FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549



|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended - July 31, 2005
|----- | --------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                 
|OR    |                                                                                                                                 
|      |                                                                                                                                 
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the transition period from       

Commission file number 001-31937

ZEOLITE EXPLORATION COMPANY



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

#16 - 6211 Boundary Drive West
Surrey, British Columbia
Canada V3X 3G7(Address of principal executive offices, including zip code.)

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

|The Registrant is a shell company: | Yes  [   ] | No [X]
|---------------------------------- | ---------- | ------

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

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

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

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



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

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

State issuer's revenues for its most fiscal year July 31, 2005: $ 0.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity. As of November 15, 2005, the value was $ 1,280,000.

State the number of shares outstanding of each of the issuer's classes of common equity, as of November 15, 2005: 6,275,000

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















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PART I

General

We were incorporated in the State of Nevada on May 11, 2001. We are presently exploring for zeolite and trying to determine if we have enough tonnage to be commercially viable. We maintain our statutory registered agent's office at 3110 East Sunset Road, Suite H-1, Las Vegas, Nevada 89120 and our business office is located at at #16 - 6211 Boundary Drive, Surrey, British Columbia, Canada V3X 3G7. Our telephone number is (604) 731-7040. Our offices are located in the home of Alan Brandys and are used rent free.

We are presently exploring for zeolite on the property.

We may not have enough money to complete our exploration of the property. Because we are exploring raw undeveloped land, we do not know how much we will have to spend to find out if there is mineralized material on the property.

Background

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

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

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



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To date we have performed surveying work on the property. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done and a comprehensive evaluation concludes it is economically feasibility to remove the mineralized material. Until we have determined the amount of zeolite and determined if it is economically feasible to remove the zeolite, we cannot determine the remaining steps required before zeolite retrieval can commence.

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

The claims

The property consists of two claims, the Cash 5 and Cash 6 Claim.

The Cash 5 Claim, legal tenure number 359687, was recorded in October 1997 and is renewed each year. The Cash 6 Claim, legal tenure number 381904, was recorded in November 2000 and is renewed each year. Cash 5 and 6 Claim'
s can be renewed by the payment of a fee of CDN$150.00 per year or the performance of work thereon. The claim is a 500 by 500 meter, two post claim.

Location and access

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

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



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Property geology

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

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

Condition of the property

The property is undeveloped but we have continued to conduct nominal mining exploration on the property. There are no mines, open pits or underground workings on the property. There is no power source on the property. We use gasoline powered generators for electricity when we conduct exploration.

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

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

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

Zeolite in general

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

Our proposed exploration program

We are continuing to conduct exploration to determine the amount of zeolite mineral, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed. Our exploration program is designed to economically explore and evaluate our properties.



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We do not claim to have enough minerals reserves whatsoever at this time on any of our properties to be economically viable. At any phase, if we find that we do not have adequate funds to complete a phase, we will suspend our operations and attempt to raise more money so we can proceed. If we cannot raise the capital to proceed we will cease operations until we have sufficient capital.

We commenced a exploration program for zeolite on our property and intend to proceed in the following three phases:

Our company has conducted nominal exploration on our properties the past 4 years due to lack of financial funds to complete Phase 1. We have spent the past 4 years surveying and sampling our properties. We are presently conducting this phase of the exploration process on the property. We expect to continue surveying the property until further notice.

When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims. If an apparent mineralized zone is identified and narrowed down to a specific area by our surveying and testing, we will to begin trenching the area.

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

Phase 1 is still in process and will continue until management determines they have enough geological information to proceed to Phase 2.

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

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

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

Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. This is accomplished through digging extensive pits on the property.



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

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

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

Competitive factors

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

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

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

Regulations

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

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



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

Environmental law

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

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

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

We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

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

Employees

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



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Employees and employment agreements

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

Risks associated with Zeolite Exploration:

1.	Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease operations.   Our auditors have issued a going concern opinion. This means that there is doubt that we can continue as an ongoing business for the next twelve months.

2. 	We lack an operating history and have losses which we expect to continue into the future. If the losses continue we will have to suspend operations or cease operations.   We were incorporated May 11, 2001 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $328,397.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon

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

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

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

4. 	Rain and snow make the road leading to the property impassable during four months of the year. This will delay our proposed exploration operations which could prevent us from generating revenues.  Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause roads leading to the property to be impassible during four months of the year. When roads are impassible, we are unable to work and as a consequence, unable generate revenues.



