United
States


Securities
And Exchange Commission


Washington,
D.C. 20549





Form
10-K






x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




FOR THE
ANNUAL PERIOD ENDED FEBRUARY 29, 2008




o
            TRANSITION
      REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




FOR THE
TRANSITION PERIOD FROM __________ TO __________




Commission
File Number: 000-26383




Zealous
Trading Group, Inc.


(Exact
name of Registrant as specified in its charter)




Nevada
            
            88-0325940(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)1800
      Century Park East, Suite 200
              Los
      Angeles, CA 90067
              (Address
      of Principal Executive Offices)




310-895-7778


(Registrant’s
Telephone Number, Including Area Code)





(Former
name, if changed since last report)





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





Securities
registered under Section 12(g) of the Exchange Act:





Title of class:  Common
Stock, $0.001 par value





Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes o No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange
Act. Yes o  No x





Indicate
by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x  No o




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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filero
            Accelerated
      filer  oNon-accelerated filero
            Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o  No x




The
aggregate market value of the voting common equity held by non-affiliates as of
August 31, 2007, based on the closing sales price of the Common Stock as quoted
on the Over-the-Counter Bulletin Board was $2,749,887. For purposes of this
computation, all officers, directors, and 5 percent beneficial owners of the
registrant are deemed to be affiliates.  Such determination should not be
deemed an admission that such directors, officers, or 5 percent beneficial
owners are, in fact, affiliates of the registrant.




The
number of shares of registrant’s common stock outstanding, as of June 2, 2008
was 318,470,587.













ZEALOUS
TRADING GROUP, INC.


Annual
Report on Form 10-K for the


Period
Ended on February 29, 2008




Part
      I
            PageItem 1. Description
      of Business
            3Item 1A. Risk
      Factors
            9Item
      1B. Unresolved Staff Comments
            12Item
      2.    Properties
            12Item
      3.    Legal Proceedings
            13Item
      4.    Submission of Matters to a Vote of Security
      Holders
            13Part
      II
            PageItem
      5.    Market for Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities
            14Item
      6.    Selected Financial Data
            18Item
      7.    Management's Discussion and Analysis of
      Financial Condition and Results of Operations
            18Item
      7A. Quantitative and Qualitative Disclosures about Market
    Risk
            22Item
      8.    Financial Statements
            F-1Item
      9.    Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure
            23Item
      9A.  Controls and Procedures
            24Item
      9B.  Other Information
            24Part
      III
            PageItem
      10.  Directors, Executive Officers and Corporate
      Governance
            25Item
      11.  Executive Compensation
            26Item
      12.  Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
            27Item
      13.  Certain Relationships and Related Transactions
            29Item
      14.  Principal Accountant Fees and Services
            29Part
      IV
            PageItem
      15.  Exhibits and Financial Statement Schedules
            29Signatures
            32












Unless
otherwise indicated or the context otherwise requires, the terms “Company,”
“we,” “us” and “our” herein refer to Zealous Trading Group, Inc. and its
subsidiaries, after giving effect to the Agreement and Plan of Merger among the
Zealous Trading Group, Inc. its wholly-owned subsidiary, ASNI II, Inc. and
Zealous Holdings, Inc. which closed on May 9, 2008.  As a result of
the merger closing after the Company’s fiscal year end, the audited financials
included herein, and related disclosures, reflect the Company at February 29,
2008 and do not include Zealous Holdings.
  PART
I





ITEM
1. Description of
Business





Overview





We were
originally incorporated under the laws of the state of Nevada on September 25,
1978 as Casino Consultants, Inc. Prior to September 1992, we had no operations.
On September 15, 1992, we entered into an Agreement and Plan of Reorganization
with Ad Show Network, Inc., a Nevada corporation, whereby we acquired the assets
of Ad Show Network, Inc., subject to liabilities, for shares of our common
stock. On September 15, 1992, we changed our name to A.S. Network, Inc. On
October 14, 1992, we changed our name to Ad Show Network, Inc. On August 17,
1995, we changed our name to Atlantic Syndication Network, Inc. On July 16,
2007, we entered into an Agreement and Plan of Merger with our wholly-owned
subsidiary, ASNI II, INC., a Delaware corporation and Zealous Holdings, which
was subsequently amended on February 15, 2008 and April 30, 2008. Pursuant to
the Agreement and Plan of Merger, which closed on May 9, 2008, Zealous Holdings
merged with and into ASNI-II, with ASNI-II as the surviving corporation of the
merger, As a result of the merger, the business of Zealous Holdings became the
business of ASNI-II, , and through which our operations are conducted.
Additionally, on October 5, 2007, we changed our name from Atlantic Syndication
Network, Inc. to Zealous Trading Group, Inc.





ASNI-II
carries out its business through its operating subsidiaries, Zealous Asset
Management, LLC, or ZAM and Zealous Capital Markets LLC, or ZCM.  ZCM
wholly-owns and operates Zealous ATS LLC, or ZATS, which is the principal focus
of the Company going forward. ZATS plans to be a marketplace to offer an
integrated electronic platform for the trading of alternative assets globally.
The ZATS marketplace is a global community of trading counterparties in our
targeted products and services providing an infrastructure in which to optimize
and support investment and trading strategies for participants.





Our
principal executive offices are located at located at 1800 Century Park East,
Suite 200, Los Angeles, California 90067, and our telephone number is (310)
895-7778.





ASNI-II
Inc. Business and History





ASNI-II
is a Delaware corporation formed in July 2007 and our  wholly owned
subsidiary.. ASNI-II carries out its business through its operating
subsidiaries, Zealous Asset Management LLC, a California registered investment
advisory firm, or ZAM, and Zealous Capital Markets LLC, an FINRA/SIPC (as
defined hereinafter) registered broker-dealer, or ZCM. ZAM began operations in
1998 and up until December 31, 2007, provided investment management services to
private investment funds and managed accounts. ZCM, formed in June of 2005,
focuses on and provides brokerage and boutique investment banking services to
individuals and institutions as well as manages and operates Zealous ATS, LLC,
or ZATS, formed in September of 2007, which plans to be a global electronic
marketplace used to support and execute trades for buyers and sellers of
restricted and illiquid securities . ZATS is wholly-owned by ZCM.




The
following is a description of ASNI-II’s business:





OVERVIEW





ASNI-II,
Inc.





ASNI-II
is a Los Angeles, California-based financial services holding company that
provides, through its wholly-owned operating subsidiaries, a broad range of
securities, brokerage and trading, merchant and investment banking related
services primarily to institutional clients and accredited individual investors,
as well as an alternative trading system for illiquid and restricted
securities.




Zealous
Asset Management LLC





Zealous
Asset Management LLC, a Delaware limited liability company, is an investment
adviser registered in the State of California that was responsible up until
December 31, 2007, for providing asset management and advisory services to
private investment funds and managed accounts for individual clients and
institutional clients. The advisory services included, among others, providing
advice regarding asset allocation and the selection of investments.




ZAM also
provided advisory services on a discretionary basis to the following private
investment funds: Zealous Partners, LLC, a Delaware limited liability company;
and Ault Glazer Capital Partners, LLC (fka Ault Glazer Bodnar Acquisition Fund,
LLC), a Delaware limited liability company, which commenced operations in July
2005. The funds operated as pooled investment vehicles intended to provide
diversification, management expertise and other advantages to clients. ZAM may,
in the future, provide investment advisory services to other pooled investment
vehicles that may be similar to, or different from, the Funds.




ZAM’s
investors in the funds may have included any of the following: individuals,
banks and thrift institutions; investment companies; private businesses; private
and governmental retirement, pension and profit-sharing plans; trusts; estates;
endowments, foundations, “Taft Hartley” Plans, charitable organizations and
corporations as well as other business entities.




3


ZAM is
currently registered as an investment adviser under the laws of the State of
California, and may register as an investment adviser with the SEC in the future
pursuant to Section 203 of the Investment Advisers Act of 1940, as
amended.




Zealous
Capital Markets, LLC




Zealous
Capital Markets, LLC, a broker-dealer registered with the Financial Industry
Regulatory Authority, Inc., or FINRA and Securities Investor Protection
Corporation, or SIPC, operates the Zealous ATS electronic trading platform that
provides specialized trading and settlement services for buyers and sellers of
restricted, illiquid securities and alternative assets. The business of ZCM is
that of a $100,000 broker/dealer operating pursuant to SEC Rule 15c3-1
(a)(2)(i). The firm's business activities are limited pursuant to its Membership
Agreement dated October 6, 2005 with FINRA Los Angeles District Office, which is
available upon request.




ZCM
operates as a fully-disclosed introducing broker-dealer, and therefore relies on
its clearing firm, Wedbush Morgan Securities, Inc., or Wedbush, to provide the
back office support and transaction processing services necessary to effect
transactions on all principal national and international securities exchanges.
Wedbush also acts as custodian for client accounts, and will generally clear (on
the basis of payment against delivery) the securities transactions which are
effected through ZCM.




ZCM is
currently licensed to conduct brokerage activities in the following states – AL,
AZ, CA, CO, CT, DE, FL, GA, MA, MN, MO, NV, NJ, NY, OK, TN, TX, UT, WA. ZCM
expects to become registered in other states as its business activities
warrant.




