ltd and served
on their Board of Directors. Dennis has a Bachelor of Commerce (honors), is a
member of both the BC and Ontario Institute of Chartered Accountants, and is
also a member of F.E.I. (Financial Executives Institute).

There are no arrangements or understandings pursuant to which any person has
been elected as a director or executive officer of the Company. Directors are
elected annually by the stockholders and hold office until the next annual
meeting of stockholders and until their respective successors are elected and
qualified. Executive officers are elected by the Board of Directors and hold
office until their respective successors are elected and qualified. There is no
family relationship among any directors or executive officers of the Company.



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") requires the Company's executive officers, directors and persons
who beneficially own greater than 10% of a registered class of the Company's
equity securities to file certain reports ("Section 16 Reports") with the
Securities and Exchange Commission with respect to ownership and changes in
ownership of the Common Stock and other equity securities of the Company.

Based solely on the Company's review of the Section 16 Reports furnished to the
Company, all Section 16(a) requirements applicable to its officers, directors
and greater than 10% beneficial owners were complied.


ITEM 10. EXECUTIVE COMPENSATION.

The following table summarizes all compensation awarded to, earned by, or paid
to the President of the Company for services rendered in all capacities to the
Company for each of the Company's last three

<PAGE>

fiscal years. No other executive officer of the Company received total salary
and bonus in excess of $100,000 during any of the last three fiscal years.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                           --------------------------
                                                         Annual                                  Long-Term
         Payouts                                      Compensation                          Compensation Awards
         -------                        -----------------------------------------      ----------------------------
                                                                        Other          Securities
Name and                                                                Annual         Underlying       All Other
Principal                               Salary          Bonus        Compensation        Options       Compensation
Position                    Year          ($)            ($)             ($)               (#)             ($)
---------------------       ----        ------          -----        ------------      ----------      ------------
<S>                         <C>            <C>           <C>             <C>               <C>             <C>
William J. Hennessey,       2002           $0            -0-             N/A               N/A             N/A
President

Ken Thorpe, President       2001           $0            -0-             N/A               N/A             N/A
                            2000           $0            -0-             N/A               N/A             N/A
</TABLE>

                   AGGREGATED OPTION EXERCISES IN LAST FISCAL
                   YEAR AND FISCAL YEAR END OPTION VALUE TABLE

<TABLE>
<CAPTION>
                                                                    Number of
                                                                    Securities          Value of
                                                                    Underlying         Unexercised
                                                                   Unexercised        in-the-Money
                                                                     Options             Options
                                 Shares                             at Fiscal           at Fiscal
                                Acquired                           Year-End(#)         Year-End($)
                                   On              Value          -------------       -------------
                                Exercise          Realized         Exercisable/       Exercisable/
Name                                #                $            Unexercisable       Unexercisable
----                            --------           -------        -------------       -------------
<S>                                 <C>              <C>               <C>                 <C>
 0                                  0                0                 N/A                 N/A
</TABLE>

COMPENSATION OF DIRECTORS

There is no arrangement for the cash compensation of directors.

EMPLOYMENT AGREEMENTS

There are currently no employment agreements between the Company and any of its
named executive officers.


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

The following table sets forth certain information as of December 31, 2002 with
respect to the number of shares of the Common Stock beneficially owned by: (i)
each person known to the Company to be the beneficial owner of more than five
percent of the Common Stock; (ii) each of the directors of the

<PAGE>

Company; and (iii) all of the directors and executive officers of the Company as
a group. Except as otherwise indicated, each such stockholder has sole voting
and investment power with respect to the shares beneficially owned by such
stockholder. Beneficial ownership has been determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934, as amended. Generally, a person is
deemed to be the beneficial owner of a security if he has the right to acquire
voting or investment power within 60 days of the date of this Report.