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5. 	Because our officers and directors will only be devoting 25% of their time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration.   Because our officers and directors will only be devoting 25% of their time to our operations, our operations may be sporadic and occur at times which are convenient to officers and directors. As a result, exploration of the property may be sporadic, interrupted or suspended.

6. 	Because title to the property we intend to explore is held in the name of another person, if he transfers the property to someone other than us, we will cease operations.   Title to the property we intend to explore is not held in our name. Title to the property is recorded in the name of Douglas Hopper. If Mr. Hopper transfers the property to a third person, the third person will obtain good title and we will have nothing. If that happens we will be harmed in that we will not be able to explore the property and we will have to cease operations.

7. 	Because our officers and directors own more than 50% of the outstanding shares, they will be able to decide who will be directors and you may not be able to elect any directors.  Messrs. Brandys and Hopper own 5,000,000 shares and control us. As a result, Messrs. Brandys and Hopper will be able to elect all of our directors and control our operations.

8. 	Because there is no public trading market for our common stock, you may not be able to resell your stock.   There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

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

ITEM 2.     DESCRIPTION OF PROPERTIES.

In October 2000, Douglas Hopper, our vice president, secretary and a member of the board of directors acquired one mineral property containing two mining claims in British Columbia, Canada. The claims are recorded in Mr. Hopper's name to avoid incurring additional fees and expenses, however, title to the claims has been conveyed to us by an unrecorded deed. To date we have not performed any work on our property. The claims are located 2.5 miles northwest of the town of Princeton, British Columbia.

Our administrative office is located at #16 - 6211 Boundary Drive West, Surrey, British Columbia, Canada V6K 1Y2. Our telephone number is (604) 731-7040. Our offices are located in the home of Alan Brandys and are used rent free. Our registered statutory office is located at 3110 East Sunset Road, Suite H-1, Las Vegas, Nevada 89120.



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ITEM 3.     LEGAL PROCEEDINGS.

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

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

There were no matters submitted to the shareholders in 2005.

PART II

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

Our shares are listed for trading on the Bulletin Board owned by the National Association of Securities Dealers, Inc.  Our trading symbol is "ZEOX." Our shares began trading on March 23, 2004. The table shows the high and low bid price of our stock for our last two fiscal years ending July 31, 2005 and July 31, 2004.  These prices represent prices between dealers; they do not include retail markup, markdown or commission.  These are bid prices only and do not represent actual transactions.



| | Quarter Ended |  | High |      |      | Low
| | ------------- |  | ---- | ---- | ---- | ---
| |              
| | 2005         
| | July 31       |  |      | $    | 1.02 |    
| | April 30      |  | $    | 1.02 |      | $  
| | January 31    |  | $    | 1.02 |      | $  
|
| | 2004         
| | October 31    |  | $    | 1.02 |      | $  
| | July 31       |  | $    | 0.00 |      | $  
| | April 30      |  | $    | 0.00 |      | $  
| | January 31    |  | $    | 0.00 |      | $  
|
| | 2003         
| | October 31    |  | $    | 0.00 |      | $  
| | July 31       |  | $    | 0.00 |      | $  

There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities. Of the 6,275,000 shares of common stock outstanding as of November 15, 2005, 5,000,000 shares were owned by our officers and directors and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

At November 15, 2005, there were 106 shareholders of record.

Dividends

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



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

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

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

Securities authorized for issuance under equity compensation plans

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

Status of our public offering

On November 27, 2002, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number was 333-74670, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share.  We have a balance of $20,292 from our public offering.

We completed our public offering. We sold 1,275,000 shares for proceeds of $127,500. April 30, 2003, we have spent $53,604 on the following party payables: exploration fees were $20,108; legal fees were $1,214; accounting fees were $29,450; and bank fees were $2,832.

From the effective date of the registration statement, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid.

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



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

Financial Condition, Liquidity and Capital Resources

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time is investments by others in Zeolite Exploration.

We are presently conducting exploration on our property. Our exploration program is explained in as much detail as possible in the business section of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and we have determined it is economical to extract the ore from the land.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.



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To become profitable and competitive, we will conduct extensive research and exploration of our properties before we start production of any minerals we may find.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on May 11, 2001

We acquired one property containing two claims. We have staked the property and have spent the past 4 years surveying and testing our property. We are presently in Phase I of our exploration plan.