Zealous
ATS, LLC





ZCM
wholly-owns and operates Zealous ATS, LLC, (alternative trading system), or
ZATS, which plans to be a global electronic marketplace used to support and
execute trades for buyers and sellers of restricted and illiquid securities.
ZATS plans to be a marketplace to offer an integrated electronic platform for
the trading of alternative assets globally. The ZATS marketplace is a global
community of trading counterparties in our targeted products and services
providing an infrastructure in which to optimize and support investment and
trading strategies for participants.




ZATS has
been tested and used successfully for over 18 months with a major New York Stock
Exchange financial institution, trading a single stock under Rule 144a. Now,
ZATS has been rolled out to a limited number of users, providing them the
ability to trade restricted stock and illiquid securities of over 1,100 public
and private company securities on a negotiated basis. The next generation of
ZATS, now under development, will offer an integrated electronic platform for
the trading of alternative assets globally. The ZATS marketplace will be a
global community of trading counterparties. The intention is to provide an
infrastructure on which to optimize the investment and trading strategies for
participants.




ZCM
provides customer support to ZATS member base through its sales, trading, back
office and settlement specialists who are assigned to service specific member
groups and facilitate transactions and order flow. Participants will
include:





·
            Hedge
      funds, RIA's, mutual funds, pension funds;·
            Venture
      capital, private equity and real estate
funds;


·
            Investment
      banking boutiques, domestic and foreign broker dealers;·
            Family
      offices, and bank trust
departments;


·
            Corporate
      insiders;·
            Domestic
      and foreign public and private
issuers;


·
            Alternative
      market data providers;·
            Independent
      research providers;


·
            Investor
      relations and PR firms; and·
            Specialty
      Media and data providers.





PRODUCTS
AND SERVICES AND INDUSTRY





Our sole
focus is currently on the ZATS trading platform– which it offers
primarily to accredited private clients, broker dealers, hedge funds, family
offices, mutual funds, corporations, and other accredited financial
intermediaries. The ZATS marketplace will be a global community of trading
counterparties in our targeted products and services providing an infrastructure
in which to optimize and support investment and trading strategies for
participants.




The
products and services to be provided by ZATS are as follows:





·
            Secondary
      trading of restricted stock, warrants, and convertible debt of public and
      private companies;·
            PIPE
      and other Private Placement
issuance;




4




·
            Alternative
      Public Offerings;·
            Private
      and non-traded REITS;


·
            Secondary
      LP interests of VC, PE, LBO, and RE partnerships;·
            New
      Private Fund Offerings;·
            Private
      Company Trading portals;·
            Emerging
      and frontier markets debt and equity securities;
  and


·
            Structured
      equity and debt products.





Private
Investment in Public Equity (PIPE)





Underwriters,
issuers and investors of the $50-$75 billion annual market for private
placements and PIPE issuances can use ZATS electronic platform to list
transactions or view available offerings. ZATS will be useful for corporate
issuers looking to raise capital or investment banks looking to list
transactions. ZATS will allow greater access to a wide array of both
institutional and accredited individual investors in a cost effective and
efficient format.




ZATS
provides all aspects of deal issuance serving all participants by addressing the
entire capital-raising process, from origination to final settlement and
simplifying the transaction process. All documentation including PPM’s,
subscription documents, executive summaries and management presentations are
full service electronic document delivery. ZATS also offers issuers the ability
to use our “Virtual Road Show” format, allowing for video presentations online
reducing the expensive and time consuming need of traveling nationwide as with
traditional road shows.




For PIPE
investors, ZATS lists PIPE offerings in one central location giving the investor
access to diverse and extensive deal flow across many industries and market
capitalizations, all electronically and seamlessly.




ZATS also
plays a key role for companies who have just completed reverse mergers as these
companies typically seek financing in a PIPE structure after their mergers are
complete and they are public. ZATS will offer these companies a platform in
which to list their PIPE offerings, including emerging growth companies from
outside the U. S. including, China, India, and other emerging market
economies.




Restricted
Securities





ZATS
provides holders of restricted stock, illiquid warrants and convertible debt of
public companies whom are either limited or not able to sell in the public
markets because of legal or contractual restrictions, the ability to offer their
securities for sale on its private electronic trading platform to a diverse
group of accredited members in private transactions. ZATS uses resale exemptions
to execute the majority of restricted stock transactions allowing a holder of
restricted securities to rely on the exemption to sell amounts beyond the rule
144 limitations.




Using our
centralized trading platform, ZATS offers buyers and sellers of restricted
securities a cost effective marketplace and platform to transact and settle with
institutional and accredited individual investors.





Rule
144a Securities – “Global AXess”




The
growth of the Rule 144a private placement market for equities has been dramatic
over the past five years due to many companies reluctance to list publicly on
U.S. exchanges because of costly Sarbanes Oxley compliance issues. Rule 144a
issuance has grown from $70 billion in 2002 to over $221 billion in
2006.




To meet
this need there have been several proprietary electronic trading platforms
recently launched dedicated to the issuance of Rule 144a equity securities such
as Nasdaq’s Portal, Goldman Sachs GS TRuE, Bear Stearns Best Market, and OPUS-5
created by a group of investment banks. Only Qualified Institutional Buyers or
QIB’s (institutions with a minimum of $100million in discretionary assets) are
eligible to purchase these securities.




To
address the demand of these participants, ZATS has created a portal for Rule
144a securities within its platform for issuers, underwriters and investors
called “Global AXess”. Global AXess will work as a neutral marketplace for
participants who want to issue and resell these securities in the secondary
market and access a diverse group of ZATS QIB members. Having access to a more
centralized marketplace offers Rule 144a investors improved liquidity,
transparency and price discovery as many of the current platforms are either
closed or limited access systems.




Global
AXess will allow newly formed Rule 144a trading platforms to route orders
through our system by providing them the ability to list secondary offerings
anonymously as an alternative source of liquidity and accessing ZATS QIB
members. ZATS also welcomes foreign issuers looking to raise capital using Rule
144a to list their transaction on our electronic marketplace.





5




Thinly
Traded Registered Stock





Holders
of concentrated positions of thinly traded non NMS (National Market System)
registered stock (OTCBB and Pink Sheet quoted) that trade less than 50,000
shares a day can list their securities for sale on ZATS in block transactions to
its qualified accredited members privately and gain the needed liquidity that
may have been difficult or impossible to access publicly and bypass listing
their securities in a standard public offer and potentially depressing the
price.




Buyers of
these securities can purchase stock in large blocks at discounts from where the
securities trade publicly and complete previously hard to fill positions or just
take advantage of attractive arbitrage opportunities without bidding prices up,
all electronically and anonymously bypassing the traditional method of directly
contacting holders or Wall Street block trading desks and suffering information
leakage.





Private
Equity – Domestic and Emerging Growth Countries





Private
companies who are planning on becoming public within 12 months can utilize ZATS
to raise capital in preparation for their public offering in what we call an
alternative public offering or “APO” (a contemporaneous reverse merger
transaction with a private placement equity capital raise).




ZATS
provides private companies an organized efficient method by which to raise
capital, and allow investors a secondary market in which to access liquidity if
needed. Many companies who complete a reverse merger will immediately want to
raise capital via a PIPE offering on ZATS, making a ZATS private listing an easy
transition to a funding as a public company.




This
market will also provide ZATS with many potential restricted stock offerings as
both insiders and officers of the recently pubic companies will be holding large
blocks of restricted stock in which they may seek liquidity. ZATS will offer
this platform to growth companies from the emerging growth economies
specifically in the BRIC countries (Brazil, Russia, India and
China).




IPL
(Initial Private Listing)





For
private companies who have no intention of becoming public they can apply to use
ZATS platform for an IPL (initial private listing) providing issuers and
shareholders many of the same services as their public counterparts (allowed
within the SEC legal constraints), including secondary liquidity and trading
capability through a private trading board for the company and its shareholders,
along with an issuer portal and electronic settlement and transfer
services.




By
staying private but allowing secondary liquidity a company has greater
independence, easier access to capital for long term growth, eliminates many of
the costs of being public and avoids Sarbanes-Oxley, allowing greater privacy,
and reduced legal and regulatory risk.





Emerging
Markets





The case
for investment in global emerging markets is strong, based on a number of
factors:





·
            Continued
      growth in the mobility of capital;·
            Demographic
      trends encouraging stronger growth in emerging
  markets;


·
            Improvement
      in corporate governance and emphasis on profit growth;·
            The
      tendency of outsourcing from corporations in developed economies;
      and


·
            Diversification
      and portfolio risk management
benefits.





Investors
looking for opportunities in other parts of the world can access ZATS emerging
markets listings that are offered by our broker dealer members who specialize in
these niche markets and have the right combination of regional experience and
market intelligence. Emerging economies in regions of Asia, Latin America, and
Eastern Europe have registered some of the highest rates of growth in the world
and the inevitable rise in earning capacity is being accompanied by an absolute
fall in risk levels providing investors with superior risk adjusted
returns.





