SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


  [ X ] ANNUAL  REPORT UNDER SECTION 13 OR  15(d)  OF THE  SECURITIES
        EXCHANGE  ACT OF  1934  For  the fiscal year ended  December  31, 2003.


 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 For the transition period
                  from _______________________ to _____________


                        Commission File Number 000-26373


                              ZEPPELIN ENERGY INC.
                 (Name of small business issuer in its charter)


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


                             BANKERS HALL WEST TOWER
                          888 3rd STREET SW, 10th FLOOR
                    (address of principal executive offices)


                                     T2P 5C5
                                   (Zip Code)


                    Issuer's telephone number (403) 444-6901


         Securities registered under Section 12(b) of the Exchange Act: NONE


        Securities  registered  under  Section  12(g)  of  the Exchange Act:
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE


 Check  whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the  Exchange Act during the past 12 months (or for such shorter
 period that  the registrant was required to file such reports), and(2) has been
 subject to such filing requirements for the past 90 days. [X] Yes [ ] No


 Check  if there is no disclosure  of delinquent  filers in response to Item 405
 of  Regulation  S-B is not contained in this form,  and no  disclosure  will be
 contained, to  the  best of  registrant's  knowledge,  in  definitive  proxy or
 information   statements  incorporated   by  reference  in  Part  III  of  this
 Form 10-KSB or any amendment to this Form 10-KSB. [X]

             Issuer's revenues for its most recent fiscal year. $0.


As of March 24, 2004, the aggregate market value of the voting and non-voting
common equity held by non-affiliates (assuming that the issuer's only affiliates
are its officers, directors and 10% or greater stockholders) computed by
reference to the price at which the common equity was sold, or the average bid
and asked price of such common equity, was $264,900

As of March 20, 2004, the number of shares outstanding of the issuer's common
shares, was 8,520,000


                    Documents incorporated by reference: None


    Transitional Small Business Disclosure Format (Check one): [ ] Yes [X] No


<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                             <C>
PART 1
  Item 1     DESCRIPTION OF BUSINESS                                            3
  Item 2.    DESCRIPTION OF PROPERTY                                            5
  Item 3.    LEGAL PROCEEDINGS                                                  5
  Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                5
  Item 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS           5
  Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          6
  Item 7.    FINANCIAL STATEMENTS                                               8
  Item 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE                                           20
  Item 8A.   CONTROLS AND PROCEDURES                                            20
  Item 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                  20

PART III
  Item 10.   EXECUTIVE COMPENSATION                                             21
  Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             AND RELATED STOCKHOLDER MATTERS                                    22
  Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     24
  Item 13.   EXHIBITS AND REPORTS ON FORM 8-K                                   24
  Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES                             24

SIGNATURES                                                                      26
</TABLE>






<PAGE>

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

All  references  in this  prospectus  to "we",  "us",  "our",  "the Company" and
"Zeppelin Energy" are intended to refer to Zeppelin Energy Inc.


FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains  certain  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the  Securities  Exchange Act of 1934.  When used in this  report,  the words
"believe,"  "anticipate,"  "think," "intend," "plan," "expect," "project," "will
be" and  similar  expressions  identify  such  forward-looking  statements.  The
forward-looking statements included herein are based on current expectations and
assumptions  that involve a number of risks and  uncertainties.  Such statements
regarding future events and/or the future  financial  performance of the Company
are subject to certain risks and uncertainties, such as delays in the completion
or release of products, the availability of financing,  the achievement of sales
assumptions as projected,  the risk of war,  terrorism and similar  hostilities,
the possible lack of consumer appeal and acceptance of products  released by the
Company,   fluctuations  in  demand,  that  competitive  conditions  within  the
Company's  markets will not change  materially or adversely,  that the Company's
forecasts will accurately  anticipate market demand,  and the risks discussed in
"Factors Affecting Future  Performance",  which could cause actual events or the
actual   future   results  of  the  Company  to  differ   materially   from  any
forward-looking  statement.   Assumptions  relating  to  the  foregoing  involve
judgments with respect to, among other things, future economic,  competitive and
market conditions,  and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the
forward-looking  statements are  reasonable,  the business and operations of the
Company are subject to substantial risks that increase the uncertainty  inherent
in the  forward-looking  statements.  In  light  of the  significant  risks  and
uncertainties  inherent in the  forward-looking  statements included herein, the
inclusion of such statements  should not be regarded as a representation  by the
Company or any other person that the objectives and plans of the Company will be
achieved.


(a) Business Development.

Zeppelin Energy Inc., a development stage company  incorporated in October 1998,
has its  principal  offices at Bankers  Hall West Tower 888 3rd Street SW,  10th
Floor,  Calgary AB T2P 5C5,  Canada.  The  telephone  number is (403)  444-6901.
Through   December  31,  2003,  the  Company  has  generated  no  revenues  from
operations.

Formerly Zeppelin Software, Inc., the Company's name was changed on
December 13, 2002.


(b) Business of 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.

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.

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.

<PAGE>

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.

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 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.

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.

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.  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 EXPENDITURE OVER THE LAST TWO FISCAL YEARS

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.


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.

