Item 1 Business
General
	Zenith Ventures Corporation ("Zenith" or the "Company") is a Delaware corporation formed on February 16, 1988.
	The Company has developed certain computer-related products and is currently engaged in pursuit of marketing opportunities on the Internet. Management also spends a portion of its time seeking additional business opportunities for the Company.
PUBLIC OFFERING OF SECURITIES
	The Company made no offering of public securities during the period.
Item 2
Item 2 - Property
	The Company maintains an executive office in Saratoga, California provided by the management at no charge.
Item 3
Item 3 Legal Proceedings
	The Company has filed a cross complaint against a former marketing representative of a company in which the Company owns an equity interest and a former Vice President and Director of the Corporation. Its complaint prays for award of damages resulting from breach of fiduciary duty by its ex officer and director, breach of contract by him and the former representative, and for a joint conspiracy to usurp copyrights, trademarks, and intellectual property belonging to the Company.
Item 4
Item 4 - Submission of Matters to a Vote of Security Holders
	 The Company's fiscal year ended December 31, 1997; the Company presently intends to hold its annual meeting of stockholders in July 1998.
PART II
Item 5
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters
Market Information
	The Company's Stock has been publicly traded since January 11, 1989 on the over-the-counter market. Current trading is inactive.
Holders
	As of December 31, 1997, there were approximately 100 shareholders of record of the Company.
Dividends
	The Company has not paid or declared any dividends upon its common stock since its inception and has no present intention of paying any cash dividends on its common stock in the foreseeable future.
Item 6
Item 6 - Selected Financial Data
	This information has been deliberately omitted as permitted for a company subject to Section 15(d) reporting requirements having become subject to said Section as a result of its Form S-18 Registration Statement.
Item 7
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Computer Software
	On July 12, 1989, the Company acquired all rights to the business of Celtek, Inc.
	Under terms of the agreement, The Company will pay Celtek ten percent (10%) of the operating margin from sales of Products, as defined in the agreement, not to exceed a cumulative payment of four million dollars ($4,000,000) or for a period of ten years, whichever comes first. The agreement also secures for the Company the services of Celtek in operation of the business, and options at any time to purchase the remainder of said royalty stream or Celtek itself for cash or kind. Celtek is given a recise of the remaining royalty stream for kind, as defined in the agreement.
	On December 11th, 1989, Zenith entered into an agreement with Damask Trading Limited ("Damask") for management of international marketing, distribution, and sales of Celtek products, and for assistance with funding of such market penetration.
	 On January 24th, 1990, as a corollary to its agreement with Damask Trading, Zenith appointed RAT International (Marketing) Ltd. ("RAT") its exclusive agent for sale of certain of its software products except for the US and UK. During the second quarter of 1997, this appointment was terminated by the Company for default.
Changes to Officers and Directors
	There have been two changes to the Board of Directors during the period. Dr. C.N. Chang and Mr. Christopher Bearman have been replaced by Dr. S. M. Breitling and L. K. Steele.
Other Potential
	Management regularly devotes a percentage of its time to a search for additional business opportunities for the Company.
Item 8
Item 8 - Financial Statements and Supplementary Data
No Accountants' Report for Zenith is currently ready; so, the financials supplied herewith are of necessity un-audited.
Item 9.
Item 9. - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	There have been no disagreements with accountants during the period. The previous auditing firm had to resign the account as a result of its decision to abandon SEC practice, however, and the Company has yet to appoint a successor.