Private
Partnership Offerings and Secondary LP Interests





Alternative
funds looking to raise capital can use ZATS marketplace and syndicate their
offering to ZATS accredited investor member base. ZATS funds market will
include, hedge funds, real estate funds, venture capital and private equity
funds. Private funds typically face some of the same challenges as issuers
seeking capital. ZATS will create a “New Fund Offerings” page for private funds
seeking capital targeting fund investors and marketing specialists who raise
capital for private funds, including third party marketers, broker dealers,
pension funds, FOF’s, endowments, and family offices.




6


One of
the challenges that investors in private partnerships face is the inherent lack
of liquidity of the structure. Whether it’s a private equity fund, real estate
fund, or venture capital fund, secondary liquidity and valuing fractional
interests is not commonly available. ZATS provides a secondary market for
fractional fund interests providing limited partners and potential buyers of
these interests the ability to transact at attractive prices in the secondary
market through ZATS.




Structured
Equity and Debt Products





The
market for OTC traded and issued structured equity and debt products for both
small domestic and foreign issuers is extremely fragmented and no centralized
marketplace exists where buyers and sellers can trade these instruments.
Securities offered on ZATS include short term collateralized bridge loans, debt
with attached warrants, equity backed loans with aged rule 144 stock,
convertible debt, equity linked notes, and capital guaranteed structures. Using
ZATS platform issuers can access our diverse investor base and put out their
proposed debt or equity structure for competitive bidding and receive timely
financing at more favorable terms that the current standard
process.





COMPETITION





ZATS





ZATS has
several competitors, including:





·
            Restricted
      Stock Partners, which operates it own proprietary network of more than 400
      institutional and accredited investors representing over $200 billion in
      assets available for investment;·
            UnifiedMarket,
      which operates as an electronic portal that facilitates Indications of
      Interest {IOI} postings by Issuer Members of Preliminary Term Sheets for
      private placements of securities. UnifiedMarket does not broker—or even
      know about—trades. It is an information exchange open to the general
      public, but with a firewall that allows only qualified investors to search
      for deals in restricted securities;
and


·
            Nasdaq
      Portal and the Nasdaq Alliance, which is an electronic trading platform
      for rule 144a securities which partners with companies such as Goldman
      Sachs, Bear Stearns, JPM, Merrill Lynch, and others to facilitate rule
      144a transactions. Rule 144a transactions can only be marketed to QIB’s
      (Institutional Qualified Buyers) who have commingled assets of
      $100mm.





ZCM





In recent
years there has been substantial convergence among companies in the financial
services and investment industries. A large number of corporate entities,
including, commercial banks, insurance companies and other broad-based financial
services companies have established or acquired broker-dealers and asset
management firms to compliment their existing lines of business. ZCM competes
for asset management, sales and trading, investment banking and capital markets
business directly with large Wall Street securities firms, securities
subsidiaries of major commercial bank holding companies, U.S. securities
subsidiaries of large U.S. and foreign institutions, and major regional
securities firms. In its asset management business, ZCM competes with the same
firms and with, venture capital firms, commercial banks and smaller niche
players.





ZAM





The
competition within the hedge fund industry is very intense, and the success of
any fund depends upon not only past returns but the amount of assets under
management, in which the hedge fund bases its fees and performance incentives.
The amount of money managed depends on the funds contacts within the 3rd party
marketing community as they are professionals who raise the capital for the
funds.





REGULATION
OF THE FINANCIAL SERVICES INDUSTRY





We are
subject to regulation by several federal agencies, including the Securities
Exchange Commission, or the SEC and FINRA as well as state regulators. The SEC
is the federal agency that is primarily responsible for the regulation of
broker-dealers and investment advisers doing business in the United States. Much
of the regulation of broker-dealers has been delegated to self-regulatory
organizations, or SROs, principally FINRA (and its subsidiaries FINRA
Regulation, Inc. and the NASDAQ), and the national securities exchanges. These
organizations (which are subject to oversight by the SEC) govern the industry,
monitor daily activity, conduct periodic examinations of member broker-dealers,
and regulate, among other things, the scope of business, investment activities,
capital levels, reserves against deposits, collateral requirements, transactions
with insiders and certain affiliates, the establishment of branches, mergers,
acquisitions, consolidations, the issuance of equity and debt, and the payment
of dividends.




Broker-dealers,
alternative trading systems and investment advisers are subject to regulation
covering virtually all aspects of their businesses. These regulatory authorities
have adopted rules that govern the securities industry and, as a normal part of
their procedures, conduct periodic examinations of the securities brokerage and
asset management operations. Additional legislation, changes in rules
promulgated by the SEC, FINRA, foreign regulatory agencies, or any
self-regulatory organization, or changes in the interpretation or enforcement of
existing laws and rules, may directly affect our mode of operation and
profitability. In the United States, brokerage firms and certain investment
advisers also are subject to regulation by state securities commissions in the
states in which they conduct business. These regulatory authorities, including
state securities commissions, may conduct administrative proceedings which can
result in censure, fine, suspension or expulsion of a broker-dealer or
investment adviser, its officers or employees.





7


Regulation
of Subsidiaries





Broker-Dealer
Subsidiary





As a
result of federal and state registration and SRO memberships, ZCM is subject to
overlapping schemes of regulation which cover all aspects of its securities
businesses. Such regulations cover matters including capital requirements, uses
and safe-keeping of clients’ funds, conduct of directors, officers and
employees, record-keeping and reporting requirements, supervisory and
organizational procedures intended to assure compliance with securities laws and
to prevent improper trading on material nonpublic information, employee-related
matters, including qualification and licensing of supervisory and sales
personnel, limitations on extensions of credit in securities transactions,
clearance and settlement procedures, requirements for the registration,
underwriting, sale and distribution of securities, and rules of the SROs
designed to promote high standards of commercial honor and just and equitable
principles of trade. A particular focus of the applicable regulations concerns
the relationship between broker-dealers and their customers. As a result, many
aspects of the broker-dealer customer relationship are subject to regulation
including, in some instances, suitability determinations as to certain customer
transactions, limitations on the amounts that may be charged to customers,
timing of proprietary trading in relation to customers’ trades and disclosures
to customers.




As a
broker-dealer registered with the SEC and as a member firm of FINRA, ZCM is
subject to the net capital requirements of the SEC and FINRA. These capital
requirements specify minimum levels of capital, computed in accordance with
regulatory requirements that the firm is required to maintain and also limits
the amount of leverage that the firm is able to obtain in its respective
business.




Net
capital is essentially defined as net worth (assets minus liabilities, as
determined under generally accepted accounting principles), plus qualifying
subordinated borrowings, less the value of all of a broker-dealer’s assets that
are not readily convertible into cash (such as furniture, prepaid expenses and
unsecured receivables), and further reduced by certain percentages (commonly
called haircuts) of the market value of a broker-dealer’s positions in
securities and other financial instruments. The amount of net capital in excess
of the regulatory minimum is referred to as excess net capital.




Compliance
with regulatory net capital requirements could limit those operations that
require the intensive use of capital, such as underwriting and trading
activities, and also could restrict our ability to withdraw capital from our
broker-dealer, which in turn could limit our ability to pay dividends, repay
debt and redeem or repurchase shares of our outstanding capital
stock.




A failure
of a U.S. broker-dealer to maintain its minimum required net capital would
require it to cease executing customer transactions until it came back into
compliance, and could cause it to lose its FINRA membership, its registration
with the SEC or require its liquidation. Further, the decline in a
broker-dealer’s net capital below certain early warning levels, even though
above minimum net capital requirements, could cause material adverse
consequences to the broker-dealer and to us.




In the
event of non-compliance by us with an applicable regulation, governmental
regulators and one or more of the SROs may institute administrative or judicial
proceedings that may result in censure, fine, civil penalties (including treble
damages in the case of insider trading violations), the issuance of
cease-and-desist orders, the deregistration or suspension of the non-compliant
broker-dealer, the suspension or disqualification of officers or employees or
other adverse consequences. The imposition of any such penalties or orders on us
or our personnel could have a material adverse effect on our operating results
and financial condition.





Zealous
ATS, LLC – Alternative Trading System





The SEC
regulations that govern ZATS business are very specific and ZATS’ business
process and electronic platform conforms to those regulations. These
include:





·
            Restricted
      transaction settlement documents·
            ZATS
      password protected platform the prevents general
    solicitation


·
            ZATS
      client base which is restricted to accredited investors·
            The
      negotiated nature of ZATS transaction
process


·
            ZATS
      is operated by Zealous Capital Markets, a broker
  dealer




8




ZATS is
currently a private trading platform regulated in the context of FINRA
jurisdiction of the broker/dealer, ZCM. In the future, ZATS broad market
adoption of the ZATS trading platform may lead to ZATS being regulated as an
alternative trading system in which case it would fall under Regulation
Alternative Trading System (Regulation ATS).




Similarly,
ZATS is regulated in the context of respective state jurisdictions of the
broker/dealer, ZCM. In the future, ZATS may be regulated as an alternative
trading system under respective state laws as applicable.





