<PAGE>


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

                       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, 2001

                             COMMISSION FILE NUMBER
                                     0-26373


                             ZEPPELIN SOFTWARE, 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                              No       X
                 ------------                    ------------

         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, 2001:  $0.

         As at December 31, 2001, approximately 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 $81,250.

         Transitional Small Business Disclosure Format:   Yes          No   X
                                                              -----       -----

         Documents incorporated by reference: NONE



<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..........................................

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





<PAGE>



FORWARD-LOOKING STATEMENTS

         Some of the statements contained in this Report 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 Software, Inc. d.b.a. Zeppelin Broadband Wireless Corporation
(the "Company"), a development stage company, has its principal offices at 7061
Dunraven Lane S.W., Port Orchard, WA 98367. The telephone number is (253)
709-2494. Through December 31, 2001, the Company has generated no revenues from
operations.


BUSINESS OF THE ISSUER

         The Company is engaged in the development of new wireless products.
Currently, the Company is developing a cutting-edge design for a family of
highly integrated digital microwave radios capable of being directly connected
to fibre optic cable at a Synchronous Optical Network (SONET), a Synchronous
Digital Hierarchy (SDH), or an Internet Protocol (IP) level. It is the intention
of the Company to continue the development and commercialization of the
applicable technologies in whole and in part in order to market them to
end-users and distributors of Broadband Wireless Networks as well as other
manufacturers of broadband digital microwave radios.

         Our products are divided into two major platforms - Point-to-Point and
Point-to-Multipoint. As set forth below, these two distinct platforms, while
sharing the same basic technologies will address a varied number of applications
such as:

Point-To-Point
--------------

          o    Cellular and Personal Communication Service (PCS) back-haul,
               connecting cellular and PCS sites to the Mobile Terminal
               Switching Office.

          o    Communications back-haul, for Public Utilities Cable Television
               operators.

          o    Point-To-Point last-mile or back-haul end user network
               connectivity for Competitive

<PAGE>

               Local Exchange Carriers or Competitive Access Providers.

Point-To-Multipoint
-------------------

          o    Local Multipoint Distribution System and Local Multipoint
               Communication System (LMDS/LMCS) applications, where a single hub
               is connected to multiple end user terminals to deliver a full set
               of voice, data and video services to both business and
               households.

          o    High-speed wireless local area network interconnection.

          o    Traffic control and Supervisory Control and Data Acquisition
               (SCADA) management systems for municipalities.

          o    Wireless voice and data networks for Competitive Local Exchange
               Carriers (CLEC).


DISTRIBUTION AND SALES

         When and if our product is developed, approved and ready for market, we
intend to distribute through distinct channels, that is, direct sales to
Carriers and Large end-users and through distribution to those companies that
deal with smaller end-users and integrators of turn-key wireless based systems.
We hope to form strategic alliances with other companies whose product mix and
distribution channels are complimentary to the Company's.


MANUFACTURING

         Upon securing the necessary funds, the Company intends to rely on
subcontractors to manufacture and assemble the components from the Company's
designs that make up the components of its products. Most of the components we
require are readily available off-the-shelf from a variety of industry
suppliers. Specialty components will be custom manufactured as required by
companies such as Motorola Semiconductor and the Integrated Circuit development
division of IBM. The Company's inability to find suitable manufacturers and/or
suppliers would have a materially adverse effect on the Company's financial
position and operations.


COMPETITION

         The broadband point-to-point and point-to-multipoint wireless market
segments are shared by relatively few major players. Zeppelin's competitiveness
will be determined by it's ability to produce a highly integrated product
requiring fewer components than the industry norm thereby reducing manufacturing
costs and time-to-market intervals.

         In IT departments, the term 3G has become synonymous with vaporware.
However, things are about to get a lot more interesting in the wireless data
market. A handful of well-financed upstarts see 3G's setbacks as an opportunity
to push the virtues of their competing high-speed mobile data technologies. It's
far too early to predict the outcome of this competition, but the ultimate
winner is likely to be the mobile worker.