PART III
Item 10
Item 10 - Directors and Executive Officers of the Registrant
	The Company has the following Directors, Executive Officers and significant employees:
NAME 					AGE
George Didinger, President, Director & Assistant Secretary		72
S. M. Breitling, Director and Secretary				 58
L. K. Steele, Director and Treasurer				 	40
	George Didinger, the Company's President and a Director are a Professional Engineer with Bachelor's and Master's Degrees in Electrical Engineering and a Ph.D. in Applied Mathematics. During World War II, he was commissioned at the US Naval Academy and served subsequently as an engineer- ing officer at sea. Returning to civilian life after the war, he became Instructor and Assistant Professor of Electrical Engineering at the Univer- sity of Pittsburgh. His industrial career began with Union Carbide Corpo
S. M. Breitling, the company's Director and Secretary obtained his formal education at the University of Utah from which he holds the degrees of Bachelor of Science and Doctor of Philosophy in Chemistry. He also completed a post-doctoral fellowship at Utah in Materials Science and Engineering. For ten years following completion of his fellowship Dr. Breitling pursued a career in research as Assistant Research Professor and Research Associate, Department of Materials Science and Engineer ch Assistant Professor and Adjunct Assistant Professor, Department of Metallurgical and Materials Engineering, University of Pittsburgh; and, Senior Fellow, Carnegie Mellon Institute of Research During his career in research, Dr. Breitling also served as Consultant to the Commonwealth of Pennsylvania's Science and Engineering Foundation, the United States Commerce Department's Technical Advisory Board, and the Wasatch Division of Thiokol Corporation. Principal areas of this consultation inclu hnology, sulfur emission control technology, solid propellant missile motor failure prediction through accelerated aging analysis, and manufacturing process instrumentation and control.. Dr. Breitling later became a full time independent consultant in Materials Science. His principal sustaining clients were the nation's leading producers of solid propellant materials and Motors. He is currently full time branch manager for the US Air Force Phillips Laboratory. Dr. Breitling is a member of the American Physical Society, and Sigma Xi and is author of more than two dozen advanced papers on Physical Chemistry and Materials Science.
	After completing her financial education, L.K. Steele, the Company's Director and Treasurer, began her business career as an accountant with a regional manufacturer in California. She next joined a mid-size accounting firm, responsible for audit, client financial statements, financial analysis, and tax reporting. Engaged by a small public corporation as Director and Chief Financial Officer, she was active in fund raising, and responsible for fiscal control, auditor liaison, SEC reporting, and investor reame Director and President of North American Operations for an Australian conglomerate, offering services for: financial management, private placements, escrow management, chartering international corporations, corporate direction and management, chartering and managing all required financial accounts, share holder relations, public relations, investor search, and acquisition. She is currently a Director of Netgate Communication Systems.
Item 11
Item 11 - Executive Compensation
	None of the officers or directors of the Company have received a salary from the Company at this time. Compensation is being accrued for the officers, at rates reflecting their part time availability. The Board of Directors intends to authorize payment of such accruals when, in its judgment, the Company is in a more favorable financial position.
Item 12
Item 12 - Security Ownership of Certain Beneficial Owners and Management
a) Security ownership of certain beneficial owners.
	Amount and 		Name of 		 	Nature of Title of 	Beneficial		 	Beneficial 	 		Percent Class 		Owner 			Ownership 			of_Class
President, 	George Didinger 	350,000 		7 Director & 20862 Sarahills Drive	shares of common stock Asst. Secy. Saratoga, CA 95070 	
	Henri Hornby 	1,300,000 		26 	 3653 Hemlock Court 	shares of common stock 	Reno, Nevada 89509 	
(b) Security ownership of management. 		Amount and Name of	 		Nature of Title of 	Beneficial	 		Beneficial	 Percent Class 	 Owner 	Ownership 	of_Class
President, 	George Didinger	 	350,000	 		7 Director & 	20862 Sarahills Drive		shares of common stock Asst. Secy. 	Saratoga, CA 95070	
All Officers 	350,000		 	7		 and Directors	 				shares of common stock
Item 13
Item 13 - Certain Relationships and Related Transactions.
	Within the meaning of this section, no new special relationships nor related transactions occurred during the period.
Item 14
Item 14 - Exhibits, Financial Statement, Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of the report:
1. Financial statements:
	Consolidated balance sheet at December 31, 1996 and 1997
	Consolidated statement of operations for the years ended December 31, 1996 and 1997
	Consolidated statement of cash flows for the years ended December 31, 1996 	and 1997.