Asset
Management Subsidiary





ZAM is
currently registered as an investment adviser with the State of California. The
firm may register as an investment adviser with the SEC in the near future upon
qualification for such registration. As an investment adviser registered in the
State of California, ZAM is currently subject to the rules and regulations of
that state. Additionally, if ZAM becomes registered with the SEC, it will be
subject to the requirements of the Investment Advisers Act of 1940 and the SEC’s
regulations thereunder. In general, the regulatory requirements relating to
advisors are generally, among other things, limitations on the ability of
investment advisers to charge performance-based or non-refundable fees to
clients, record-keeping and reporting requirements, disclosure requirements,
limitations on principal transactions between an adviser or its affiliates and
advisory clients, as well as general anti-fraud prohibitions. The state
securities law requirements applicable to registered investment advisers are in
certain cases more comprehensive than those imposed under the federal securities
laws.




In
connection with ZAM’s activities, the private investment vehicles that ZAM
managed, principally relied on exemptions from registration under the federal
securities laws (e.g. Investment Company Act of 1940 and Investment Advisers Act
of 1940), and under certain state securities laws and the laws of various
foreign countries. Failure to comply with the initial and continuing
requirements of any such exemptions could have a material adverse effect on the
manner in which ZAM and these vehicles carried on their activities, including
penalties similar to those listed above for broker-dealers, up until December
31, 2007





EMPLOYEES





We had 16
full time employees as of June 1, 2008. We consider our relations with our
employees to be good.





Item
1A. Risk
Factors





You
should carefully consider the following risk factors and all other information
contained herein in evaluating our business and prospects. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties, other than those we describe below, that are not presently
known to us or that we currently believe are immaterial, may also impair our
business operations. If any of the following risks occur, our business and
financial results could be harmed. You should refer to the other information
contained in document, including our consolidated financial statements and the
related notes.





Risks Relating to Our
Business:





We
Have a History Of Losses Which May Continue, Which May Negatively Impact Our
Ability to Achieve Our Business Objectives.





We
incurred net losses of $70,700,971 and $449,179 for the years ended February 29,
2008 and February 28, 2007, respectively. We cannot assure you that we can
achieve or sustain profitability on a quarterly or annual basis in the future.
Our operations are subject to the risks and competition inherent in the
establishment of a business enterprise. There can be no assurance that future
operations will be profitable. Revenues and profits will depend upon various
factors, including whether we will be able to increase revenue. As a result of
continuing losses, we may exhaust all of our resources prior to completing the
development of our products. Additionally, as we continue to incur losses, our
accumulated deficit will continue to increase, which might make it harder for us
to obtain financing in the future. We may not achieve our business
objectives and the failure to achieve such goals would have an adverse impact on
us, which could result in reducing or terminating our operations.





If
We Are Unable to Obtain Additional Funding Our Business Operations Will be
Harmed and If We Do Obtain Additional Financing Our Then Existing Shareholders
May Suffer Substantial Dilution.





We will
require additional funds to develop our ZATS trading platform. We anticipate
that we will require approximately $2 million to fund our anticipated operations
for the next twelve months, depending on revenue from operations. Additional
capital will be required to effectively support the operations and to otherwise
implement our overall business strategy. Even if we do receive additional
financing, it may not be sufficient to sustain or expand our research and
development operations or continue our business operations.





9


There can
be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all. The inability to obtain additional capital will
restrict our ability to grow and may reduce our ability to continue to conduct
business operations. If we are unable to obtain additional financing, we will
likely be required to curtail our research and development plans. Any additional
equity financing may involve substantial dilution to our then existing
shareholders.





Our
Independent Registered Public Accounting Firm Has Expressed Substantial Doubt
About Our Ability to Continue as a Going Concern, Which May Hinder Our Ability
to Obtain Future Financing.





In their
report dated June 6, 2008, our independent registered public accounting
firm stated that our financial statements for the year ended February 29, 2008
were prepared assuming that we would continue as a going concern. Our ability to
continue as a going concern is an issue raised due to our stock holders’
deficiency of $71,270,092 as on February 29, 2008 and a net loss of $70,700,971
for the year ended February 29, 2008. We continue to experience net operating
losses. Our ability to continue as a going concern is subject to our ability to
generate a profit and/or obtain necessary funding from outside sources,
including obtaining additional funding from the sale of our securities,
generating sales or obtaining loans and grants from various financial
institutions where possible. Our continued net operating losses increase the
difficulty in meeting such goals and there can be no assurances that such
methods will prove successful.




Many of Our Competitors are Larger and Have Greater Financial and
Other Resources than We do and Those Advantages Could Make it Difficult for Us
to Compete With Them





The
general market for our products and services is extremely competitive and
includes several companies which have achieved substantially greater market
shares than we have, and have longer operating histories, have larger customer
bases, have substantially greater financial, development and marketing resources
than we do. If overall demand for our products should decrease it could have a
materially adverse affect on our operating results.





Insufficient
Systems Capacity or Systems Failures could Harm our Business.





Our
business depends on the performance and reliability of the computer and
communications systems supporting it. Notwithstanding our current capacity,
heavy use of our computer systems during peak trading times or at times of
unusual market volatility could cause our systems to operate slowly or even to
fail for periods of time. If our systems cannot be expanded successfully to
handle increased demand, or otherwise fail to perform, we could experience
disruptions in service, slower response times, and delays in introducing new
products and services.





Our
trading activities may be impacted by system failures of other trading systems,
as a result of which we may be required to suspend trading activity in
particular stocks or cancel previously executed trades under certain
circumstances. These consequences could result in lower trading volumes,
financial losses, decreased customer service and satisfaction, litigation,
customer claims or regulatory sanctions.





Our
systems and operations also are vulnerable to damage or interruption from human
error, natural disasters, power loss, sabotage or terrorism, computer viruses,
intentional acts of vandalism, and similar events. Any system failure that
causes an interruption in service or decreases the responsiveness of our service
could impair our reputation, damage our brand name and negatively impact our
revenues. We also rely on a number of third parties for systems support. Any
interruption in these third-party services or deterioration in the performance
of these services could also be disruptive to our business and have a material
adverse effect on our business, financial condition and operating results. We
cannot predict the likelihood that services provided by third parties may be
interrupted.





Our
Inability to Protect our Intellectual Property Rights could Adversely Affect our
Business.





To
protect our intellectual property rights, we rely on a combination of trademark
laws, copyright laws, patent laws, trade secret protection, confidentiality
agreements and other contractual arrangements with our affiliates, customers,
strategic investors and others. The protective steps we have taken may be
inadequate to deter misappropriation of our proprietary information. We may be
unable to detect the unauthorized use of, or take appropriate steps to enforce,
our intellectual property rights. Failure to protect our intellectual property
adequately could harm our brand and affect our ability to compete effectively.
Further, defending our intellectual property rights could result in the
expenditure of significant financial and managerial resources, which could
adversely affect our business, financial condition and operating
results.





In the
future we may be subject to intellectual property rights claims, which may be
costly to defend, could require us to pay damages and could limit our ability to
use certain technologies. We currently do not own any patents although we have
applied with the United States Patent and Trademark Office for patents. As a
result, we could in the future face allegations that we have infringed or
otherwise violated the intellectual property rights of third parties. Any
intellectual property claims, with or without merit, could be time-consuming,
expensive to litigate or settle and could divert management resources and
attention. Successful challenges against us could require us to modify or change
or discontinue use of the portions of our technology that are found to be
infringing or violating the rights of others or to obtain licenses from third
parties.





10


Our
Exposure to Legal Risks and Claims may have an Adverse Effect on our Business
and Results of Operations.





We face
legal risks in our businesses. These risks include potential liability under
securities or other laws for unauthorized or erroneous trade execution, breach
of contract, unlicensed trading or materially false or misleading statements
made in connection with securities and other transactions. Many of these risks
may be difficult to assess or quantify and their existence and magnitude often
remain unknown for substantial periods of time. We could incur significant legal
expenses in defending against litigation.




Failures
in our Compliance Systems could Subject us to Significant Legal and Regulatory
Costs.





Our
ability to comply with all applicable laws and rules is largely dependent on our
establishment and maintenance of compliance, audit and reporting systems and
procedures, as well as our ability to attract and retain qualified compliance,
audit and risk management personnel. These systems and procedures may not be
fully effective. We face the risk of intervention by regulatory authorities,
including extensive examination and surveillance activity. In the case of actual
or alleged non-compliance with regulations, we could be subject to
investigations and judicial or administrative proceedings that may result in
substantial penalties or civil lawsuits, including by customers, for damages,
which can be substantial. Any failure to comply with applicable laws and rules
could adversely affect our business, reputation, financial condition and
operating results and, in extreme cases, our ability to conduct our business or
portions thereof.





If
our Risk Management Methods are not Effective, our Business, Reputation and
Financial Results may be Adversely Affected.





We have
adopted policies and procedures to identify, monitor and manage our risks. These
policies and procedures, however, may not be fully effective. Some of our risk
management methods depend upon evaluation of information regarding markets,
customers or other matters that are publicly available or otherwise accessible
by us. That information may not in all cases be accurate, complete, up-to-date
or properly evaluated. If our policies and procedures are not fully effective or
we are not always successful in monitoring or evaluating the risks to which we
are or may be exposed, our business, reputation, financial condition and
operating results could be materially adversely affected.