EMPLOYEES

Currently,  the  Company  does not have any  employees,  except for our  current
officers.  All of the officers  are employed on a part time basis,  and none are
currently  paid a salary,  accruing  salaries,  or  represented  by a collective
bargaining agreement.

<PAGE>

(c) Reports to security holders.

The Company is not required to deliver an annual report to security  holders and
will  not  send  an  annual  report  voluntarily.   The  Company  files  reports
electronically with the Securities and Exchange Commission, namely, Forms 10KSB,
10QSB,  and 8-K. The public may read and copy any materials the Company's  files
with the SEC at the  SEC's  Public  Reference  Room at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the  Public  Reference  Room  by  calling  the  SEC at  1-800-SEC-0330.  The SEC
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements,  and other information  regarding  issuers that file  electronically
with the SEC at: http://www.sec.gov/ The Company's Internet address is:
http://www.zeppelinenergyinc.com/


ITEM 2.  DESCRIPTION OF PROPERTY.

(a) The Company's  offices are provided  currently by Menno Wiebe, the company's
President and CEO, and are located at:

         Bankers Hall West Tower
         888 3rd Street SW, 10th Floor
         Calgary AB T2P 5C5
         Canada

(b) Investment Policies.

The Company has no policy on  investments  in real estate or  interests  in real
estate,  investments in real estate mortgages,  or securities of or interests in
persons primarily engaged in real estate activities.

(c) Description of Real Estate and Operating Data.

The Company does not hold or intend to acquire or lease any real estate.


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.

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of 2003, through solicitation of proxies or otherwise.


PART II.

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

The Company's common stock is traded on the NASD Over-the-Counter Bulletin Board
System under the symbol "ZEPE.OB". The high and low bid information reflected in
the table below  represents  the range of high and low bids for the common stock
for each  quarter  within  the last two fiscal  years.  The  quotations  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

         QUARTER ENDED                      LOW PRICE         HIGH PRICE
         -------------                      ---------         ----------
         March 31, 2002                     n/a *             n/a *
         June 30, 2002                      $0.90             $1.60
         September 30, 2002                 $1.10             $2.00
         December 31, 2002                  $1.15             $2.00
         March 31, 2003                     $1.05             $2.40
         June 30, 2003                      $0.26             $1.20
         September 30, 2003                 $0.50             $1.55
         December 31, 2003                  $0.40             $1.30

         * The Company started trading May 7, 2002.

         (Source: FT Interactive Data)

As of December 31, 2003,  there were  approximately  76 holders of record of the
Company's common stock.

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  that it may
realize in the foreseeable future to finance its operations.

The  following  table sets forth the  information  as at December  31, 2003 with
respect to compensation plans (including individual  compensation  arrangements)
under which equity securities of the Company are authorized for issuance:

<PAGE>

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        future issuance under
                                warrants and rights          rights                       equity compensation plans
                                                                                          (excluding securities
                                                                                           reflected in column (a))

                                 (a)                          (b)                         (c)
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                          <C>
Equity compensation plans       0                            0                            0
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation plans not   925,000                      $2.30                        75,000
approved by security holders
----------------------------------------------------------------------------------------------------------------------
Total                           925,000                      $2.30                        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.


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

PLAN OF OPERATION

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 2004. The Company
will also use various  debt  instruments  as well as public  offerings  to raise
needed  capital  during  2004.  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  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.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

                                            2003              2002
                                            ----              ----

TOTAL CURRENT ASSETS                        0                 237
TOTAL CURRENT LIABILITIES                   370,457           332,926

WORKING CAPITAL DEFICIENCY                  (370,457)         (332,689)

The working  capital  deficiency  increased by $37,768 from December 31, 2002 to
December 31, 2003. Cash decreased by $237 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 2004. The Company will also use various debt instruments as
well as public offerings to raise needed capital during 2004.  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  decreased  from $65,167 to
$58,935,  a decrease of $6,232 or 9.56% over 2002.  General  and  administrative
expenses represent office expenses, consulting and professional fees.


NET LOSS

The Company's net loss  decreased from $65,167 in 2002 to $58,935 in 2003 due to
the decrease in general and administrative expenses incurred during the year. At
December 31, 2003, the Company had a stockholders' deficit of $370,457.

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 2002 and 2003 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

In January 2003, the FASB issued FASB  Interpretation  No. 46,  Consolidation of
Variable Interest Entities,  an interpretation of Accounting  Research Bulletins
("ARB") No. 51,  Consolidated  Financial  Statements  ("FIN 46"). FIN 46 applies
immediately to variable interest entitles created after January 31, 2003, and in
the first interim  period  beginning  after June 15, 2003 for variable  interest
entities created prior to January 31, 2003. The  interpretation  explains how to
identify variable interest entities and how an enterprise  assesses its interest
in a variable interest entity to decide whether to consolidate that entity.  The
interpretation requires existing unconsolidated variable interest entities to be
consolidated by their primary  beneficiaries  if the entities do not effectively
disperse  risks  among  parties   involved.   Variable  interest  entities  that
effectively  disperse risks will not be consolidated unless a single party holds
an interest or combination of interests that  effectively  recombines risks that
were previously  dispersed.  The adoption of FIN 46 did not affect the Company's
financial position or results of operations.