	Consolidated statement of shareholders' equity for the year ended December 	31, 1997
ZENITH VENTURES CORPORATION
PART II - FINANCIAL INFORMATION
						 Item 1. Financial Statements						
ZENITH VENTURES CORPORATION
CONSOLIDATED BALANCE SHEET
	 For the period ended		 	Dec. 31, 1997 	Dec. 31, 1996		 Total Cash	 8,653 	 22,661 		 Accounts receivable	 513 	 513 		 Securities at market	 18,000 	18,000 		---------------- 	---------------- Total current assets	 27,166 	41,174 		
Other assets					 Total fixed assets	 7,571 	 7,571 	 	----------------	 ----------------- Total assets	 34,737 	 48,745 		 	 LIABILITIES AND SHAREHOLDERS' EQUITY						 Accounts payable and accrued expenses	595,547 520,539 		 		 Shareholders' equity						 Common stock, at $0.001 par value 	5,000 	5,000 	 Additional paid in capital	 503,600 	503,600 	 Class A & B warrants 	1,000 1,000 	 Accumulated deficit 	(1,070,410) 	(981,393)		 Total shareholders' equity 	(560,810) 	(471,793)		 Liabilities and shareholders' equity 	34,737 	48,746 		
Prepared without audit
See accompanying notes to financial statements 						 				
ZENITH VENTURES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
					 For the period ended			 	Dec. 31, 1997	 Dec. 31, 1996		 General and administrative expense	 89,232 	151,573 	 			 Total operating expense	 89,232 	 151,573 	 			 Net operating income (loss) 	(89,232) 	(151,573)	 			 Interest income	 215 	47,424 	 			 Net income (loss) before taxes 	(89,017) 	(104,149)	 				 Net income (loss) per common share 	(0.018)	 (0.021)	 			 Average number of common shares outstanding	 5,010,000 	 5,010,000 	 					
Prepared without audit
See accompanying notes to financial statements 					
ZENITH VENTURES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
	 					 For the period ended	 Dec. 31, 1997 	 Dec. 31, 1996		 Net income (loss) for the period	 (89,017)	 (151,573)	 				 Changes in assets and liabilities	 75,008	 128,308 	
Changes in accounts receivable								 Net cash used for operations	 (14,008) 	(23,265)	 				 Net increase (decrease) in cash	 (14,008) (23,265)	 			 Cash at beginning of period	 22,662 	 45,927 	 				 Cash at end of period	 8,654 	22,662 	
Prepared without audit
See accompanying notes to financial statements 					
ZENITH VENTURES CORPORATION STATEMENT OF SHAREHOLDERS' EQUITY 							 					Deferred		 			Additional	 	Stock		 		Par	 Paid in	 offering	Accumulated 	 	Shares	 Value capital	Warrants	Expense	 deficit	 Total ===============	========	====	 ======	 ======== =======	 ========= 	===== 							 Initial sale of							 common stock	1,500,000 1,500 22,500 				24,000 							 Issuance of Class							 A & B warrants	 			1,000 			 							 Deferred stock 							 offering expense 							 Incurred 					(17,700)		 							 Net loss for the 							 period from 							 inception through 							 31 Dec 1988				 (4,400)	 (4,400) 							 Balance at 12/31/88	 1,500,000 1,500 22,500 1,000 	(17,700)	 (4,400)	 (4,400) 							 Initial public 							 offering net of							 issuance costs	510,000 	 500 	 483,500 		17,700 		501,700 							 Issuance of 							 common stock for 							 acquisition	 3,000,000 3,000 (2,400)	 			600 							 Balance at 31 							 December 1997	5,010,000 5,010 503,600	1,000 (1,070,410) (560,810)
Prepared without audit
See accompanying notes to financial statements
ZENITH VENTURES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Significant accounting policies
The Company financial statements include the accounts of Zenith Ventures Corporation and its wholly owned subsidiary Epic Industries, Inc. All significant inter company transactions have been eliminated.
Cash equivalent
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Income taxes
Provision for income taxes will be based on results of operations as reported in the financial statements. The Company has net operating loss carry forwards at December 31, 1997, which may be utilized to reduce taxable income in the future. No asset has been recorded for the potential future tax benefit of this loss due to its realization not being assured. The Company has not adopted the provisions of Statement of Financial Accounting Standards, no.96, accounting for income taxes. However, there would be financial statements had such statement been adopted during the periods presented.
Earnings per share
Earnings (loss) per share are based on the weighted average number of shares outstanding during each year.
Note 2 - Capital stock
The Company has one class of common stock with $.001 par value. There are 50,000,000 shares authorized, of which 5,100,000 were outstanding as of December 31, 1997.
Note 3 - Acquisition of technology and rights and obligations for royalties:
During 1989, the Company entered into several transactions for the acquisition of technology and product rights.
Under the terms of these agreements, the Company has rights to the operating margin from the sale of products and is also generally obligated to pay a royalty to the sellers of the technologies based upon the operating margin as such margin is defined in the individual contracts generated by product sales.
Note 4 - Income taxes
No provision for income taxes has been recorded for any year through 1997 because the Company has a net operating loss for each year. As of December 31, 1997, the Company has consolidated net operating loss carry forwards of approximately $1,070,410, which may be utilized to offset future taxable income.
SIGNATURE
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.
February 17, 1998		Zenith Ventures Corporation
						By /s/ George H. Didinger 						George H. Didinger, President