If
We Are Unable to Retain the Services of Mr. Ault, or If We Are Unable to
Successfully Recruit Qualified Managerial and Sales Personnel Having Experience
in Business, We May Not Be Able to Continue Our Operations.





Our
success depends to a significant extent upon the continued service of Mr. Milton
C. Ault III, our Chief Executive Officer and a Director. We do not have an
employment agreement with Mr. Ault. Loss of the services of Mr. Ault could have
a material adverse effect on our growth, revenues, and prospective business. We
do maintain key-man insurance on the life of Mr. Ault. In addition, in order to
successfully implement and manage our business plan, we will be dependent upon,
among other things, successfully recruiting qualified managerial and sales
personnel having experience in business. Competition for qualified individuals
is intense. There can be no assurance that we will be able to find, attract and
retain existing employees or that we will be able to find, attract and retain
qualified personnel on acceptable terms.





Potential
Product Liability Claims Could Affect Our Earnings and Financial
Condition.





We face a
potential risk of liability claims based on our products and services. We
currently do not have any product liability coverage. We cannot assure, however,
that we will be able to obtain or maintain this insurance at reasonable cost and
on reasonable terms. We also cannot assure that this insurance, if obtained,
will be adequate to protect us against a product liability claim, should one
arise. In the event that a product liability claim is successfully brought
against us, it could result in a significant decrease in our liquidity or
assets, which could result in the reduction or termination of our
business.





Risks Relating to Our Common
Stock:





If
We Fail to Remain Current in Our Reporting Requirements, We Could be Removed
From the OTC Bulletin Board Which Would Limit the Ability of Broker-Dealers to
Sell Our Securities and the Ability of Stockholders to Sell Their Securities in
the Secondary Market.





Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. Additionally, in the event that a company
fails to timely file three of their quarterly and annual reports under Section
13 within a two year period, the company will be ineligible to have their
securities quoted on the OTC Bulletin Board for a one year period. We have filed
two reports within the last two years that were not timely. If we fail to remain
current on our reporting requirements for the next two years, we will be removed
from the OTC Bulletin Board. As a result, the market liquidity for our
securities could be severely adversely affected by limiting the ability of
broker-dealers to sell our securities and the ability of stockholders to sell
their securities in the secondary market.





11




Our
Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading
Market in Our Securities is Limited, Which Makes Transactions in Our Stock
Cumbersome and May Reduce the Value of an Investment in Our Stock.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:




·
              that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and


·
              the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





·
              obtain
      financial information and investment experience objectives of the person;
      and


·
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





·
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and


·
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the
transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





ITEM
1B.         Unresolved Staff
Comments.





None.





ITEM
2. Properties





Our
principal office is located at 1800 Century Park East, Suite 200, Los Angeles,
CA 90067.  We lease approximately 12,907 square feet of space, which
expires on February 14, 2011.  We sublease approximately 8,000 to
8,500 square feet to an unrelated entity.  The monthly rental and
sublease portion on the lease is as follows:





Months
      of Lease Term
            
            Aggregate
      Monthly Installment of Base Rent
            
            Sublessee
      PortionJanuary
      2008-December 2008
            
            $34,232.60
            
            $20,800January
      2009-December 2009
            
            $35,259.58
            
            $20,800January
      2010-February 2011
            
            $36,317.27
            
            $20,800





We also
maintain a branch office in New York where ZCM provides brokerage services to
clients and operates ZATS.  The New York office is located at 230 Park
Avenue, 10th Floor, New York, NY 10169.  ZCM leases approximately 900
square feet and pays $13,081 per month (which is for monthly rent and additional
executive services).  This lease expires on June 30,
2008.




12


On or
about April 18, 2008, we signed a lease for office space located at 15641 Red
Hill Avenue, Tustin, CA 92780.  We lease approximately 10,767 with
9,293 as usable square feet and pays $7,267.73 per month.  The term of
the lease is from June 1, 2008 through May 31, 2011.





ITEM
3. Legal
Proceedings.





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. Except as described below,
we are currently not aware of any such legal proceedings or claims that we
believe will have, individually or in the aggregate, a material adverse affect
on our business, financial condition or operating results.





Bodnar Capital Management,
LLC v. Zealous Asset Management, LLC, Docket 308 CV 199





On or
about February 14, 2008, Corporate Creations Network, Inc. the agent for service
of process for Zealous Asset Management, LLC, was serviced with a summons and
complain in connection with a lawsuit filed by Bodnar Capital Management,
LLC.  The complaint was filed in United States District Court for the
District of Connecticut and seeks damages in the amount of $600,000 plus
interest and attorney fees.   The parties are currently
negotiating a settlement





ITEM
4. Submission of Matters
to a Vote of Security Holders.





None.





13


PART II





ITEM
5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.





Our
common stock is currently listed on the OTC Bulletin Board under the symbol
“ZLST.” Prior to October 5, 2007, our common stock was listed on the OTC
Bulletin Board under the symbol “ASNI.”





For the
periods indicated, the following table sets forth the high and low bid prices
per share of common stock.  These prices represent inter-dealer
quotations without retail markup, markdown, or commission and may not
necessarily represent actual transactions.




Period
            
            High
            
            
            LowFiscal
      Year Ended February 28, 2007:First
      Quarter
            
            $
            0.12
            
            
            $
            0.01Second
      Quarter
            
            $
            0.05
            
            
            $
            0.02Third
      Quarter
            
            $
            0.09
            
            
            $
            0.02Fourth
      Quarter
            
            $
            0.04
            
            
            $
            0.01Fiscal
      Year Ended February 29, 2008:First
      Quarter
            
            $
            0.02
            
            
            $
            0.01Second
      Quarter
            
            $
            0.06
            
            
            $
            0.01Third
      Quarter
            
            $
            0.28
            
            
            $
            0.04Fourth
      Quarter
            
            $
            0.20
            
            
            $
            0.08Fiscal
      Year Ended December 31, 2009:First
      Quarter (1)
            
            $
            0.26
            
            
            $
            0.02





(1)  As
of June 4, 2008, the closing sale price of common stock, as obtained from
inter-dealer quotations on the OTC Bulletin Board, was $0.091 per
share.





Holders





As of
June 2, 2008, we have approximately 169 holders of our common stock and a total
of 318,470,587 shares issued and outstanding.  The number of record
holders was determined from the records of our transfer agent and does not
include beneficial owners of common stock whose shares are held in the names of
various security brokers, dealers, and registered clearing
agencies.  The transfer agent of our common stock is OTC Stock
Transfer, Inc. with address at 231 E 2100 S, Salt Lake City, UT
84115-2187.





Dividends





We have
never declared or paid any cash dividends on our common stock.  We do
not anticipate paying any cash dividends to stockholders in the foreseeable
future.  In addition, any future determination to pay cash dividends
will be at the discretion of the Board of Directors and will be dependent upon
our financial condition, results of operations, capital requirements, and such
other factors as the Board of Directors deem relevant.





Equity
Compensation Plan Information




The
following table sets forth certain information about the common stock that may
be issued upon the exercise of options under the equity compensation plans as of
June 4, 2008.




Plan
      Category
            
            Number
      of Shares
              to
      be Issued
              Upon
      Exercise of
              Outstanding
              Options,
              Warrants
      and
              Rights
            
            
            Weighted-Average
              Exercise
              Price
      of
              Outstanding
              Options,
              Warrants
      and
              Rights
            
            
            Number
      of Shares
              Remaining
              Available
      for
              Future
      Issuance
              Under
      Equity
              Compensation
              Plans
      (Including
              Shares
      Reflected
              in
      the First
              Column)Equity
      compensation plans approved by shareholders
            
            
            7,425,000
            
            
            $
            0.03
            
            
            
            5,565,000Equity
      compensation plans not approved by shareholders
            
            
            -
            
            
            $
            -
            
            
            
            -Total
            
            
            7,425,000
            
            
            $
            0.03
            
            
            
            5,565,000




14


Stock
Option Plans





In May
1999, we adopted a stock warrant plan expiring February 28, 2009, providing for
two previous members of the board of directors to receive 325,000 stock warrants
at an exercise price of $.25 per share. No warrants have been exercised to
date.





On March
2, 2005, we adopted a 2005 Non-Qualified Stock & Stock Option Plan for
issuance of common stock and options to employees and consultants of the
company, and registered 3,100,000 shares underlying the Stock Plan on a Form S-8
Registration Statement, 3,100,000 shares were issued out of this plan for
consulting, legal and service agreements during the corporate year. There are
1,240,000 shares available for issuance under this plan.





Our Board
of Directors and stockholders adopted the 2007 Equity Incentive Plan, or the
2007 Plan, on October 19, 2007 which reserves a total of 4,000,000 shares of
Common Stock for issuance under the 2007 Plan.  If an incentive award
granted under the 2007 Plan expires, terminates, is unexercised or is forfeited,
or if any shares are surrendered to us in connection with an incentive award,
the shares subject to such award and the surrendered shares will become
available for further awards under the 2007 Plan.