<PAGE>

         Three companies  Broadstorm Telecommunications Inc., Flarion
Technologies Inc. and Tantivy Communications Inc. are in various stages of
developing all-IP wireless data technology that they said will deliver the
promises of 3G without many of its costs and hassles. The challengers offer a
different vision of the wireless future, one they said is more likely to meet
the needs of data users in general and is especially suited to enterprises
already using 802.11b wireless networks. In their no-3G scenario, mobile workers
will access data at speeds up to 1M bps each over the air using standard laptops
and handheld devices. Even more important, they will use the same Internet
applications they now use on their tethered hardware

         The challengers' migration paths from circuit-switched to
packet-switched offerings can also be attractive. For example, Flarion's
technology requires a dedicated chunk of the carrier's spectrum, but by offering
voice over IP on the data portion of its network, the carrier can migrate from
voice to data as the market evolves, eventually phasing out circuit-switched
networks. That concept of using separate spectrums is similar to the idea behind
CDMA2000 1xEVDO, the 3G step in the evolution of Code Division Multiple Access
cellular networks beyond the CDMA2000 1xRTT standard, which requires a separate
spectrum channel for a data-only service.

         Flarion was spun off from Lucent Technologies Inc. to solve this issue.
Because their technologies are built on standard IP, Broadstorm, Flarion and
Tantivy require only that operators hook up the wireless base station to an IP
data line that connects to the Internet.

         That simplicity frees operators to choose equipment such as PacketAir's
Mobility Router and back-end gear from Cisco Systems Inc. and other vendors that
best satisfy their needs rather than being locked into proprietary equipment.
PacketAir Networks Inc., of San Diego, a developer of packet-based wireless
networks, specializes in building routers that fit between an IP radio base
station, such as those built by Broadstorm, Flarion and Tantivy, and the
Internet and the company is touting its products for the new network
architectures.

         Broadstorm, Flarion and Tantivy use different air interfaces than those
employed by wireless carriers but said their products are more efficient.
Tantivy calls its technology I-CDMA, which uses CDMA but doesn't rely on
intellectual property owned by Qualcomm Inc., which holds numerous patents on
the CDMA standard widely used in the United States.


<PAGE>


         Zeppelin is aware of and it should be understood that competitors are
larger and better funded than the Company, and that there is no assurance that
even if the Company is able to obtain funding and develop a working,
commercialized product, that the Company will be able to compete successfully as
to features, price, and availability.


GOVERNMENT REGULATION

         Radio communications are subject to the regulation of the United States
government and foreign governments. The Company's systems must conform to a
variety of domestic and foreign requirements established to avoid interference
among users of radio frequencies and to permit interconnection of equipment. In
many developed countries, historically the limited availability of frequency
spectrum has inhibited the growth of microwave wireless systems. Regulatory
bodies worldwide are in the continuing process of adopting new standards for
wireless communications. The Company may be required to adjust its products to
conform with any such government regulatory modifications, which could be time
consuming and financially burdensome. The delays inherent with a government's
approval process may cause delays, cancellations or re-scheduling of the
purchase and installation of the Company's products by some customers, which may
have a materially adverse effect on the Company's financial condition.


RESEARCH AND DEVELOPMENT

         When and if funding is available, the Company plans to spend
approximately $2.8 million USD over a timeframe of 30 months from date of
funding for Research and Development. Please see Item 6 (H) for further details.


ENVIRONMENTAL LAW COMPLIANCE

         While we cannot predict with certainty the future operating costs for
environmental compliance, we do not believe they will have a material effect on
our capital expenditures, earnings or competitive position.


EMPLOYEES

         The Company currently has three employees, all employed on a part time
basis, but none are accruing salaries or represented by a collective bargaining
agreement. We believe that our relationship with our employees is good.
Currently, the Company President is working to raise capital for the development
of the microwave radio, the Vice-President is working on the technical
development of the radio, and the Secretary/Treasurer's job is the corporate
bookkeeping necessary to maintain operations.