Since inception, we have used our common stock to raise money for the property acquisition, for corporate expenses and to repay outstanding indebtedness.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

In May 2001, we issued 5,000,000 shares of common stock pursuant to an exemption from registration contained in Section 4(2) of the Securities Act of 1933. This was accounted for as a compensation expense of $253,000 and advances and reimbursement expenses of $22,000 and we have raised $127,500 from our public offering.

As of July 31, 2005, our total assets were $86,916 and our total liabilities were $12,813.

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TABLE OF CONTENTS

ZEOLITE EXPLORATION COMPANY



|                                   | Page      
|---------------------------------- | ----------
|INDEPENDENT AUDITOR'S REPORT       | F-1-F-3   
|FINANCIAL STATEMENTS               |           
|Balance Sheets                     | F-4       
|Statements of Operations           | F-5       
|Statements of Shareholders' Equity | F-6       
|Statements of Cash Flows           | F-7       
|Notes to Financial Statements      | F-8 - F-11



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
and Stockholders
Zeolite Exploration Company
(An Exploration Stage Company)
(A Nevada Corporation)
Surrey, British Columbia Canada



We have audited the accompanying balance sheet of Zeolite Exploration Company as of July 31, 2005, and the related statements of operations, changes in stockholders' equity, and cash flows for the year then ended.  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 audit.  We did not audit the financial statements of the Company for the period from date of inception (May 11, 2001) through July 31, 2004, which statements reflect total assets of $106,671 as of July 31, 2004 and cumulative expenses of $298,844 for the period from date of inception (May 11, 2001) through July 31, 2004.  Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the cumulative financial information for the Company for the period from date of inception (May 11, 2001) through July 31, 2004, is based solely on the reports of the other auditors.

We conducted our audit in accordance with the Standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zeolite Exploration Company as of July 31, 2005, and the results of its operations and its cash flows for the year then ended and for the period from the date of inception (May 11, 2001) through July 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Zeolite Exploration Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has incurred losses that have resulted in an accumulated deficit.  This condition raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding this matter are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rotenberg & Co., llp

Rotenberg & Co., llp
Rochester, New York
October 19, 2005



F-1

- 15 -

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Schwartz Levitsky Feldman llp

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Zeolite Exploration Company 
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Zeolite Exploration Company (incorporated in Nevada) as at July 31, 2004 and the related statements of operations, cash flows and stockholders' equity for the year ended July 31, 2004.  These financial statements are the responsibility of the Company's management.  We did not audit the financial statements of the Company form the date of inception to July 31, 2003, which statements reflect cumulative total assets of $111,748 as of July 31, 2003 and cumulative expenses of $293,031 for the period from inception to July 31, 2003.  Those statements were audited by another auditor whose report has been furnished to us, and our opinion, insofar as it relates to the cumulative financial information from inception to July 31, 2003, is based solely on the report of the other auditor.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 audit and the report of the other auditor provides a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditor the financial statements referred to above present fairly, in all material respects, the financial position of Zeolite Exploration Company as at July 31, 2004 and the results of its operations and its cash flows for the year ended July 31, 2004 and for the period from inception to July 31, 2004 in accordance with generally accepted accounting principles in the United States of America.

The financial statements of Zeolite Exploration Company as of July 31, 2003 were audited by another auditor whose report dated October 7, 2003, expressed a qualified opinion on those financial statements.

Toronto, Ontario, Canada                                                                         /s/ SCHWARTZ LEVITSY FELDMAN LLP
September 23, 2004                                                                               Chartered Accountants

1167 Caledonia Road
Toronto, Ontario M6A 2X1
Tel:	416 785 5353
Fax:	416 785 5663



F-2

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|JOHN J. GEIB                | CHARTERED ACCOUNTANT           | Phone:   | 259-4519
|--------------------------- | ------------------------------ | -------- | --------
|Southcentre Executive Tower | Fax:                           | 255-0745
|                            | 405, 11012 Macleod Trail South
|                            | Calgary, Alberta   T2J 6A5    
|                           