Shares
issued under the 2007 Plan through the settlement, assumption or substitution of
outstanding awards or obligations to grant future awards as a condition of
acquiring another entity are not expected to reduce the maximum number of shares
available under the 2007 Plan.  In addition, the number of shares of
Common Stock subject to the 2007 Plan, any number of shares subject to any
numerical limit in the 2007 Plan, and the number of shares and terms of any
incentive award are expected to be adjusted in the event of any change in
outstanding Common Stock by reason of any stock dividend, spin-off, split-up,
stock split, reverse stock split, recapitalization, reclassification, merger,
consolidation, liquidation, business combination or exchange of shares or
similar transaction.





Administration





It is
expected that the compensation committee of the Board of Directors, or the Board
of Directors in the absence of such a committee, will administer the 2007
Plan.  Subject to the terms of the 2007 Plan, the compensation
committee would have complete authority and discretion to determine the terms of
awards under the 2007 Plan.





Grants





The 2007
Plan authorizes the grant of nonqualified stock options, incentive stock
options, reload options, restricted stock awards, and stock appreciation rights,
as described below:





Options
granted under the 2007 Plan entitle the grantee, upon exercise, to purchase a
specified number of shares from us at a specified exercise price per
share.  The exercise price for shares of Common Stock covered by an
option cannot be less than the fair market value of the Common Stock on the date
of grant unless agreed to otherwise at the time of the grant.  The
compensation committee may also grant options with a reload
feature.





Restricted
stock awards may be awarded on terms and conditions established by the
compensation committee, which may include the lapse of restrictions on the
achievement of one or more performance goals.





Stock
appreciation rights, or SARs, entitle the participant, upon exercise of the SAR,
to receive a distribution in an amount equal to the number of shares of Common
Stock subject to the portion of the SAR exercised multiplied by the difference
between the market price of a share of Common Stock on the date of exercise of
the SAR and the market price of a share of Common Stock on the date of grant of
the SAR.





No grants
of nonqualified stock options, incentive stock options, reload options,
restricted stock awards, and stock appreciation rights have been made under the
2007 Plan.




15


Duration, Amendment and
Termination





The Board
of Directors is expected to have the power to amend, suspend or terminate the
2007 Plan without stockholder approval or ratification at any time or from time
to time.  No change may be made that increases the total number of
shares of Common Stock reserved for issuance pursuant to incentive awards or
reduces the minimum exercise price for options or exchange of options for other
incentive awards, unless such change is authorized by stockholders within one
year.  Unless sooner terminated, the 2007 Plan would terminate ten
years after it is adopted.




16




RECENT
SALE OF UNREGISTERED SECURITIES AND EQUITY PURCHASES BY THE COMPANY




In early
March 2008, we entered into three subscription agreements and sold an aggregate
of 4,250,000 shares of its Common Stock at $0.04 per share and warrants to
purchase an aggregate of up to 2,125,000 shares of its Common Stock in a private
placement transaction to three accredited investors. The warrants are
exercisable for a period of three years, have an exercise price equal to $0.05.
We received gross proceeds of $170,000.





Pursuant
to the Merger among us, ASNI-II, Inc. and Zealous Holdings, Inc., which closed
on May 9, 2008, we issued 248,341,573 shares of common stock to Zealous Holdings
shareholders, and 199,607 of preferred stock to Zealous Holdings
shareholder.  One shareholder of Zealous Holdings Inc. has not
surrendered its certificate of Zealous Holdings, Inc., which upon surrendering
it, we will be obligated to issue 80,844,638 shares of common stock to such
shareholder.





On March
3, 2008, we entered into a Asset Purchase Agreement dated March 3, 2008 (the
“Agreement”), with Transfer Online Technologies Development, LLC (“TOLTD”),
pursuant to which we purchased from TOLTD all rights, title and interest in and
to the online/electronic trading platform, including without limitation, the
source code, software, any and all intellectual property rights and title
related to such trading platform, excluding any licenses for third party
software necessary for the performance of the trading
platform.   The purchase price was $1,000,000, which was paid as
follows: (i) $93,500 in cash and (ii) a mandatory convertible note in the
principal amount of $906,500.  The convertible note bears interest at
the rate of 6% per year, commencing on October 11, 2007 and interest and
principal are payable in full on March 3, 2009.  The principal and
accrued interest on the convertible note is automatically convertible into
shares of our common stock at a rate of $0.08 per share (the average market
price of the stock on October 11, 2007, when the terms of the transaction were
agreed upon).  The note is convertible upon us obtaining shareholder
approval to amend our Articles of Incorporation to increase our authorized
shares of common stock to 1,500,000,000 and such amendment being filed with the
Secretary of State of the State of Nevada.  The convertible note has
customary default provisions.  The closing of the transaction is
subject to the approval of our board of directors.





Between
May 29, 2007 through May 9, 2008, we issued 11,307,554 shares of Common Stock to
various employees, directors, consultants and creditors. The Common Stock was
issued for services and payment of accrued interest. Between October 3, 2007
through April 3, 2008, we issued 27,655,200 warrants to purchase additional
shares of our common stock to consultants and creditors.  The terms of
the warrants vary as some warrants are a term of 5 years and an exercise price
of $.0.03 per share and other warrants are a term of 3 years and an exercise
price of $.03




For each
of the above transactions exempt from registration requirements under Rule 506,
the individuals and entities to whom we issued securities are unaffiliated with
us. For each of such sales, no advertising or general solicitation was employed
in offering the securities. The offerings and sales were made to a limited
number of persons, all of whom were accredited investors, business associates of
ours or our executive officers, and transfer was restricted by us in accordance
with the requirements of the Securities Act. Each of such persons represented to
us that they were accredited or sophisticated investors, that they were capable
of analyzing the merits and risks of their investment, and that they understood
the speculative nature of their investment. Furthermore, all of the
above-referenced persons had access to our Securities and Exchange Commission
filings.





ITEM
6. Selected Financial
Data.





Not required under Regulation S-K for
“smaller reporting companies.”





ITEM
7. Management's
Discussion and Analysis of Financial Condition and Results of
Operation.





Special Note on Forward-Looking
Statements. Some of the statements contained in this annual report on
Form 10-K that are not historical facts are "forward-looking statements" which
can be identified by the use of terminology such as "estimates," "projects,"
"plans," "believes," "expects," "anticipates," "intends," or the negative or
other variations, or by discussions of strategy that involve risks and
uncertainties. We urge you to be cautious of the forward-looking statements,
that such statements, which are contained in this annual report Form 10-K,
reflect our current beliefs with respect to future events and involve known and
unknown risks, uncertainties and other factors affecting operations, market
growth, services, products and licenses. No assurances can be given regarding
the achievement of future results, as actual results may differ materially as a
result of the risks we face, and actual events may differ from the assumptions
underlying the statements that have been made regarding anticipated events.
Factors that may cause actual results, performance or achievements, or industry
results, to differ materially from those contemplated by such forward-looking
statements include without limitation:





·
            Our
      ability to attract and retain management, and to integrate and maintain
      technical information and management information
  systems;·
            Our
      ability to raise capital when needed and on acceptable terms and
      conditions;


·
            The
      intensity of competition; and·
            General
      economic conditions.




17




All
written and oral forward-looking statements made in connection with this annual
report on Form 10-K that are attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary statements. Given
the uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.





Information
regarding market and industry statistics contained in this report is included
based on information available to us that we believe is accurate. It is
generally based on academic and other publications that are not produced for
purposes of securities offerings or economic analysis. We have not reviewed or
included data from all sources, and we cannot assure you of the accuracy or
completeness of the data included in this report. Forecasts and other
forward-looking information obtained from these sources are subject to the same
qualifications and the additional uncertainties accompanying any estimates of
future market size, revenue and market acceptance of products and services. We
have no obligation to update forward-looking information to reflect actual
results or changes in assumptions or other factors that could affect those
statements. See "Risk Factors" for a more detailed discussion of uncertainties
and risks that may have an impact on future results.





MANAGEMENT’S
DISCUSSION AND ANALYSIS





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Forward-Looking Statements” and "Risk
Factors" for a discussion of the uncertainties, risks and assumptions associated
with these forward-looking statements.





Overview





We were
originally incorporated under the laws of the state of Nevada on September 25,
1978 as Casino Consultants, Inc. As a result of the Merger our wholly-owned
subsidiary, ASNI II and Zealous Holdings, which closed on May 9, 2008, Zealous
Holdings merged with and into ASNI-II, with ASNI-II as the surviving corporation
of the Merger. As a result of the Merger, the business of Zealous Holdings
became the business of ASNI-II, and through which our operations are conducted.
Additionally, on October 5, 2007, we changed our name from Atlantic Syndication
Network, Inc. to Zealous Trading Group, Inc.





ASNI-II
carries out its business through its operating subsidiaries, Zealous Asset
Management, LLC, or ZAM and Zealous Capital Markets LLC, or ZCM.  ZCM
wholly-owns and operates Zealous ATS LLC, or ZATS, which is our principal focus
going forward. ZATS plans to be a marketplace to offer an integrated electronic
platform for the trading of alternative assets globally. The ZATS marketplace is
a global community of trading counterparties in our targeted products and
services providing an infrastructure in which to optimize and support investment
and trading strategies for participants.