<PAGE>


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 as well as
         minimal space for technical development.


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.

         None.



<PAGE>




                                    PART II.

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

         There is no trading market for Company's common stock, par value $0.001
per share (the "Common Stock"). As of December 31, 2001, there were
approximately 90 holders of record of the Common Stock. The Company is applying
for trading on the OTC.BB and there is no assurance that it will be accepted for
trading there.


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.


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

PLAN OF OPERATION

         The Company will continue in its efforts to develop its product
utilizing free labor of its directors and shareholders until such time as
funding is sourced from the capital markets. We continue to expend personal
resources to achieve our goal so none can be quantified at this time. It is
anticipated additional funding for the next twelve months will be required to
accelerate the development of its product. Attempts are currently being made to
raise cash through private placements and said attempts will continue throughout
2002. The Company will also use various debt instruments and as well as public
offerings to raises needed capital during 2002. It is expected that as funds
become available, Zeppelin will add additional staff on an "as required" basis
as well as the equipment required to perform testing and development of its
products. Future funding will be allocated towards the accomplishment of the
following tasks:


TASK 1 - INITIAL STUDY

         Significant work has been completed by the Communications Research
Centre which operates under the auspices of Industry Canada and employs a large
compliment of world-class scientists and technologists. Therefore initially
future funding will be utilized to determine which of the CRC technologies will
be used in this project and affirmatively address the following technical
issues:

1.   The implementation time frame is consistent with the goal of producing an
     engineering model within one year after startup (date of funding).

2.   The promise of significant cost reduction at the production level will be
     fulfilled.


<PAGE>


3.   The up front NRE's and associated costs are reasonable.

The last should have the lowest weight. It is a given that the required
technical performance is achievable.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              14.6 person-months       8.8 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                      $94,310                 $117,250   $211,560
------------------- ------------------------ ------------------------ ----------
 Contractor Cost
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                      $94,310                 $117,250   $211,560
------------------- ------------------------ ------------------------ ----------


TASK 2. FINAL PRODUCT SPECIFICATION

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              8.1 person-months        4.3 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                       50,713                   56,950    107,663
------------------- ------------------------ ------------------------ ----------
 Contractor Cost
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                       50,713                   56,950    107,663
------------------- ------------------------ ------------------------ ----------


(A) TASK 3. ARCHITECTURAL DESIGN AND PARTITIONING

This activity results in the internal and external product configuration as well
as the final functional specifications. It is dependent and strongly interactive
with item (2) above.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              14.5 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                       91,640                              91,640
------------------- ------------------------ ------------------------ ----------
 Contractor Cost
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                       91,640                              91,640
------------------- ------------------------ ------------------------ ----------


(B) TASK 4. DETERMINE INTERNAL DESIGN SPECIFICATIONS

These are the actual physical parameters relating to specific sub-assemblies or
building blocks associated with the radio. Before these can be determined, the
core technology must be sufficiently advanced.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              2.7 person-months        2.3 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                       18,507                   30,150     48,657
------------------- ------------------------ ------------------------ ----------
 Contractor Cost
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                       18,507                   30,150     48,657
------------------- ------------------------ ------------------------ ----------

<PAGE>


(C) TASK 5. FUNCTIONAL PROTOTYPE DESIGN, FABRICATION AND TESTING

This activity establishes the Proof of Concept. The activities are
self-explanatory. See Task 3 for typical design tasks for a hypothetical
partitioning scheme.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              17.0 person-months       10.3 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                      108,990                  137,350    246,340
------------------- ------------------------ ------------------------ ----------
 Contractor Cost                    125,000                             125,000
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                      233,990                  137,350    371,340
------------------- ------------------------ ------------------------ ----------