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.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS


Independent Auditor's Report


Financial Statements:

       Balance Sheet at December 31, 2003

       Statements of Operations  for the years ended December 31, 2003 and 2002,
       and the cumulative development period from October 2, 1998 (inception) to
       December 31, 2003.

       Statements of Cash Flows for the years ended  December 31, 2003 and 2002,
       and the cumulative development period from October 2, 1998 (inception) to
       December 31, 2003.

       Statement of Stockholders'  Deficit for the years ended December 31, 2003
       and 2002,  and the  cumulative  development  period from  October 2, 1998
       (inception) to December 31, 2003.


Notes to Financial Statements

<PAGE>


                          Independent Auditor's Report
                          ----------------------------

To the Board of Directors and
   Stockholders of Zeppelin Energy Inc.


We have  audited the  accompanying  balance  sheet of Zeppelin  Energy  Inc.,  a
development  stage  company,  (the  "Company") as of December 31, 2003,  and the
related statements of operations,  stockholders' deficit, and cash flows for the
years ended December 31, 2003 and 2002, and for the cumulative development stage
from  October  2,  1998  (inception)  to  December  31,  2003.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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, 2003,  and the results of its operations and its cash flows for the
years ended December 31, 2003 and 2002, and for the cumulative development stage
from  October 2, 1998  (inception)  to December  31, 2003,  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 29, 2004

<PAGE>


                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                                  Balance Sheet

                                December 31, 2003


                                     Assets
                                     ------
Assets                                                         $             -
                                                                ==============

                      Liabilities and Stockholders' Deficit
                      -------------------------------------

Current liabilities:
     Accounts payable                                          $       201,870
     Due to related parties                                            138,458
     Loan payable                                                       25,000
     Accrued expenses                                                    5,129
                                                                --------------

        Total current liabilities                                      370,457

 Stockholders' deficit:
      Preferred stock, $.001 par value, 5,000,000 shares
         authorized, none issued                                             -
      Common stock, $.001 par value, 95,000,000 shares
         authorized, 8,520,000 shares issued and outstanding             8,520
      Additional paid-in capital                                       122,124
      Deficit accumulated during the development stage                (501,101)
                                                                --------------

         Total stockholders' deficit                                  (370,457)
                                                                --------------

        Total liabilities and stockholders' deficit            $             -
                                                                ==============



See accompanying notes to the financial statements

                                       2

<PAGE>


                              ZEPPELIN ENERGY 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,
                                   2003            2002            2003
                               -----------     -----------     ------------
<S>                           <C>             <C>             <C>

Expenses:
  General and administrative   $    58,935          65,167          501,101
                                ==========     ===========     ------------

    Net loss                   $   (58,935)        (65,167)        (501,101)
                                ==========     ===========     ============

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

   Weighted average common
     shares outstanding          8,508,384       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 period from inception (October 2, 1998) to December 31, 2003

<TABLE>
<CAPTION>

                                                                                               Deficit
                                           Common stock            Common stock              accumulated
                                              issued                subscribed    Additional  during the                   Total
                                      ---------------------   --------------------- paid-in  development  Subscription stockholders'
                                        Shares      Amount      Shares      Amount  capital        stage    receivable    deficit
                                      ---------    --------   ---------    --------  --------    -------      -------    -------
<S>                               <C>              <C>        <C>          <C>       <C>       <C>           <C>        <C>

Inception (October 2, 1998)        $          -           -           -           -         -          -            -          -

Issuance of common stock              2,000,000       2,000           -           -         -          -            -      2,000

Issuance of common stock
  subscriptions                               -           -   6,000,000       6,000         -          -       (5,488)       512

Net loss                                      -           -           -           -         -       (426)           -      (426)
                                      ---------   ---------   ---------    --------  --------    --------     -------     ------
Balances, December 31, 1998           2,000,000       2,000   6,000,000       6,000         -       (426)      (5,488)     2,086

Issuance of stock to subscribers      6,000,000       6,000  (6,000,000)     (6,000)        -          -        5,488      5,488

Issuance of common stock through
  Regulation D offering                 500,000         500           -           -   102,144          -            -    102,644

Net loss                                      -           -           -           -         -   (259,663)           -   (259,663)
                                      ---------    --------   ---------    --------  --------   --------      -------    -------
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)

Net loss                                      -           -           -           -         -    (65,167)           -    (65,167)
                                      ---------    --------   ---------    --------  --------   --------     --------   ---------
Balances, December 31, 2002           8,500,000       8,500           -           -   102,144   (442,166)           -   (331,522)

Issuance of common stock                 20,000          20           -           -    19,980          -            -     20,000

Net loss                                      -           -           -           -         -    (58,935)           -    (58,935)
                                      ---------    --------   ---------    --------  --------   --------     --------   ---------
Balances, December 31, 2003        $  8,520,000       8,520           -           -   122,124   (501,101)           -   (370,457)
                                      =========    ========   =========    ========  ========   ========     ========   =========
</TABLE>