ZATS has
been tested and used successfully for over 18 months with a major NYSE financial
institution, trading a single stock under Rule 144a. Now, ZATS has been rolled
out to a limited number of users, providing them the ability to trade restricted
stock and illiquid securities of over 1,100 public and private company
securities on a negotiated basis.  The next generation of ZATS, now under
development, will offer an integrated electronic platform for the trading of
alternative assets globally. The ZATS marketplace will be a global community of
trading counterparties. The intention is to provide an infrastructure on which
to optimize the investment and trading strategies for participants.





Our
principal executive offices are located at located at 1800 Century Park East,
Suite 200, Los Angeles, California 90067, and our telephone number is (310)
895-7778





Results
of Operations for the year ended February 29, 2008 compared to year ended
February 28, 2007





We
generated $0 in operating revenues for the year ended February 29, 2008 compared
to $16,033 in operating revenues for the year ended February 28, 2007. This is
because no production activity was undertaken during the year ended February 29,
2008.





During
the year ended February 29, 2008 and February 28, 2007, we incurred operating
expenses of $997,921 and $394,368, respectively, an increase of $564,803 because
of increased operating activities.





We
incurred $158,383 in interest expense during the year ended February 29, 2008
compared to $70,844 in interest expense during the year ended February 28, 2007
because of increased borrowings and various notes issued during the year ended
February 29, 2008. During the year ended February 29, 2008 the Company recorded
a non-cash expense of $66,775,876 in expenses for derivative liability related
to derivative activity during the year ended February 29, 2008, non-cash
amortization of discount on debt for the year ended February 29, 2008 of
$2,280,441 and deferred financing cost of $954,751. There was no derivative
expense, amortization of debt discount and financing costs during the year ended
February 28, 2007.





The net
operating loss figures for the year ended February 29, 2008 and February 28,
2007 were $997,921 and $378,335, respectively. This increase in net loss was the
result of increase in operating expenses.





18


Liquidity
and Capital Resources





We had
$133 in available cash as at February 29, 2008. The available cash balance as at
February 28, 2007 was $27.  We had $3,635,125 receivable from Zealous
Holdings, Inc. as at February 29, 2008. There were no receivables as at February
28, 2007.





During
the year ended February 29, 2008, we made a prepaid deposit of $535,000 towards
a real estate investment. We and the other party in the transaction have since
agreed to convert such prepaid deposit into a secured promissory note in the
amount of $535,000 dated December 7, 2007. The note carries an interest rate of
6%. The note is collateralized by the underlying real estate and related
improvements. Interest relating to the outstanding note receivable was $ 7,955
for the year ended February 29, 2008.





During
the year ended February 29, 2008, we made a prepaid deposit of $50,000 to
Transfer Online Technology Development, LLC, or TOLTD, for future acquisition of
software. We are in the process of finalizing definitive documents to purchase
the trading platform (including the source code, any and all intellectual
property, software, and title in connection with the trading platform) from
TOLTD for an aggregate purchase price of $1million.





As at
February 29, 2008 we have interest payable of $167,208 and non convertible notes
payable of $30,928. As at February 29, 2008 our other current liabilities
included accounts payables of $116,531 and accrued expenses of $16,667. As on
February 29, 2008, we also owed Mr. Kent Wyatt, our Executive Vice President and
Chairman of the Board of Directors note payable in the amount of $164,000 which
is unsecured, payable on demand and carry an interest rate of 7%.





During
the year ended February 29, 2008, the Company issued various convertible notes
payable amounting to $5,122,500. These convertible notes mature at various times
within one year from date of issuance, have an interest rate ranging from 5% to
15% and include an option to convert the notes to common stock at a conversion
price of $0.02 per share.  Along with the convertible notes issued
during the year ended February 29, 2008, the Company issued a total of
119,997,500 warrants convertible at $0.02, $0.03 and $0.05 per share with a term
of three years and five years. Additionally, the Company issued 5,406,249
warrants convertible at $0.03 per share with a five year life, exercisable one
year from the issuance of the note as long as the holder did not demand payment
or exercise the option under the note prior to the maturity date of the note.
The 5,406,249 warrants are not exercisable and the notes are not convertible
unless the Company increases the authorized shares to 1.5 billion.





The
following table shows the amount of Convertible notes payable, secured
convertible debentures and unamortized discount on debt as on February 29,
2008:




15%
      Convertible notes payable
            
            $
            747,5005%
      Secured Convertible Debentures
            
            $
            4,275,00012% Convertible
      Promissory Note
            
            $
            100,000Sub
      Total
            
            $
            5,122,500Less:
      Unamortized Discount on Debt
            
            $
            (2,842,059
            )Total
      as on February, 29, 2008
            
            $
            2,280,441





Within 30
days of the effective date of the merger, we have agreed to file such number of
registration statements with the Securities and Exchange Commission in order to
register (i) all of the shares of Common Stock issuable upon the conversion of
all of the notes and exercises of all of the warrants, (ii) any additional
shares of common stock issuable in connection with any anti-dilution provisions
in the Debentures or the Warrants  or (iii) any securities issuable
upon any stock split, dividend or other
distribution,  recapitalization or similar event. We will file as soon
as practicable additional registration statements to register any of the
registerable Securities that are not registered in the initial registration
statement.  We have agreed to use our best efforts to cause the
initial registration statement to become effective after the initial filing date
but in no event later than the 90th
calendar day following the filing date or, in the event of a “full review” by
the Commission, the 120th
calendar day following the filing date. We have agreed to cause any additional
registration statements which may be required to be filed to become effective
before the 90th
calendar day following the date on which an additional registration statement is
required to be filed.





Pursuant
to Emerging Issue Task Force, or EITF Number 00-19 (Accounting for Derivative
Instruments Indexed to and Potentially Settled in a Company’s Own Stock), we
have determined that the conversion feature in the notes payable is a derivative
instrument subject to Statement of Financial Accounting Standards (“SFAS ”)
Number 133 (Accounting for Derivative Instruments and Hedging Activities).
Pursuant to SFAS Number 133 such embedded instruments are to be accounted for
using fair value and bifurcated from the host instrument. We used Black-Scholes
method of valuation for the embedded derivative instruments. Assumptions used in
determining the fair value of embedded derivative instruments using the
Black-Scholes model include assumption for volatility in the range of 187% for
one year to 252% for 5 year volatility, risk free interest rate of 4% and
dividend yield of 0%.





19
 
  As the
result of such treatment we recorded an expense for derivative liability of
$66,775,876 and amortization of discount on debt of $2,280,441which is
included in the interest expense of $39,047,197for the
year ended February 29, 2008. We also recorded a derivative liability of
$74,762,626 and discount on debt for $2,842,059 for the year ended February 29,
2008.


During
the year ended February 29, 2008, we also issued 24,275,000 warrants for
services relating to financing at an exercise price of $0.03 and a term of five
years. We recorded a net deferred financing cost of $1,909,499, consulting
expense of $556,917 and a derivative liability of $ 4,612,250 related to these
warrants issued during the year ended February 29, 2008.





On
December 20, 2007, subsequent to a modification of the original loan agreement
dated September 28, 2007, we issued a warrant to purchase 5,200 shares of common
stock with a term of 3 years and an exercise price of $0.03 to an individual who
issued us a non-convertible promissory note for $20,800 during the year ended
February 29, 2008. The note including accrued interest on the note was repaid in
full during the quarter ended November 30, 2007. The warrants have been valued
at $0.19 as on February 29, 2008. For the year ended February 29, 2008 a
derivative expense of $936, included in the interest expense and derivative
liability of $936 has been recorded.




We expect
significant capital expenditures during the next 12 months for the development
of the ZATS trading platform, overhead and working capital purposes. We have
sufficient funds to conduct our operations for the next six months as presently
constituted, but not enough to fully really realize our trading platform
development goals for the next twelve months. We will therefore be required to
seek additional financing.  There can be no assurance that additional
financing will be available in amounts or on terms acceptable to us, if at
all.





By
adjusting our operations to the level of capitalization, we believe we have
sufficient capital resources to meet projected cash flow
deficits.  However, if during that period or thereafter, we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations liquidity and
financial condition.





We
presently do not have any available credit, bank financing or other external
sources of liquidity. Due to our brief history and historical operating losses,
our operations have not been a source of liquidity. We will need to obtain
additional capital in order to expand operations and become profitable. In order
to obtain capital, we may need to sell additional shares of our common stock or
borrow funds from private lenders. There can be no assurance that we will be
successful in obtaining additional funding.





We will
still need additional investments in order to continue operations until we are
able to achieve positive operating cash flow. Additional investments are being
sought, but we cannot guarantee that we will be able to obtain such
investments.  Financing transactions may include the issuance of
equity or debt securities, obtaining credit facilities, or other financing
mechanisms. However, the trading price of our common stock and a downturn in the
U.S. stock and debt markets could make it more difficult to obtain financing
through the issuance of equity or debt securities. Even if we are able to raise
the funds required, it is possible that we could incur unexpected costs and
expenses, fail to collect significant amounts owed to us, or experience
unexpected cash requirements that would force us to seek alternative financing.
Further, if we issue additional equity or debt securities, stockholders may
experience additional dilution or the new equity securities may have rights,
preferences or privileges senior to those of existing holders of our common
stock. If additional financing is not available or is not available on
acceptable terms, we will have to curtail our operations.