INDEPENDENT AUDITOR'S REPORT

To Board of Directors and Stockholders of:
Zeolite Exploration Company

I have audited the accompanying balance sheets of Zeolite Exploration Company (an exploration stage company) as of July 31, 2003 and 2002 and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended and for the period from inception to July 31, 2003.  These financial statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that I 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.  I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zeolite Exploration Company as of July 31, 2003 and 2002 and the results of its operations and its cash flows for the years then ended and for the period from inception to July 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2, the Company has been in the exploration stage since its inception on May 11, 2001.  Realization of a major portion of the assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations.  These factors raise substantial doubt about Company's ability to continue as a going concern.  Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|Calgary, Alberta |  |  |  |  |  |  |  | /s/ John J. Geib    
|---------------- |  |  |  |  |  |  |  | --------------------
|October 7, 2003  |  |  |  |  |  |  |  | Chartered Accountant





F-3

- 17 -

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|ZEOLITE EXPLORATION COMPANY                 
|--------------------------------------------
|(An Exploration Stage Company)              
|BALANCE SHEETS                              
|                                            
|July 31,                                    
|                                            
|ASSETS                                      
|                                            
|CURRENT                                     
|Cash                                        
|                                            
|LIABILITIES                                 
|                                            
|CURRENT                                     
|Accounts payable                            
|                                            
|SHAREHOLDERS' EQUITY                        
|                                            
|SHARE CAPITAL                               
|Common stock, 100,000,000 shares authorized;
|$0.00001 par value;                         
|6,275,000 shares issued and outstanding     
|Additional paid in capital                  
|Accumulated deficit                         
|                                            
|                                            

















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

- 18 -

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|ZEOLITE EXPLORATION COMPANY                
|-------------------------------------------
|(An Exploration Stage Company)             
|STATEMENTS OF OPERATIONS                   
|                                           
|                                           
|                                           
|                                           
|For the Years Ended July 31,               
|                                           
|                                           
|REVENUE                                    
|                                           
|EXPENSES                                   
|Consulting services provided by officers   
|Legal fees                                 
|Exploration fees                           
|General and administrative expenses        
|                                           
|NET LOSS FOR THE YEAR                      
|                                           
|NET LOSS PER COMMON SHARE BASIC AND DILUTED
|                                           
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES   
|                                           























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

- 19 -

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|ZEOLITE EXPLORATION COMPANY               
|------------------------------------------
|(An Exploration Stage Company)            
|STATEMENTS OF SHAREHOLDERS' EQUITY        
|For the Years Ended July 31, 2005 and 2004



|                                |           |              | US $   | US $       | US $        | US $     
|------------------------------- | --------- | ------------ | ------ | ---------- | ----------- | ---------
|                                |           |              |        |            | Deficit     |          
|                                |           | Common Stock |        |            | Accumulated |          
|                                |           |              |        | Additional | During      |          
|                                |           | Number       |        | Paid-in    | Exploration |          
|                                |           | of Shares    | Amount | Capital    | Stage       | Total    
|                                |           |              |        |            |             |          
|Inception, May 11, 2001         | -         | $            | -      | $          | -           | $        
|                                |           |              |        |            |             |          
|Issuance of common stock for    |           |              |        |            |             |          
|mining claims and officers'     |           |              |        |            |             |          
|compensation at $0.055 per      |           |              |        |            |             |          
|share                           | 5,000,000 |              | 50     |            | 274,950     |          
|                                |           |              |        |            |             |          
|Net loss, Year Ended            |           |              |        |            |             |          
|July 31, 2001                   | -         |              | -      |            | -           |          
|                                |           |              |        |            |             |          
|Balance, July 31, 2001          | 5,000,000 |              | 50     |            | 274,950     |          
|                                |           |              |        |            |             |          
|Net loss, Year Ended            |           |              |        |            |             |          
|July 31, 2002                   | -         |              | -      |            | -           |          
|                                |           |              |        |            |             |          
|Balance, July 31, 2002          | 5,000,000 |              | 50     |            | 274,950     |          
|                                |           |              |        |            |             |          
|Issuance of common stock for    |           |              |        |            |             |          
|cash consideration at $0.10 per |           |              |        |            |             |          
|share                           | 1,275,000 |              | 13     |            | 127,487     | -        
|                                |           |              |        |            |             |          
|Net loss, Year Ended            |           |              |        |            |             |          
|July 31, 2003                   | -         |              | -      |            | -           | (16,005) 
|                                |           |              |        |            |             |          
|Balance, July 31, 2003          | 6,275,000 |              | 63     |            | 402,437     | (293,031)
|                                |           |              |        |            |             |          
|Net loss, Year Ended            |           |              |        |            |             |          
|July 31, 2004                   | -         |              | -      |            | -           | (5,813)  
|                                |           |              |        |            |             |          
|Balance, July 31, 2004          | 6,275,000 |              | 63     |            | 402,437     | (298,844)
|                                |           |              |        |            |             |          
|Net loss, Year Ended            |           |              |        |            |             |          
|July 31, 2005                   | -         |              | -      |            | -           | (29,553) 
|                                |           |              |        |            |             |          
|Balance, July 31, 2005          | 6,275,000 |              | 63     |            | 402,437     | (328,397)