See accompanying notes to the financial statements

                                       4

<PAGE>



                              ZEPPELIN ENERGY 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,         December 31,
                                                                    2003               2002                2003
                                                               ------------       -------------         ------------
<S>                                                          <C>                  <C>                  <C>
Cash flows from operating activities:
  Net loss                                                    $    (58,935)            (65,167)            (501,101)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
      Depreciation                                                   1,167               1,216                6,158
      Changes in liabilities:
      Accounts payable                                              50,204              14,980              201,870
      Accrued expenses                                                  16               5,016                5,129
                                                               -----------        -------------         ------------
        Net cash used in operating activities                       (7,548)            (43,955)            (287,944)

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                                     58,147              97,178              288,616
  Payments to related parties                                      (50,836)            (98,526)            (150,158)
  Proceeds from common stock subscriptions                               -                   -                8,000
  Proceeds from issuance of common stock                            20,000                   -              145,000
  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 financing activities                    7,311              43,652              294,102
                                                               -----------        ------------          ------------
        Net decrease in cash                                          (237)               (303)                   -

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

</TABLE>


See accompanying notes to the financial statements

                                       5

<PAGE>

                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2003 and 2002



(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, 2003,  the
              Company had a stockholders' deficit of $370,457. 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)      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.

     (c)      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.  The
              utilization of such net operating loss may be severely limited due
              to past and future changes in control, including stock issuances.

     (d)      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  years 1999 and 1998.  The Company  issued
              500,000  shares of common stock for cash during  fiscal year 1999,
              through a Confidential  Offering  Circular pursuant to Rule 504 of
              Regulation D of the  Securities  Act of 1933. The remainder of the
              outstanding shares were issued for cash during fiscal year 2003.

     (e)      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

       (f)    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,  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.

       (g)    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.

              The  Company  has  adopted  the   disclosure-only   provisions  of
              Statement of Financial  Accounting  Standards No. 123,  Accounting
              for  Stock-Based  Compensation,   ("SFAS  123").  Accordingly,  no
              compensation costs has been recognized for the stock option plans.

              No  stock-based  compensation  costs were  charged  to  operations
              during the years ended December 31, 2003 and 2002.

       (h)    Recent Accounting Pronouncements

              In January 2003, the Financial  Accounting  Standards Board,  (the
              "FASB")  issued FIN No. 46,  "Consolidation  of Variable  Interest
              Entities,"  ("FIN  46").  FIN  46  clarifies  the  application  of
              Accounting  Research  Bulletin  No.  51,  "Consolidated  Financial
              Statements",  to certain entities in which equity investors do not
              have the characteristics of a controlling financial interest or do
              not have  sufficient  equity at risk for the entity to finance its
              activities without additional  subordinated financial support from
              other parties.  FIN 46 applies  immediately  to variable  interest
              entities  (VIE's)  created after January 31, 2003, and to variable
              interest entities in which an enterprise obtains an interest after
              that date.  It applies in the first fiscal year or interim  period
              beginning  after June 15, 2003, to variable  interest  entities in
              which an  enterprise  holds a variable  interest  that it acquired
              before February 1, 2003.

              The  Company  has not  identified  any  VIE's  for which it is the
              primary beneficiary or has significant involvement.


                                       8

<PAGE>

(1)    Summary of Significant Accounting Policies, Continued

       (h)    Recent Accounting Pronouncements, Continued

              In December  2003,  the FASB  issued FIN No. 46 (revised  December
              2003), "Consolidation of Variable Interest Entities," ("FIN 46-R")
              to address  certain FIN 46  implementation  issues.  The effective
              dates and impact of FIN 46 and FIN 46-R are as follows:

                  (i) For special  purpose  entities  (SPE's)  created  prior to
                  February 1, 2003, the Company must apply either the provisions
                  of FIN 46 or early adopt the provisions of FIN 46-R at the end
                  of the first interim or annual  reporting  period ending after
                  December 15, 2003.

                  (ii) For  non-SPE's  created  prior to February  1, 2003,  the
                  Company is  required to adopt FIN 46-R at the end of the first
                  interim or annual  reporting  period  ending  after  March 15,
                  2004.

                  (iii)  For all  entities,  regardless  of whether a SPE,  that
                  were created subsequent to January 31, 2003, the provisions of
                  FIN 46 were  applicable  for  variable  interests  in entities
                  obtained  after  January 31, 2003.  The Company is required to
                  adopt  FIN  46-R at the end of the  first  interim  or  annual
                  reporting period ending after March 31, 2004.

              The adoption of the  provisions  applicable to SPE's and all other
              variable  interests obtained after January 31, 2003 did not have a
              material impact on the Company's financial statements. The Company
              is currently evaluating the impact of adopting FIN 46-R applicable
              to  non-SPE's  created  prior to  February  1, 2003,  but does not
              expect a material impact.

       (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)      Depreciation

       For the years  ended  December  31, 2003 and 2002,  depreciation  expense
       amounted to $1,167 and $1,216, respectively.

                                       9

<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, 2003, 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, 2003
       and 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, 2003, amounts due to current and former members of the Board
       totaled $138,458.  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 2, 5, and 10 years  from the date of grant or upon
       termination of employment, retirement, or death.