(D) TASK 6. ENGINEERING PROTOTYPE DESIGN, FABRICATION AND TESTING

These activities are self-explanatory. See Task 3 for typical design tasks for a
hypothetical partitioning scheme.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              48.5 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                      264,977                        0    264,977
------------------- ------------------------ ------------------------ ----------
 Contractor Cost                    225,000                             225,000
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                      489,997                        0    489,997
------------------- ------------------------ ------------------------ ----------


(E) TASK 7. SYSTEM INTEGRATION

These activities are self-explanatory. See Task 3 for typical design tasks for a
hypothetical partitioning scheme.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC              TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              155.9 person-months      9.0 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                      938,317                  120,600  1,058,917
------------------- ------------------------ ------------------------ ----------
 Contractor Cost                    150,000                             150,000
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                    1,088,317                  120,600  1,208,917
------------------- ------------------------ ------------------------ ----------


(F) TASK 8. DOCUMENTATION

This is the final design streamlining and debugging prior to launching a
pre-production run. It requires complete and accurate documentation. It is
controlled and audited by manufacturing and production engineers, not designers.


<PAGE>


------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              12.0 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                       73,333                        0     73,333
------------------- ------------------------ ------------------------ ----------
 Contractor Cost
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                       73,333                        0     73,333
------------------- ------------------------ ------------------------ ----------


(G) TASK 9. CERTIFICATION

The certification standards and regulations to which the Zeppelin radio must
conform to, are in Canada, Industry Canada regulations for radio emissions and
Canadian Safety Association (CSA) when the equipment is connected to utility
mains.

Similar regulatory bodies exist in other countries. (Federal Communication
Commission- FCC- and the underwriters laboratory- U.L.- in the United States)
each would be treated on a case-by-case basis as required, Certification by
these bodies is required in order to sell the product In any particular country
Usually done in conjunction with an external contractor. Certification is
performed on the final product, not on prototypes.

------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC               TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              30.0 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                      183,333                        0    183,333
------------------- ------------------------ ------------------------ ----------
 Contractor Cost
------------------- ------------------------ ------------------------ ----------
 SUBTOTAL COST                      183,333                        0    183,333
------------------- ------------------------ ------------------------ ----------


(H) TOTALS FOR RESEARCH AND PRODUCT DEVELOPMENT


------------------- ------------------------ ------------------------ ----------
                            ZEPPELIN                   CRC              TOTAL
------------------- ------------------------ ------------------------ ----------
 Effort              299.6 person-months      34.5 person-months
------------------- ------------------------ ------------------------ ----------
 Cost of Labor                    1,824,120                  462,300  2,286,420
------------------- ------------------------ ------------------------ ----------
 Contractor Cost                    500,000                             500,000
------------------- ------------------------ ------------------------ ----------
 TOTAL LABOR COST                 2,324,120                  462,300  2,786,420
------------------- ------------------------ ------------------------ ----------


(J)      Additional Costs

The costs shown above do not take into account hard costs such as Office and R&D
space as well as equipment of both a general and specific nature. It is
estimated that the company will spend approximately $ 1.8m for capital as well
as operational costs during the initial stages of its corporate development.

         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 2000 were $0.



<PAGE>


LIQUIDITY AND CAPITAL RESOURCES


                                                      2001          2000
                                                   ----------    ----------

             TOTAL CURRENT ASSETS                        540             2
             TOTAL CURRENT LIABILITIES               269,278       233,447

             WORKING CAPITAL DEFICIENCY             (268,738)     (233,445)


         Working capital decreased by $35,293 from December 31, 2000 to December
31, 2001. Cash increased by $538 over the same period. The increase in cash was
substantially due to a short term loan made by a third party in November of the
current period, included in accounts payable at 12/31/01.


GENERAL AND ADMINISTRATIVE EXPENSES

         The Company's general and administrative expenses decreased from
$80,401 to $36,509, a decrease of $43,892 or 55% over 2000. General and
administrative expenses represent office expenses, consulting and professional
fees. The decrease in general and administrative expenses is primarily due to a
decrease in consulting and professional fees.