<TABLE>
<CAPTION>
                                                 AMOUNT AND NATURE OF
      NAME, POSITION, AND ADDRESS                BENEFICIAL OWNERSHIP                     PERCENT OF CLASS
      ----------------------------               --------------------                     ----------------
<S>                                                  <C>                                        <C>
Dr. Douglas W. Ellenor
Chairman of the                                              0 (1)                                 0%
Board, Director
Matt Krzyczkowski                                       400,000 (2)                              4.7%
Vice President, Director
Dr. Jack McKinley Wilson                                 25,000 (3)                              0.3%
Director
Donald J. Cheney                                        229,500 (4)                              2.7%
Secretary/Treasurer, Director
William J. Hennessey                                    200,000 (5)                              2.4%
President, Director
John N. Chigbu                                          100,000 (6)                              1.2%
Director
Dennis Mee                                              100,000 (7)                              1.2%
CFO, Director
Victor Nikolaev                                       1,000,000 (8)                             11.8%
Igor Rybakov                                          1,000,000 (9)                             11.8%
ALX Capital Group, Ltd.                               2,000,000 (10)                            23.5%
Paradon Capital,                                      4,000,000 (11)                            47.0%
All Directors and Officers as a Group                 1,054,500                                 12.4%
</TABLE>

(1)  Address: 1334 - 132nd A Street, Surrey, B.C. V4A 7E7 Canada.

(2)  Includes 400,000 options issued under the Company's 1998 Non-Qualified
     Stock Option Plan to purchase shares of the Company's Common Stock at an
     exercise price of $1.00 per share. Address: 146 Barr, Montreal, Quebec 4Ht
     1Y4 Canada.

(3)  Includes 25,000 options issued under the Company's 1998 Non-Qualified Stock
     Option Plan to purchase shares of the Company's Common Stock at an exercise
     price of $1.00 per share. Address: 53960 Avenida Montezuma, La Quinta, CA
     92253.

(4)  Includes 29,500 shares of Common Stock, 100,000 options issued under the
     Company's 1998 Non-Qualified Stock Option Plan to purchase shares of the
     Company's Common Stock at an exercise price of $1.00 per share, and a two
     (2) year option to purchase 100,000 shares of the Company's Common Stock at
     the exercise price of $3.00 a share, exercisable only in the second year,
     granted on October 9, 2002. Address: 7061 Dunraven Lane S.W., Port Orchard,
     WA 98367

(5)  Includes 200,000 options issued under the Company's 1998 Non-Qualified
     Stock Option Plan to purchase shares of the Company's Common Stock at an
     exercise price of $2.00 per share. Address: 770 Lexington Ave., Suite 600,
     New York, NY 10021.


<PAGE>

(6)  Includes 100,000 options issued under the Company's 1998 Non-Qualified
     Stock Option Plan to purchase shares of the Company's Common Stock at an
     exercise price of $2.00 per share. Address: 895 Emerson Street, Palo Alto,
     CA 94301

(7)  Includes 100,000 options issued under the Company's 1998 Non-Qualified
     Stock Option Plan to purchase shares of the Company's Common Stock at an
     exercise price of $2.00 per share. Address: 601 - 15015 Victoria Ave.,
     White Rock, B.C. V4B 1G2 Canada.

(8)  Common Stock. Address: 3101 - 1068 Hornby Street, Vancouver, B.C. V6Z 2Y7
     Canada

(9)  Common Stock. Address: 206 - 1234 Pendrell Street, Vancouver, B.C. V6E 1L6
     Canada

(10) Common Stock. Address: Condor House, 19 West Street North, Nassau, Bahamas.
     Galina Klotchkova is the sole owner of ALX Capital Group, Ltd. Her address
     is the same as the company.

(11) Common Stock. Address: 48 Paradise Heights, St. James, Barbados, West
     Indies. The ONLY shareholder of Paradon Capital, Inc. is Ambergris
     Investments, Inc., whose Beneficial Owner is Mr. Barry Russell, 25 Struen
     Marie Street, Kareela, New South Wales 2232, Australia. The address for
     Ambergris Investments, Inc. is 27 Reid Street, P.O. Box HM 3051, Hamilton
     HM NX, Bermuda.

The following table sets forth the information as at December 31, 2002 with
respect to compensation plans (including individual compensation arrangements)
under which equity securities of the Company are authorized for issuance:

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>

        .............................. ............................ ............................. ............................
        Plan category                  Number of securities to be   Weighted average exercise     Number of securities
                                       issued upon exercise of      price of outstanding          remaining available for
                                       outstanding options,         options, warrants and rights  future issuance
                                       warrants and rights
        .............................. ............................ ............................. ............................
                                       (a)                          (b)                           (c)
        .............................. ............................ ............................. ............................
        <S>                            <C>                          <C>                           <C>
        Equity compensation plans
        approved by security holders   925,000                      $1.43                         75,000
        .............................. ............................ ............................. ............................
        Equity compensation plans
        not approved by security
        holders                        400,000                      $3.00                         0
        .............................. ............................ ............................. ............................
        Total                          1,325,000                    $1.91                         75,000
        .............................. ............................ ............................. ............................
</TABLE>