                                       10

<PAGE>


                              ZEPPELIN ENERGY INC.
                          (A Development Stage Company)

                          Notes to Financial Statements


(5)    Stock Option Plan, Continued

       As of December 31, 2003 and 2002,  925,000 and 1,325,000  stock  options,
       respectively,  were outstanding with a weighted-average exercise price of
       $2.30 and $1.91, respectively, and weighted-average remaining contractual
       lives of 2.06 and 3.31 years,  respectively.  As of December 31, 2003 and
       2002, 625,000 and 229,383 stock options,  respectively,  were exercisable
       at a  weighted  average  exercise  price of $1.00.  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. No options were  exercised or
       expired  during  2002.  During  the year  ended  December  31,  2003,  an
       additional  400,000  nonqualified  stock options were  forfeited upon the
       resignation of a Company executive.  No options were granted,  exercised,
       or expired during 2003.

       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% in
       2003 and 2002; dividend yield of 0% in 2003 and 2002;  volatility factors
       of the  expected  market price of the  Company's  stock of 0% in 2003 and
       2002;  and the expected life of an option of five years in 2003 and 2002.
       The  weighted  fair value at the date of grant for  options  granted  was
       $0.00 per share.










                                       11

<PAGE>


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

None


ITEM 8A. CONTROLS AND PROCEDURES.

Our principal  executive  officer and principal  financial officer evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(c)  under the  Securities  Exchange Act of 1934, as
amended)  as of the end of the  period  covered  by this  report.  Based on this
evaluation,  the Company's  principal  executive officer and principal financial
officer have concluded that the Company's  controls and procedures are effective
in providing  reasonable assurance that the information required to be disclosed
in this report has been recorded,  processed,  summarized and reported as of the
end of the period covered by this report.

During the period  covered by this report,  there have not been any  significant
changes in our internal  controls or, to our  knowlkedge,  in other factors that
could significantly affect our internal controls.


PART III.

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

The Board of Directors is comprised of only one class. 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.

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

Names                               Age   Position
------                              ---   -------------------------------------

Menno Wiebe                         55    Chairman of the Board, President & CEO

Dennis W. Mee                       60    Director, Secretary & Treasurer & CFO

Dr. Jack McKinley Wilson,           70    Director

John N. Chigbu                      45    Director


CURRENT OFFICERS, DIRECTORS AND KEY EMPLOYEES

Menno  Wiebe has served as a Director, President and CEO since January 2004. Mr.
Wiebe earned a BSc (Hons) Geology Degree from University of Manitoba 1970, and a
MBA  in  1993  from  The  University  of  Warwick, England. An international oil
industry  consultant, from 1999 to 2001,  Mr.  Wiebe  served  as CEO of Pertacal
Energy Inc., an oil and gas company. From 1991 to 1999, he  served as  President
and General Manager of Hall-Houston Malaysia, an oil exploration and development
company and  subsidiary  of  Hall-Houston  Oil  Company, Inc.  Mr. Wiebe  was  a
director of Pertacal Energy Inc. from 1999 to 2001.

Dennis Mee  has served as a Director since September 2002, as CFO since February
2003,  and Secretary  &  Treasurer  since January 2004.   A Chartered Accountant
(C.A.), Mr. Mee received the degree while working at  the  offices of  KPMG. Mr.
Mee has a Bachelor of Commerce (honors), is a member of both the  BC and Ontario
Institute  of  Chartered  Accountants,  and  is  a  member of F.E.I.  (Financial
Executives Institute). From 1996 to 2002,  Mr.  Mee was the CFO  of  Essentially
Yours Investors, a distributor of health products. He was a director  of Alantra
Ventures,  a  holding company  for a telecommunications firm, from 2001 to 2002.
Since 2003, Mr.  Mee has been a director of  Global Wireless  Satellite Networks
(USA), Inc., a company listed on the OTC Bulletin Board. Since 2002. Mr. Mee has
been a director of Med-A-Globe International Communications, Inc., a facilitator
of  medical and educational  services and  Global. Wireless Satellite  Networks,
Inc., a satellite telecommunication company.

Jack McKinley Wilson has served as a Director of the Company since the inception
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.

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. Mr.
Chigbu  is  currently  a partner at the Law Offices of Awad & Chigbu, LLP in the
San Francisco Bay area.

<PAGE>

AUDIT COMMITTEE

The  Company's  board  of  directors  has determined that it does have an "audit
committee financial expert" serving on its board  of directors, namely Dennis W.
Mee. Mr. Mee is  not independent and the  board  of directors  does  not  have a
separately  designated  audit  committee,  or  committee  performing  similar
functions.

NOMINATING COMMITTEE

The  Company  has not  established  procedures  by which  security  holders  may
recommend  nominees to the board of  directors  nor does the board of  directors
have a separately  designated  nominating  committee,  or  committee  performing
similar functions.

The Company's board of directors does not have a process for security holders to
send  communications to the board of directors.  The board of directors believes
the Company's  limited size and current  level of activity  render such a formal
process cumbersome and unnecessary.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
executive  officers,  directors,  and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
with  the  Securities  and  Exchange  Commission  ("SEC")  and  NASD.  Executive
officers,  directors,  and greater than ten-percent stockholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file.