|The accompanying notes are an integral part of these financial statements
|-------------------------------------------------------------------------
|F-6                                                                      



- 20 -

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|ZEOLITE EXPLORATION COMPANY                          
|-----------------------------------------------------
|(An Exploration Stage Company)                       
|STATEMENTS OF CASH FLOWS                             
|                                                     
|                                                     
|                                                     
|                                                     
|For the Years Ended July 31,                         
|                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES                 
|                                                     
|Net loss                                             
|Changes in non-cash working capital                  
|Increase (decrease) in trade payables                
|                                                     
|Adjustments to reconcile net loss to net cash used by
|operating activities                                 
|Stock issued for services                            
|                                                     
|                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                 
|Proceeds from issuance of common stock               
|                                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                 
|                                                     
|NET INCREASE (DECREASE) IN CASH                      
|                                                     
|CASH, BEGINNING OF THE YEAR                          
|                                                     
|CASH, END OF THE YEAR                                



















|The accompanying notes are an integral part of these financial statements
|-------------------------------------------------------------------------
|F-7                                                                      

- 21 -

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|ZEOLITE EXPLORATION COMPANY               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO FINANCIAL STATEMENTS             
|For the Years Ended July 31, 2005 and 2004

|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Zeolite Exploration Company (hereinafter "the Company") filed for incorporation on May 11, 2001 under the laws of the state of Nevada primarily for the purpose of acquiring, exploring and developing mineral properties.  The Company's fiscal year end is July 31st.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | The Company is actively seeking additional capital and management believes that the Company can develop mineral properties, which it has acquired in British Columbia.  However, there are inherent uncertainties in mining operations and management cannot provide assurances that it will be successful in this endeavour.  Furthermore, the Company is in the exploration stage, as it has not realized any significant revenues from its planned operations.                                                                                                                                                                                                                                                                                                                                            
|  
|   | The Company's financial statements have been presented on a going concern basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company had not incurred any revenue since its inception.  This condition raises substantial doubt about the Company's ability to continue as a going concern.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
|  
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | This summary of significant accounting policies is presented to assist in understanding the financial statements.  The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.                                                                                                                                                                                                                                                                                                                                           
|  
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



|F-8
|---

- 22 -

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|ZEOLITE EXPLORATION COMPANY               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO FINANCIAL STATEMENTS             
|For the Years Ended July 31, 2005 and 2004



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



| | (d) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | For purposes of the Statement of Cash Flows, the Company considers all short term debt securities purchased with a maturity of three months or less to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (e) | Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | In accordance with accounting principles generally accepted in the United States of America, the Company expenses exploration costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (f) | Provision for Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | At July 31, 2005, the Company had no operating revenue.  No provision for taxes or tax benefit have been reported in the financial statements, as there is not a measurable means of assessing future profits or losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (g) | Basic and Diluted Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Basic and diluted loss per shares was the same, as there were no common stock equivalents outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (h) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The Company's financial instruments consist of cash and accounts payable.  Unless otherwise noted, it is management's opinion that the company is not exposed to significant interest, currency, or credit risks arising from these financial instruments.  The fair value of these financial instruments approximates their carrying value, unless otherwise noted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (i) | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | In November 2004, The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 151 "Inventory Costs - an amendment of ARB No. 43, Chapter 4" ("SFAS 151").  This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and waste material (spoilage).  SFAS 151 requires that those items be recognized as current-period charges.  In addition, this statement requires that all allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities.  The provisions of SFAS 151 are effective for fiscal years beginning after June 15, 2005.  As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended July 31, 2006.  Management does not expect the adoption of SFAS 151 to have a significant impact on the financial position or results of operations of the Company.









|F-9
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- 23 -

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|ZEOLITE EXPLORATION COMPANY               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO FINANCIAL STATEMENTS             
|For the Years Ended July 31, 2005 and 2004