NET LOSS

         The Company's net loss decreased from $80,401 in 2000 to $36,509 in
2001 due to the decrease in general and administrative expenses incurred during
the year. At December 31, 2001, the Company had a stockholders' deficit of
$266,355.


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

         On December 3, 1999, the staff of the SEC published Staff Accounting
Bulletin 101, "Revenue Recognition," ("SAB 101") to provide guidance on the
recognition, presentation and disclosure of revenue in financial statements. The
Company's policy of revenue recognition is consistent with this bulletin.

         In June 2000, the FASB issued SFAS 138, "Accounting for Certain Hedging
Activities", which amended Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities", Statement 138 must be adopted concurrently
with the adoption of Statement 133. The Company will be required to adopt these
statements for the year ending December 31, 2001. Statements 133 and 138
establishes methods of accounting for derivative financial instruments and
hedging activities related to those instruments as well as other hedging
activities. Because we currently hold no derivative financial instruments and do
not currently engage in hedging activities, adoption of these Statements is not
expected to have a material impact on our financial condition or results of
operations.

<PAGE>


         In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"),
"Accounting for Certain Transactions Involving Stock Compensation," an
interpretation of Accounting Principles Board Opinion No. 25 ("Opinion 25"). FIN
44 clarifies (a) the definition of "employee" for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequence of various modifications
to the terms of previously fixed stock options or awards, and (d) the accounting
for an exchange of stock compensation awards in a business combination. FIN 44
was effective July 1, 2000, but certain conclusions in FIN 44 cover specific
events that occurred after either December 15, 1998 or January 12, 2000. The
application of FIN 44 did not have a material impact on our financial position,
results of operations or cash flows.


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, 2001.

         Statements of Operations cumulative for the period from October 2,
          1998 (inception) to December 31, 2001 and 2000.

         Statement of Stockholders' Deficit cumulative for the period from
          October 2, 1998 (inception) to December 31, 2001 and 2000.

         Statements of Cash Flows cumulative for the period from October 2, 1998
          (inception) to December 31, 2001 and 2000.



<PAGE>


                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)


                                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>


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


To The Board of Directors
   Zeppelin Software, Inc.:


We have audited the accompanying balance sheet of Zeppelin Software, Inc., a
development stage company, (the "Company") as of December 31, 2001, and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended December 31, 2001 and 2000, and for the cumulative development stage
from October 2, 1998 (inception) to December 31, 2001. 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 Software, Inc. as of
December 31, 2001, and the results of its operations and its cash flows for the
years ended December 31, 2001 and 2000, and for the cumulative development stage
from October 2, 1998 (inception) to December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Zeppelin
Software, 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.

February 11, 2002
Orlando, Florida



<PAGE>


                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                December 31, 2001


                                     ASSETS
                                     ------

Current assets:
  Cash                                                         $     540
                                                               ---------
    Total current assets                                             540

Equipment, net                                                     2,383
                                                               ---------
    Total assets                                               $   2,923
                                                               =========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------

Current liabilities:
  Accounts payable                                             $ 136,783
  Due to related parties                                         132,495
                                                               ---------
    Total current liabilities                                    269,278

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 period             (376,999)
                                                               ---------
    Total stockholders' deficit                                 (266,355)
                                                               ---------
    Total liabilities and stockholders' deficit                $   2,923
                                                               =========




See accompanying notes to financial statements.