Based  solely  upon a review of Forms 3 and  Forms 4  furnished  to the  Company
during the most recent fiscal year,  and Forms 5 with respect to its most recent
fiscal  year,  we believe that all such forms  required to be filed  pursuant to
Section  16(a) of the  Exchange  Act were timely  filed,  as  necessary,  by the
officers,  directors and security  holders  required to file the same during the
fiscal year ended December 31, 2003, except that Mr. Paul Minichiello  failed to
file a Form 3 upon his  acquisition  of four  million  common  shares in October
2003. No explanation has been given.


CODE OF ETHICS

The  Company  has not  adopted a code of ethics  that  applies to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or persons performing  similar functions.  The Company believes its
limited size,  resources,  and current level of activity render a code of ethics
cumbersome and unnecessary.


ITEM 10. EXECUTIVE COMPENSATION.

The following table summarizes all  compensation  awarded to, earned by, or paid
to the chief  executive  officer  of the  Company  and other  executive  officer
(collectively,  the "Named  Executive  Officers")  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.


Summary Compensation Table

<TABLE>
<CAPTION>
                                                          Long Term Compensation
                       Annual Compensation                Awards                         Payouts
Name and        Year   Salary    Bonus  Other Annual      Restricted     Securities      LTIP       All Other
Principle              ($)       ($)    Compensation ($)  Stock          Underlying      Payouts    Compensation ($)
Position                                                  Award(s) ($)   Options/SARs    ($)
                                                                         (#)
--------------------------------------------------------------------------------------------------------------------
<S>             <C>   <C>       <C>    <C>               <C>            <C>             <C>        <C>
Thorpe,         2003   0         0      0                 0              0               0          0
President (1)   2002   0         0      0                 0              0               0          0
                2001   0         0      0                 0              400,000         0          0

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

Hennessy,       2003   0         0      0                 0              0               0          0
President (2)   2002   0         0      0                 0              200,000         0          0
                (3)    0         0      0                 0              0               0          0

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

Cheney,         2003   0         0      0                 0              0               0          0
Secretary &     2002   0         0      0                 0              100,000         0          0
Treasurer (2)   2001   0         0      0                 0              0               0          0

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

Mee,            2003   0         0      0                 0              0               0          0
CFO             2002   0         0      0                 0              100,000         0          0
                (3)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         (1) Resigned on February 10, 2003
         (2) Terminated subsequent to December 31, 2003.
         (3) Appointed subsequent to December 31, 2001.
         (4) Mee is the beneficial owner of Alpestrine Investments Inc.

<PAGE>

The following  table sets forth  information  concerning  each exercise of stock
options (or tandem SARs) and freestanding SARs during fiscal 2003 by each of the
Named  Executive  Officers  and the value at December  31,  2003 of  unexercised
options and SARs held by the Named Executive Officers:


Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

<TABLE>
<CAPTION>
Name                      Shares Acquired on     Value Realized ($)   Number of Securities      Value of Unexercised
                          Exercise (#)                                Underlying Unexercised    In-the Money
                                                                      Options/SARs at FY-End    Options/SARs at
                                                                      (#)                       FY-End ($)

                                                                      Exercisable/Unexercisable Exercisable/Unexercisable
-------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                  <C>                       <C>

Thorpe                    0                      0                    0                         0/0

-------------------------------------------------------------------------------------------------------------------------
Hennessy                  0                      0                    50,000/150,000            0/0

-------------------------------------------------------------------------------------------------------------------------
Cheney                    0                      0                    200,000/0                 0/0

-------------------------------------------------------------------------------------------------------------------------
Mee                       0                      0                    25,000/75,000             0/0

-------------------------------------------------------------------------------------------------------------------------
</TABLE>

COMPENSATION OF DIRECTORS

There is no arrangement for the compensation of directors.


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

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


REPORT ON REPRICING OF OPTIONS/SARs

During the fiscal year ended  December 31,  2003,  the Company did not adjust or
amend the exercise price of stock options or SARs  previously  awarded to any of
the Named Executive Officers


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

The  following  table sets forth the  information  as at December  31, 2003 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        future issuance under
                                warrants and rights          rights                       equity compensation plans
                                                                                          (excluding securities
                                (a)                          (b)                          reflected in column (a))

                                                                                          (c)
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
Equity compensation plans       0                            0                            0
approved by security holders
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans not   925,000                      $2.30                        75,000
approved by security holders
---------------------------------------------------------------------------------------------------------------------
Total                           925,000                      $2.30                        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>

(a) Security ownership of certain beneficial owners.

The following table sets forth information, as of March 20, 2004, for any person
(including any "group") who is known to the Company to be the  beneficial  owner
of more than five percent of any class of the Company's voting securities:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
(1)                             (2)                          (3)                          (4)
----------------------------------------------------------------------------------------------------------

Title of Class                  Name and                     Amount and                   Percent of Class
                                Address of Beneficial Owner  Nature of Beneficial Owner

----------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                          <C>
Common Shares                   ALX Capital Group, Ltd. (1)  1,830,000                    21.48
                                Condor House, 19 West
                                Street North
                                Nassau, Bahamas


Common Shares                   Paul Minichiello             4,100,000 (2)                48.12
                                64 Laurie Crescent
                                West Vancouver, B.C. V7S
                                1B7


Common Shares                   Victor Nikolaev              830,000                      9.74
                                3101 - 1068 Hornby Street
                                Vancouver, B.C.  V6Z 2Y7


Common Shares                   Igor Rybakov                 915,000                      10.74
                                206 - 1234 Pendrell Street
                                Vancouver, B.C.  V6E 1L6
</TABLE>


(1) Galina Klotchkova is the beneficial owner of ALX Capital Group, Ltd.
(2) Includes 100,000 shares Mr. Minichiello has the right to acquire within
    sixty days from options.