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------
|   |                                           
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           



|F-10
|----

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|ZEOLITE EXPLORATION COMPANY               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO FINANCIAL STATEMENTS             
|For the Years Ended July 31, 2005 and 2004



|3. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On May 11, 2001, 5,000,000 shares of common stock were issued to officers and directors only.  There was no public offering of any securities.  The above referenced shares were issued in payment of consulting services in the amount of $253,500, legal and administrative fees in the amount of $21,000 and acquisition of mining claims for $500.  These shares were issued pursuant to exemption from registration contained in Section 4(2) of the Securities Act of 1933.
|  
|   | In April 2003, 1,275,000 shares of common stock were issued for a cash consideration in the amount of $127,500.  These shares were issued pursuant to exemption from registration contained in Section 3(b) of the Securities Act of 1933.                                                                                                                                                                                                                                       

































|F-11
|----

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

(a)     On October 5, 2004, the accounting firm of John Geib, Chartered Accountant was dismissed by the Registrant's Board of Directors as the Registrant's independent auditors. During the two most recent fiscal years and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between the Registrant and John Geib. John Geib, Chartered Accountant was dismissed on the grounds of the Company's desire to retain auditors that are registered with the Public Company Accounting Oversight Board (United States).

(b)     The Report of John Geib, Chartered Accountant on the Registrant's financial statements as of and for the years ended July 31, 2003 and 2002 did not contain an adverse, qualified or disclaimer of opinion. However, the Reports did contain an explanatory paragraph wherein John Geib expressed substantial doubt about the Registrant's ability to continue as a going concern.

(c)     The Registrant requested John Geib to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Registrant in response to this Item 4.01 and, if not, stating the respects in which it does not agree. The Registrant delivered a copy of this Form 8-K report to John Geib on November 4, 2004, via email. On March 17, 2005, John Geib replied and his letter agreeing with the statements contained herein is attached hereto as Exhibit 16.1.

(d)     At its board meeting on September 20, 2004, the Board of Directors of the Registrant engaged Schwartz Levisky Feldman LLP, Chartered Accountants, 1167 Caledonia Road, Toronto, Ontario, Canada, as its independent auditor for its fiscal year ending July 31, 2004. Schwartz Levisky Feldman LLP accepted such appointment on September 20, 2004. Prior to their appointment, the Registrant did not consult with Schwartz Levisky Feldman LLP on any matters related to accounting or the type of opinion they may issue.

(e)     On December 1, 2004, the accounting firm of Schwartz Levitsky Feldman LLP, Chartered Accountant was dismissed by the Registrant's Board of Directors as the Registrant's independent auditors. During the entire time period that Schwartz Levitsky Feldman LLP, Chartered Accountants were the Registrant's auditors, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between the Registrant and Schwartz Levisky Feldman LLP, Chartered Accountants. Schwartz Levitsky Feldman LLP, Chartered Accountants  were dismissed because the Company determined that it was in its best interests to retain a U.S. based auditor that is registered with the Public Company Accounting Oversight Board (United States).

(f)     The report of Schwartz Levitsky Feldman LLP, Chartered Accountants on the Registrant's financial statements as of and for the years ended July 31, 2004 did not contain an adverse, qualified or disclaimer of opinion. However, the report did contain an explanatory paragraph wherein Schwartz Levisky Feldman LLP expressed substantial doubt about the Registrant's ability to continue as a going concern.

(g)     The Registrant requested Schwartz Levitsky Feldman LLP, Chartered Accountants to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Registrant in response to this Item 4.01 and, if not, stating the respects in which it does not agree. The Registrant delivered a copy of this Form 8-K report to Schwartz Levitsky Feldman LLP, Chartered Accountants on March 17, 2005, via email. On March 18, 2005, Schwartz Levitsky Feldman LLP, Chartered Accountants  replied and its letter agreeing with the statements contained herein is attached hereto as Exhibit 16.2.

(h)     At its board meeting on December 1, 2004, the Board of Directors of the Registrant engaged Rotenberg & Co., LLP, Certified Public Accountants, 1870 Winton Road South, Suite 200, Rochester, New York, as its independent auditor for its fiscal year ending July 31, 2005. Rotenberg & Co.,  LLP accepted such appointment on December 1, 2004. Prior to their appointment, the Registrant did not consult with Rotenberg & Co., LLP on any matters related to accounting or the type of opinion they may issue.