                                        2




<PAGE>


                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   CUMULATIVE FOR
                                                                   THE PERIOD FROM
                                                                   OCTOBER 2, 1998
                                   YEAR ENDED     YEAR ENDED        (INCEPTION) TO
                                  DECEMBER 31,   DECEMBER 31,        DECEMBER 31,
                                      2001          2000                 2001
                                  -----------    -----------       -----------------
<S>                               <C>            <C>               <C>
Expenses:
  General and administrative         $36,509         80,401               376,999
                                  -----------    -----------       -----------------
    Net loss                        $(36,509)       (80,401)             (376,999)
                                  ===========    ===========       =================
  Basic net loss per share             $0.00          (0.01)
                                  ===========    ===========
  Weighted average common
    shares outstanding             8,500,000      8,500,000
                                  ===========    ===========
</TABLE>




See accompanying notes to financial statements.


                                       3


<PAGE>



                            ZEPPELIN SOFTWARE, INC.
                         (A Development Stage Company)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

                 For the years ended December 31, 2001 and 2000


<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, 1999    8,500,000  $  8,500    102,144     (260,089)       (149,445)
Net loss                           --          --        --        (80,401)        (80,401)
                               ---------  --------  ----------  -----------   -------------
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)
                               =========  ========  ==========  ===========   =============
</TABLE>








See accompanying notes to financial statements.


                                        4

<PAGE>


                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  CUMULATIVE FOR
                                                                                 THE PERIOD FROM
                                                                                 OCTOBER 2, 1998
                                                     YEAR ENDED     YEAR ENDED    (INCEPTION) TO
                                                    DECEMBER 31,   DECEMBER 31,    SEPTEMBER 30,
                                                        2001           2000            2001
                                                    ------------   ------------  -----------------
<S>                                                 <C>             <C>          <C>
Cash flows from operating activities:
  Net loss                                          $  (36,509)        (80,401)        (376,999)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
      Depreciation                                       1,216           1,950            3,775
      Changes in operating assets and liabilities:
        Accounts payable                                36,627          28,576          136,783
        Due to related parties                            (796)         35,191          132,495
                                                    -----------     -----------  -----------------
          Net cash provided by (used in)
            operating activities                           538         (14,684)        (103,946)

Cash flows from investing activities:
  Purchase of equipment                                     --             (70)          (6,158)
                                                    -----------     -----------  -----------------

Cash flows from financing activities:
  Proceeds from common stock subscriptions                  --              --            8,000
  Proceeds from issuance of common stock                    --              --          125,000
  Payments for expenses preparatory to an
    offering of the Company's common stock                  --              --          (22,356)
                                                    -----------     -----------  -----------------
      Net cash provided by financing activities             --              --          110,644
                                                    -----------     -----------  -----------------
      Net increase (decrease) in cash                      538         (14,754)             540

Cash at beginning of period                                  2          14,756               --
                                                    -----------     -----------  -----------------
Cash at end of period                               $      540               2              540
                                                    ===========     ===========  =================
</TABLE>



See accompanying notes to financial statements.

                                        5



<PAGE>


                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  CORPORATE ORGANIZATION

          Zeppelin Software, Inc. (the "Company") is a Delaware Corporation
          formed October 2, 1998. The Company develops digital microwave
          products, including an ultra-high bandwidth digital microwave radio.

          The Company is currently in its development stage and has expended a
          substantial amount of funds to date. At December 31, 2001, the Company
          had a stockholders' deficit of $266,355. 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.

     (b)  CASH AND CASH EQUIVALENTS

          The Company considers all highly liquid investments with an original
          maturity of three months or less to be cash equivalents.

     (c)  EQUIPMENT

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

     (d)  BASIC LOSS PER SHARE

          Basic loss per share is based on the weighted average number of common
          shares outstanding during each period. Common stock options were not
          considered in the calculation since they would reduce the loss per
          share.





                                       6
<PAGE>


                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (e)  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.


     (f)  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.


     (g)  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 assets
          and liabilities at the date of the financial statements, and the
          reported amounts of revenues and expense during the reporting period.
          Actual results could differ from those estimates.


     (h)  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, and due to related
          parties. Fair values were assumed to approximate carrying values for
          these financial instruments since they are short-term in nature or
          they are payable on demand.