(b) Security ownership of management.

The  following  table sets forth  information,  as of March 20, 2004, as to each
class of equity securities of the Company  beneficially  owned by all directors,
each of the Named Executive  Officers,  and directors and executive  officers of
the  registrant  as a group.  Shown in column (3) is the total  number of shares
beneficially  owned and in column (4) the percent of class so owned.  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>
----------------------------------------------------------------------------------------------------------
(1)                             (2)                          (3)                          (4)

Title of Class                  Name and                     Amount and                   Percent of Class
                                Address of Beneficial Owner  Nature of Beneficial Owner
----------------------------------------------------------------------------------------------------------
<S>                             <C>                         <C>                          <C>
Common Shares                   John Kenneth Thorpe          0                            0
                                10841 Cherry Lane
                                Delta BC V4E 3L7


Common Shares                   William J. Hennessy          0                            0
                                770 Lexington Ave., Suite
                                600
                                New York, NY 10021


Common Shares                   Donald J. Cheney             125,000 (1)                  1.47
                                7061 Dunraven Lane S.W.
                                Port Orchard, WA 98367


Common Shares                   Dennis W. Mee                25,000 (2)                   0.29
                                601 - 15015 Victoria Ave.
                                White Rock, B.C.  V4B 1G2


Common Shares                   Dr. Jack McKinley Wilson     25,000 (3)                   0.29
                                53960 Avenida Montezuma
                                La Quinta, CA  92253


Common Shares                   John N. Chigbu               25,000 (4)                   0.29
                                895 Emerson Street
                                Palo Alto, CA 94301


Common Shares                   Menno Wiebe                   8,000                       0.09
                                310 Garrison Square SW
                                Calgary, AB  T2T 6B3


Common Shares                   Directors and Executive      83,000                       0.97
                                Officers as a group
</TABLE>

<PAGE>

(1)      Includes 100,000 shares Mr. Cheney has the right to acquire within
         sixty days from options.
(2)      Includes 25,000 shares Alpestrine Investments Inc. has the right to
         acquire within sixty days from options.  Mr. Mee is the beneficial
         owner of Alpestrine Investments Inc.
(3)      Includes 25,000 shares Dr. Wilson has the right to acquire within sixty
         days from options.
(4)      Includes 25,000 shares Mr. Chigbu has the right to acquire within sixty
         days from options.


(c) As of March 20, 2004, there are no arrangements  that may result in a change
in control of the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


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

(a) The following exhibits are included herein:

Exhibit  Description
-------  -----------------------------------------------------------------------

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

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

3.3      Amendment  to  Certificate  of  Incorporation  of  the   Company, Inc.
         (incorporated by reference to the Company's Schedule 14C filed on
         November 19, 2002)

4.1      Specimen of Common Stock  Certificate.(incorporated by reference to the
         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  (incorporated  by reference
         to the Company's  Registration Statement on Form 10KSB filed on January
         30, 2002)

10.2     Company's  1998  Non-Qualified   Stock  Option  Plan  (incorporated  by
         reference to the Company's  Registration  Statement on Form 10KSB filed
         on January 30, 2002)

31.1     Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of
         1934.

31.2     Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of
         1934.

32       Certifications  Pursuant  to  Rule 13a-14(b) of the Securities Exchange
         Act of 1934.


(b) Reports on Form 8-K filed during the quarter ended December 31, 2003:

No reports on Form 8-K were filed during the quarter ended December 31, 2003.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The  following  table sets  forth  fees for  services  Tedder,  James,  Worden &
Associates, P.A. provided during fiscal years 2003 and 2002:

                                                     2003             2002
                                                     ------           ------

         Audit Fees (1)                              $12,250          $18,035
         Audit-related fees (2)                      $0               $0
         Tax fees (3)                                $3,330           $4,030
         All other fees (4)                          $0               $0

         Total                                       $15,580          $22,065


(1) Represents fees for  professional  services  provided in connection with the
audit of the  Company's  annual  financial  statements  and review of  Company's
quarterly financial statements.

<PAGE>

(2) During 2003 and 2002, the Company did not incur fees for assurance  services
related to the audit of the Company's financial statements, which services would
be reported in this category.

(3) Represents fees for professional  services and advice provided in connection
with preparation of federal and state tax returns.

(4) During 2003 and 2002,  the  Company did not incur any other fees  related to
the Company's financial statements and other services provided.

Generally,  the board of  directors  approves  in  advance  audit and  non-audit
services to be provided by Tedder,  James,  Worden &  Associates,  P.A. In other
cases, in accordance with Rule 2-01(c)(7) of Securities and Exchange  Commission
Regulation S-X, the board of directors has delegated  pre-approval  authority to
the Company's Secretary & Treasurer for matters which arise or otherwise require
approval  between  regularly  scheduled  meetings  of the  board  of  directors,
provided  that the Secretary & Treasurer  report such  approvals to the board of
directors at the next regularly scheduled meeting of the board of directors.