- 26 -

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ITEM 8A.     CONTROLS AND PROCEDURES.

(a)	Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)	Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

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

PART III

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

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



|Name and Address                | Age | Positions                                               
|------------------------------- | --- | --------------------------------------------------------
|                                |     |                                                         
|Alan W. Brandys                 | 50  | president, treasurer, principal accounting officer and a
|6211 Boundary Dr. West, Unit 16 |     | member of the board of directors                        
|Surrey, British Columbia        |     |                                                         
|Canada V3X 3G7                  |     |                                                         
|                                |     |                                                         
|Douglas Hopper                  | 71  | vice president, secretary and a member of the board of  
|203 - 828 W. Hastings St.       |     | directors                                               
|Vancouver, British Columbia     |     |                                                         
|Canada V6C 1C8                  |     |                                                         

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



- 27 -

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Background of Officers and Directors

Alan W. Brandys has been our president, treasurer, principal accounting officer and a member of our board of directors since inception. Since October 2000, Mr. Brandys has been president, treasurer and a director of Zeolite Mining Corporation, an exploration company located in Vancouver, British Columbia. Since March 1994, Mr. Brandys has been self-employed as a financial consultant. Since October 1997, Mr. Brandys has been a director of Canica Mineral Development Inc., a British Columbia corporation located in Vancouver. Canica Mineral is engaged in the business of exploration. From April 1994 to April 1998, Mr. Brandys was a development consultant for Miranda Incorporated, an oil and gas corporation located in Independence, Kansas. Mr. Brandys was a co-founder and from March 1993 to May 1998, a director of Autotech Protection Systems Inc. located in Edmonton, Alberta, Canada. Autotech Protection was engaged in the business of car detailing for new car dealers. From June 1988 to July 1990, Mr. Brandys was vice president of marketing of Telesis Corporation Inc., Edmonton, Alberta, Canada. Telesis Corporation was engaged in the business of manufacturing environmental safe properties. From January 1983 to April 1988, Mr. Brandys was senior stockbroker at First Commonwealth Securities Corporation, Edmonton, Alberta, Canada. From January 1981 to January 1983, Mr. Brandys was Director of Technology at Caribou Hydrocarbon Products Ltd., Vancouver, British Columbia. Caribou Hydrocarbon Products was engaged in the extraction of byproducts from wood chips. Mr. Brandys holds a Master of Business Administration degree from the University of British Columbia and a Bachelor of Science degree in biology from the University of British Columbia. Mr. Brandys will devote 25% of his time to our operation.

Douglas H. Hopper has been our vice president, secretary and a member of our board of directors since inception. Since October 2002, Mr. Hopper has been secretary and a director of Zeolite Mining Corporation, an exploration company located in Vancouver, British Columbia. Since January 1991, Mr. Hopper has been prospecting for zeolite, platinoids, copper and gold. Mr. Hopper will devote 25% of his time to our operation. Mr. Hopper was previously employed by Kennecot Mining in Houston, British Columbia from February 1969 to June 1971 and Falconbidge Mining, Sudbury, Ontario from March 1963 to April 1964. While at Kennecot, Mr. Hopper was employed as a mining technologist. His duties included logging core, soil sampling, surveying, and supervision of diamond drilling. While at Falconbridge, Mr. Hopper was employed as a mining technologist. His duties included logging and drilling core, taking metallurgical samples, and ore body calculation. Mr. Hopper holds a degree in Mining Technology from Haileybury Mining School, Haileybury, Ontario, Canada (1966). Mr. Hopper's technical expertise is derived from his on-the-job experience. He has no formal training in the area of mineral exploration.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors: have not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act

Our officers and directors have filed all reports required by Section 16(a) of the Securities Act of 1934.



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Audit Committee and Charter

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

Audit Committee Financial Expert

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

Code of Ethics

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

Disclosure Committee and Charter

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

ITEM 10. 	EXECUTIVE COMPENSATION.

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



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Summary Compensation Table [1]



|                  | Long-Term Compensation
|----------------- | ----------------------
|                  | Annual Compensation   
|(a)               | (b)                   
|                  |                       
|                  |                       
|Names             |                       
|Executive Officer |                       
|and Principal     | Year                  
|Position          | Ended                 
|                  |                       
|Alan W. Brandys   | 2005                  
|President         | 2004                  
|                  | 2003                  
|                  |                       
|Douglas Hopper    | 2005                  
|Secretary         | 2004                  
|                  | 2003                  

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

We have not paid any salaries in 2003, 2004, or 2005 and we do not anticipate paying any salaries at any time in 2006. We will not begin paying salaries until we have adequate funds to do so.