                                       7
<PAGE>

                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     (i)  STOCK-BASED COMPENSATION

          The Company accounts for compensation cost related to 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.


(2)  EQUIPMENT

     Equipment consisted of the following at December 31, 2001:

          Office equipment                   $ 6,158
          Less accumulated depreciation       (3,775)
                                             -------
                                             $ 2,383
                                             =======


     For the years ended December 31, 2001 and 2000, depreciation expense
     amounted to $1,216 and $1,950, respectively. The Company has reviewed its
     long-lived assets for impairment and has determined that no adjustments to
     the carrying value of long-lived assets are required.


(3)  TRANSACTIONS WITH AFFILIATES

     The Company receives consulting services from a company affiliated through
     common management. Consulting fees totaled $0 and $45,000 for the years
     ended December 31, 2001 and 2000, respectively. Additionally, 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, 2001,
     amounts due to members of the Board of Directors totaled $43,927 and
     amounts due to former shareholders totaled $88,568.





                                       8
<PAGE>

                             ZEPPELIN SOFTWARE, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


(4)  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 after the grant date.

     During the year ended December 31, 1999, the Board of Directors of the
     Company granted stock options to two directors of the Company. The
     directors were granted a combined 125,000 stock options with an exercise
     price of $1.00. During the year ended December 31, 2001, the Company
     granted an additional 800,000 stock options with an exercise price of $1.00
     to other directors. These 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 rate of 6%,
     dividend yield of 0%, volatility factors of the expected market price of
     the Company's stock of 0%, and the expected life of an option of five
     years. The weighted fair value at the date of grant for options granted
     during the year ended December 31, 2001 and 1999 was $0.00 per share.
     During the year ended December 31, 2000, no options were granted,
     exercised, forfeited, or expired.

     As of December 31, 2001 and 2000, 925,000 and 125,000 stock options,
     respectively, were outstanding with a weighted-average exercise price of
     $1.00 and weighted-average remaining contractual lives of approximately
     3.87 and 3.33, respectively. As of December 31, 2001 and 2000, 85,938 and 0
     stock options, respectively, were exercisable at a weighted average
     exercise price of $1.00.

     No stock-based compensation costs were charged to operations for the years
     ended December 31, 2001 and 2000.





                                       9
<PAGE>




                                   PART III.

ITEM 8. 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
-----                              ---         --------

Ken Thorpe                         47          Director, President

Matt Krzyczkowski                  62          Director, Vice-President

Dr. Jack McKinley Wilson,          68          Director

Donald J. Cheney                   58          Director, Secretary and Treasurer


CURRENT OFFICERS, DIRECTORS AND KEY EMPLOYEES

Ken Thorpe. Currently, 25% and once funded,100%. Mr. Thorpe has 30 years of
telecommunications industry experience with both established companies such as
BC Tel and newer market entries, primarily in the sales and marketing area. He
is currently employed as a Senior Account Manager for Bell Nexxia Carrier
Services a member of the BCE Group of Companies. Prior to joining Bell in 1999
he was President and majority shareholder of Varicom Network Technologies , a
telecommunications company focussed in the marketing, design, engineering and
implementation of Microwave and Fibre optic digital transmission systems.

Matt Krzyczkowski. Currently, 25% and once funded, 100%. Mr. 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.


<PAGE>


Jack McKinley Wilson, currently 25% or his time, and once funded, 25%, 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. Upon additional funding, Mr. Cheney will devote
approximately 100% of his time to the business of the Company. From 1971 to
1998, Mr. Cheney has been employed as a school teacher at Federal Way School
District #210 in Federal Way, Washington. Mr. Cheney attended La Verne College,
graduating with a B.A. Degree in 1965. Mr. Cheney has since retired from
teaching.

         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.