<PAGE>

SIGNATURES

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


                               ZEPPELIN ENERGY, INC.


      Date:  April 13, 2004    /s/ Menno Wiebe
                               ---------------------------
                               Menno Wiebe
                               President & Chief Executive Officer


      Date:  April 8, 2004     /s/ Dennis W. Mee
                               ---------------------------
                               Dennis W. Mee
                               Secretary & Treasurer and Chief Financial Officer


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


/s/ Menno Wiebe
-------------------------------------
Menno Wiebe, Chairman of the Board                   Date: April 13, 2004



-------------------------------------
John Chigbu, Director                                Date:


/s/ Dennis W. Mee
-------------------------------------
Dennis W. Mee, Director                              Date: April 8, 2004


/s/ Dr. Jack McKinley Wilson
-------------------------------------
Dr. Jack McKinley Wilson, Director                   Date: April 12, 2004

<PAGE>

Exhibit 31.1 Certification Pursuant to Rule 13a-14 of the Securities Exchange
Act of 1934




I, Menno Wiebe, certify that

1. I have reviewed this annual report on Form 10-KSB of Zeppelin Energy, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e))  [omitted in accordance with Section
III.E. of SEC Release No. 34-47986] for the registrant and we have:

         a. designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this annual report is being prepared;

         b. [Omitted in accordance with Section III.E. of SEC Release No.
         34-47986.]

         c. evaluated the effectiveness of the registrant's disclosure  controls
         and procedures and presented in  this report our conclusions  about the
         effectiveness  of  the  disclosure  controls  and procedures, as of the
         end of the period covered by this report  based on such evaluation; and

         d.  disclosed,  if applicable,  in this annual report any change in the
         registrant's  internal  control over financial  reporting that occurred
         during the periods covered by the report that has materially  affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

         a. all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b.  any  fraud, whether  or  not  material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls over financial reporting.


April 13, 2004                                By: /s/ Menno Wiebe
                                              ----------------------------------
                                              Menno Wiebe
                                              Chief Executive Officer, President

<PAGE>

Exhibit 31.2 Certification Pursuant to Rule 13a-14 of the Securities Exchange
Act of 1934



I, Dennis W. Mee, certify that

1. I have reviewed this annual report on Form 10-KSB of Zeppelin Energy, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e))  [omitted in accordance with Section
III.E. of SEC Release No. 34-47986] for the registrant and we have:

         a. designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this annual report is being prepared;

         b. [Omitted in accordance with Section III.E. of SEC Release No.
         34-47986.]

         c. evaluated the effectiveness of the registrant's  disclosure controls
         and procedures and presented in  this report our conclusions  about the
         effectiveness of the disclosure controls and procedures, as of the  end
         of the period covered by this report based on such evaluation; and

         d.  disclosed,  if applicable,  in this annual report any change in the
         registrant's  internal  control over financial  reporting that occurred
         during the periods covered by the report that has materially  affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

         a. all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b. any fraud, whether or not material, that involves management or
         other employees who have a  significant role in the registrant's
         internal controls over financial reporting.


April 8, 2004                               By:/s/ Dennis W. Mee
                                            ------------------------------------
                                            Dennis W. Mee
                                            Chief Financial Officer, Secretary &
                                            Treasurer

<PAGE>

Exhibit 32: Certifications Pursuant to Rule 13a-14(b) of the Securities Exchange
Act of 1934




                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the annual report on Form 10-KSB of Zeppelin  Energy,  Inc.
(the  "Company")  for the period  ended  December  31,  2003,  as filed with the
Securities  and Exchange  Commission  as of the date hereof (the  "Report"),  I,
Menno Wiebe, Chief Executive  Officer of Zeppelin  Energy,  Inc., and I, Dennis
W. Mee,   Chief  Financial  Officer of Zeppelin  Energy,  Inc.,  hereby certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934, as amended; and

(2) the  information  contained in the Report fairly  presents,  in all material
respects,  the financial condition and results of operations of Zeppelin Energy,
Inc.


April 13, 2004                               By:      /s/ Menno Wiebe
                                             -----------------------------------
                                             Menno Wiebe
                                             Chief Executive Officer, President


April 8, 2004                               By:     /s/ Dennis W. Mee
                                            ------------------------------------
                                            Dennis W. Mee
                                            Chief Financial Officer, Secretary &
                                            Treasurer


A signed  original of this written  statement  required by Section 906, or other
documentation authenticating, acknowledging, or otherwise adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement  required by Section 906, has been provided to Zeppelin  Energy,  Inc.
and will be retained by Zeppelin  Energy,  Inc. and furnished to the  Securities
and Exchange Commission or its staff upon request.

This  certification  "accompanies"  the Annual Report on Form 10-KSB to which it
relates, is not deemed filed with the Securities and Exchange Commission, and is
not to be  incorporated  by reference into any filing of Zeppelin  Energy,  Inc.
under the Securities Act of 1933, as amended,  or the Securities Exchange Act of
1934, as amended  (whether made before or after the date of the Annual Report on
Form 10-KSB, irrespective of an general incorporation language contained in such
filing).