The Company's 1998 Stock Option Plan (the "Plan) was established to provide
equity incentives to employees, including officers, non-employee members of the
board of directors of the Company, and other eligible persons to provide a means
through which the Company may attract able persons to serve the Company, by
granting such persons options to purchase shares of stock of the Company. The
Plan permits the granting of incentive stock options and non-qualified stock
options. The maximum number of common shares that may be issued pursuant to
options granted under this Plan is 1,000,000 common shares. The exercise price
of an option is established by the fair market value of the common shares of the
Company on the date of which the option is granted.

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None. SUBJECT TO NOTES TO FINANCIALS.



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

   (a) (2)      Exhibits: The following exhibits are included in this report:


    Exhibit                                        Description
--------------------------------------------------------------------------------
     2.1*       Certificate of Incorporation of the Company (incorporated by
                reference Company's Form 10-SB filed with the Securities and
                Exchange Commission on August 13, 1999).

     2.2*       By-Laws of the Company (incorporated by reference Company's
                Form 10-SB filed with the Securities Exchange Commission on
                August 13, 1999).

     4.1*       Form of Common Stock Certificate (incorporated by reference
                Company's Form 10-SB filed with the Securities and Exchange
                Commission on August 13, 1999).

     10.1*      Company's 1998 Qualified Stock Option Plan+

     10.2*      Company's 1998 Non-Qualified Stock Option Plan+


     99(a)      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
                William Hennessey, President, and Dennis Mee, Chief Financial
                Officer.

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

+    Compensatory plan or arrangement required to be filed as an exhibit hereto.

*    Previously filed.

   (b)  Reports on Form 8-K:


Item 9.  Regulation FD Disclosure

          Exhibit 99. A press release dated October 1, 2002 announcing the
          appointment William Hennessey a new Director by the Company Board of
          Directors.

Item 9.   Regulation FD Disclosure.

          Exhibit 99. A press release dated October 7, 2002 announcing the
          appointment of John N. Chigbu a new Director by the Company Board of
          Directors.

<PAGE>

Item 1. Changes in Control of Registrant

Disclosure was made on October 30, 2002 of the sale and transfer of eight
million shares of the Company stock on October 9, 2002 to new controlling
shareholders who will help alter the direction of the Company into the oil and
gas business, an added direction for the Company. Additional references to this
ownership have been detailed in Item 11 of this 10-KSB document and in the Notes
to Financials.


ITEM 14. CONTROLS AND PROCEDURES


The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized, and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission. Based upon their evaluation of
those controls and procedures performed within 90 days of the filing date of
this report, the Chief Executive and Chief Financial Officers of the Company
concluded that the Company's disclosure controls and procedures were adequate.

The Company made no significant changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluations of these controls by the Chief Executive and Chief Financial
Officers.



                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




ZEPPELIN ENERGY INC.



By:  /s/ William J. Hennessey
     ---------------------------------------
         William J. Hennessey, President               Date:  April 15, 2003



     /s/ Dennis Mee
     ---------------------------------------
         Dennis Mee, Chief Financial Officer           Date:  April 15, 2003


<PAGE>

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




\s\  William J. Hennessey
---------------------------------------
     William J. Hennessey
     Director                                             Date: April 15, 2003


\s\  Donald J. Cheney
---------------------------------------
     Donald J. Cheney
     Director                                             Date: April 15, 2003


---------------------------------------
     Matt Krzyczkowski
     Director                                             Date:  April __, 2003



\s\ Jack McKinley Wilson
---------------------------------------
     Jack McKinley Wilson
     Director                                             Date:  April 15, 2003


\s\ John N. Chigbu
---------------------------------------
     John N. Chigbu
     Director                                             Date:  April 15, 2003


\s\ Dennis Mee
---------------------------------------
     Dennis Mee
     Director                                             Date:  April 15, 2003


\s\ Douglas W. Ellenor
---------------------------------------
     Douglas W. Ellenor
     Director                                             Date:  April 15, 2003