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

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2005.

Long-Term Incentive Plan Awards

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

Compensation of Directors

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

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



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Indemnification

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

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

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

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of November 8, 2005, the beneficial shareholdings of persons or entities holding five percent or more of our common stock, each director individually, each named executive officer and all of our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.



|Name of beneficial owner                           | Number of shares | Percentage of ownership
|-------------------------------------------------- | ---------------- | -----------------------
|                                                   |                  |                        
|Alan W. Brandys                                    | 2,500,000        | 39.84%                 
|                                                   |                  |                        
|Douglas H. Hopper                                  | 2,500,000        | 39.84%                 
|                                                   |                  |                        
|All officers and directors as a group 
(2 persons) | 5,000,000        | 79.68%                 

[1] 	Messrs Brandy and Hopper are our only promoters.

Changes in Control

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



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ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In May 2001, we issued a total of 5,000,000 shares of restricted common stock to Alan W. Brandys and Douglas H. Hopper, officers and directors of our company. This was accounted for as a compensation expense of $253,000 and advances and reimbursement expenses of $22,000.

Since our inception, Messrs. Brandys and Hopper, advanced loans to us and paid expenses on our behalf in the total sum of $23,300, which were used for organizational and start-up costs and operating capital. The advances in the amount of $22,000 were repaid as a portion of the stock issuance, with the balance of $1,300 still owing at November 15, 2005. The loans do not bear interest and have not been paid as of the date hereof.

ITEM 13.     EXHIBITS

Exhibits

The following Exhibits are incorporated herein by reference from our Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-74670 on December 6, 2001. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

|Exhibit No. | Document Description       
|----------- | ---------------------------
|            |                            
|3.1         | Articles of Incorporation. 
|3.2         | Bylaws.                    
|4.1         | Specimen Stock Certificate.
|10.1        | Cash 5 Claim.              
|10.2        | Cash 6 Claim.              
|10.3        | Bill of Sale Absolute.     
|99.1        | Subscription Agreement.    

The following exhibits are filed with this report:

|14.1 | Code of Ethics                                                                                                                                                                                 
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                  
|99.1 | Audit Committee Charter                                                                                                                                                                        
|99.2 | Disclosure Committee Charter                                                                                                                                                                   



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ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant, John J. Geib, CA, for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

| | 2005 - $5,250 | Rotenberg & Co., LLP           
| | ------------- | -------------------------------
| | 2004 - $0     | Rotenberg & Co., LLP           
| | 2005 - $3,325 | Schwartz, Levitsky, Feldman LLP
| | 2004 - $0     | Schwartz, Levitsky, Feldman LLP
| | 2004 - $2,400 | John Geib, Chartered Accountant

(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

| | 2005 - $10,027 | John J. Geib, Chartered Accountant
| | -------------- | ----------------------------------
| | 2004 - $2,797  | John J. Geib, Chartered Accountant
| | 2005 - $1,595  | Rotenberg & Co., LLP              

(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

| | 2005 - $0   | John J. Geib, Chartered Accountant
| | ----------- | ----------------------------------
| | 2004 - $500 | John J. Geib, Chartered Accountant

(4)   All Other Fees

The aggregate fees billed in each of the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

| |  | 2005 - $0 - John J. Geib, Chartered Accountant
| |  | ----------------------------------------------
| |  | 2004 - $0 - John J. Geib, Chartered Accountant

(5)   Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)   The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 5%.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of November, 2005.



| | ZEOLITE EXPLORATION COMPANY
| | ---------------------------
| | (Registrant)               
| |                            
| | BY:                        
| |                            
| |                            

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



|Signatures         | Title                                                                       | Date             
|------------------ | --------------------------------------------------------------------------- | -----------------
|                   |                                                                             |                  
|/s/ Alan Brandys   | President, Principal Executive Officer,                                     | November 21, 2005
|Alan W. Brandys    | Treasurer, Principal Financial Officer and member of the Board of Directors |                  
|                   |                                                                             |                  
|/s/ Douglas Hopper | Secretary and a member of the Board of                                      | November 21, 2005
|Douglas H. Hopper  | Directors                                                                   |                  





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