         In June of 2000, Scott Lee Kostiuk sold 2,000,000 shares of Zeppelin
Software, Inc. stock to Hermann Peter Orth and Carolyn Joyce Kostiuk sold
2,000,000 shares of stock to Barbara Eisenger and did not file Form 4 with the
Securities Commission, nor did Hermann Peter Orth or Barbara Eisenger file
Form 3 with the Commission indicating their ownership.


ITEM 9. 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 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.



<PAGE>

<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>
K. Thorpe, President       2001           $ 0           - 0 -            N/A               N/A             N/A
                           2000           $ 0           - 0 -            N/A               N/A             N/A
                           1999           $ 0           - 0 -            N/A               N/A             N/A
</TABLE>

<TABLE>
<CAPTION>
                              AGGREGATED OPTION EXERCISES IN LAST FISCAL
                              YEAR AND FISCAL YEAR END OPTION VALUE TABLE
                              -------------------------------------------
                                                          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 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth certain information as of December 31,
2001 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 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.


<PAGE>


                                        AMOUNT AND NATURE OF
NAME, POSITION, AND ADDRESS (1)         BENEFICIAL OWNERSHIP    PERCENT OF CLASS
-------------------------------         --------------------    ----------------
Ken Thorpe                                     400,000(2)              4.7%
President and Director
Matt Krzyczkowski                              400,000(3)              4.7%
Director and Vice President
Dr. Jack McKinley Wilson                        25,000(4)              0.3%
Director
Donald J. Cheney                             1,125,000(5)             13.2%
Secretary, Treasurer and Director
Paul Minichiello (6)                         3,000,000                35.3%
Barbara Eisinger (7)                         2,025,000                23.8%
Hermann Orth (8)                             2,000,000                23.5%
All Directors and Officers as a Group        1,950,000                22.9%

(1)  The address for the executive officers and directors of the Company is 7061
     Dunraven Lane S.W., Port Orchard, WA 98367.
(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.
(3)  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.
(4)  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.
(5)  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 $1.00 per share.
(6)  64 Laurie Crescent, West Vancouver, BC, V7S 1B7, Canada.
(7)  #9, 233 East 6th Avenue, North Vancouver, BC, V7L 1P4, Canada.
(8)  2452 Marine Drive, West Vancouver, BC, V7V 1L1, Canada.


ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.  SUBJECT TO NOTES TO FINANCIALS.

Item 12. EXHIBITS, LISTS AND REPORTS ON FORM 8-K.

(a)(1)   Financial Statements:
         --------------------

         The following Financial Statements of the Company are included in Part
II, Item 7 of this report.

         Independent Auditors Report

         Balance Sheet at December 31, 2001


<PAGE>


         Statements of Operations cumulative for the period from October 2,
          1998 (inception) to December 31, 2001 and 2000.

         Statement of Stockholders' Deficiency cumulative for the period from
          October 2, 1998 (inception) to December 31, 2001 and 2000.

         Statements of Cash Flows cumulative for the period from October 2, 1998
          (inception) to December 31, 2001 and 2000.

         Notes to Financial Statements

(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 and 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 +

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

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

(b)      Reports on Form 8-K:
         -------------------

         The Company did not file any reports on Form 8-K during the fourth
quarter ended December 31, 2001.






<PAGE>


                                   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 SOFTWARE, INC.


By: /s/ Ken Thorpe
    ------------------------------                   February 19, 2002
     Director, President

   /s/ Donald J. Cheney
    ------------------------------                   February 19, 2002
     Secretary/Treasurer/Director



           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\ Ken Thorpe
-------------------------------------
    Ken Thorpe
    Director and President                           Date: February 19, 2002


\s\ Donald J. Cheney
-------------------------------------
    Donald J. Cheney
    Director, Secretary and Treasurer                Date: February 19, 2002


\s\ Matt Krzyczkowski
-------------------------------------
    Matt Krzyczkowski
    Director                                         Date: February 19, 2002


\s\ Jack McKinley Wilson
-------------------------------------
    Jack McKinley Wilson
    Director                                         Date: February 19, 2002