To date,
we have generated minimal revenues and have incurred operating losses in every
year.  These factors among others may raise substantial doubt about
our ability to continue as a going concern.





Critical
Accounting Policies





Use
of Estimates





The
application of our accounting policies, which are important to our financial
position and results of operations, requires significant judgments and estimates
on the part of management. These estimates bear the risk of change due to the
inherent uncertainty attached to the estimate and are likely to differ to some
extent from actual results. Critical accounting policies requiring use of
estimates are the derivative accounting and share based payments.





Derivative
Instruments





We
account for conversion options embedded in convertible notes in accordance with
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133") and "Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock" ("EITF 00-19"). SFAS 133
generally requires companies to bifurcate conversion options embedded in
convertible notes from their host instruments and to account for them as free
standing derivative financial instruments in accordance with EITF 00-19. SFAS
133 provides for an exception to this rule when convertible notes, as host
instruments, are deemed to be conventional as that term is described in the
implementation guidance under Appendix A to SFAS 133 and further clarified in
EITF 05-2 "The Meaning of "Conventional Convertible Debt Instrument" in Issue
No. 00-19.





20


We
account for convertible notes deemed conventional and conversion options
embedded in non-convertible notes which qualify as equity under EITF 00-19, in
accordance with the provisions of Emerging Issues Task Force Issue ("EITF 98-5”)
Accounting for Convertible Securities with Beneficial Conversion Features," and
EITF 00-27 "Application of EITF 98-5 to Certain Convertible Instruments,"
Accordingly, we record, as a discount to convertible notes, the intrinsic value
of such conversion options based upon the differences between the fair value of
the underlying common stock at the commitment date of the note transaction and
the effective conversion price embedded in the note. Debt discounts under these
arrangements are amortized to interest expense over the term of the related debt
to their earliest date of redemption using the interest rate
method.





We
account for embedded conversion options in non-conventional convertible notes
which do not qualify as equity under EITF 00-19, as derivation liabilities.
Accordingly, we determine the fair value (as determined under the Black-Scholes
Valuation Method) of all embedded derivatives (usually conversion option and
warrants). Such fair value is recorded as a debt discount up to the proceeds of
the debt and any amount in excess of the proceeds of the debt is charged to
operations at the security issuance date.





We
account for the issuance of common stock purchase warrants issued and other free
standing derivative financial instruments in accordance with the provisions of
EITF 00-19. Based on the provisions of EITF 00-19, we classify as equity any
contracts that (i) require physical settlement or net-share settlement or (ii)
gives us a choice of net-cash settlement or settlement in its own shares
(physical settlement or net-share settlement).  We classify as assets
or liabilities any contracts that (i) require net-cash settlement (including a
requirement to net cash settle the contract if an event occurs and if that event
is outside control of the Company and (ii)give the counterparty a choice of
net-cash settlement or settlement in shares (physical settlement or net-share
settlement). All of the outstanding warrants have been classified as free
standing derivative liabilities.





Stock
based Compensation





Effective
January 1, 2006, we adopted SFAS No. 123R, "Share Based Payment," using the
modified-prospective-transition method. There was no effect to the accompanying
financial statements pursuant to the adoption of SFAS No.123R since at the date
of the adoption, all employee stock options were fully vested. SFAS No. 123R is
a revision of SFAS No. 123, and supersedes APB Opinion No. 25, and its related
implementation guidance. SFAS No. 123R addresses all forms of share-based
payment awards including shares issued under employee stock purchase plans,
stock options, restricted stock and stock appreciation rights. Under SFAS No.
123R, stock-based awards result in a cost that will be measured at Fair value on
the award's grant date, based on the estimated number of awards that are
expected to vest that will result in a charge to operations.





The cost
of stock-based compensation awards issued to non-employees for services are
recorded at either the fair value of the services rendered or of the instruments
issued in exchange for such services, whichever is more readily determinable,
using the measurement date guidelines enumerated in Emerging Issues Task Force
("EITF") Issue No. 96-18, "Accounting for Equity Instruments that Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services."





Recent
Accounting Pronouncements





Statement No. 160 Non controlling Interests in Consolidated
Financial Statements—an amendment of ARB No. 51





This
statement requires that the ownership interests in subsidiaries held by parties
other than the parent be clearly identified, labeled, and presented in the
consolidated statement of financial position within equity, but separate from
the parent’s equity. This Statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008 (that
is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is
prohibited. The Company will adopt this statement on January 1,
2009.





Statement
No. 141 (revised 2007) Business Combinations





This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquirer), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. This Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations.
This Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. We will adopt this statement on
January 1, 2009.




21


Statement
No. 159 Fair Value Option for Financial Assets and Financial
Liabilities—Including an amendment of FASB Statement No. 115





This
Statement applies to all entities, including not-for-profit organizations. Most
of the provisions of this Statement apply only to entities that elect the fair
value option. However, the amendment to FASB Statement No. 115, Accounting for
Certain Investments in Debt and Equity Securities, applies to all entities with
available-for-sale and trading securities. Some requirements apply differently
to entities that do not report net income. This Statement is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of FASB Statement No. 157, Fair Value Measurements.





Statement
No. 157, Fair Value Measurements





This
Statement establishes a framework for measuring fair value and expands
disclosures about fair value measurements. The changes to current practice
resulting from the application of this statement relate to the definition of
fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. We will be required to adopt the provisions on
SFAS No. 157 on March 1, 2008. We are currently evaluating the
impact of adopting the provisions of SFAS No. 157 but do not believe
that the adoption of SFAS No. 157 will materially impact our financial
position, cash flows, or results of operations.




ITEM
7A. Quantitative and
Qualitative Disclosures About Market Risk.





Not
required under Regulation S-K for “smaller reporting companies.”




22


ITEM
8. Financial
Statements.




INDEX
TO FINANCIAL STATEMENTS 
 ZEALOUS
TRADING GROUP, INC.
  For
      the Years Ended February 29, 2008 and February 28, 2007Reports
      of Independent Registered Public Accounting Firms
              F-2
      to F-3Consolidated
      Balance Sheets as of February 29, 2008 and February 28,
    2007
              F-4Consolidated
      Statements of Operations for the years ended February 29, 2008 and
      February 28, 2007
              F-5Consolidated
      Statements of Stockholders’ Deficiency for the years ended February 29,
      2008 and February 28, 2007
              F-6Consolidated
      Statements of Cash Flows for the years ended February 29, 2008 and
      February 28, 2007
              F-7Notes
      to Consolidated Financial Statements
              F-8
      to F-19
  F-1
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Stockholders of
 Zealous
Trading Group, Inc.
 (formerly
known as Atlantic Syndication Network, Inc.)
 We have
audited the accompanying consolidated balance sheet of Zealous Trading Group,
Inc. and Subsidiary (“the Company”) as of February 29, 2008 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the year then ended.  These consolidated financial statements are the
responsibility of the Company's management.   Our responsibility
is to express an opinion on these consolidated financial statements based on our
audit.
 
 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 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 provides a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Zealous Trading Group, Inc.
and Subsidiary as of February 29, 2008, and the results of its operations and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements, the Company’s recurring losses and
insufficient working capital to finance operations raise substantial doubt about
the Company’s ability to continue as a going concern.  Management’s
plans are described in Note 1 to the consolidated financial
statements.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty
 
 /s/
Berkovits & Company, LLP
 
 Ft.
Lauderdale, Florida
 June 6,
2008
 
 F-2
  Larry
O'Donnell, CPA, P.C.
 Telephone (303)
      745-4545
                    2228 South Fraser
      StreetFax (303)
      369-9384
                    Unit
    IEmail
      larryodonnellcpa@msn.com
                    Aurora,
      Colorado    80014www.larryodonnellcpa.com
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of
Directors
 Zealous
Trading Group, Inc.
 (formerly
Atlantic Syndication Networks, Inc.)
 
 I have
audited the accompanying consolidated balance sheet of Zealous Trading Group,
Inc. (formerly Atlantic Syndication Networks, Inc.)  as of February
28, 2007, and the related consolidated statements of operations, stockholders’
deficiency and cash flows for the year then ended.  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 the standards of the Public Company
Accounting Oversight Board (United States).  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 audit provides a reasonable basis for
my opinion.
 
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Zealous Trading Group,
Inc. (formerly Atlantic Syndication Networks, Inc.)  as of February
28, 2007, and the consolidated results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting principles
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 1 to the financial
statements, the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern. Managements plans regarding
these matters are described in the notes to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 Larry
O'Donnell, CPA, P.C.
 
 June 7,
2007
  F-3
 ZEALOUS
TRADING GROUP, INC. AND SUBSIDIARY
 (Formerly
Atlantic Syndication Network, Inc.)
 CONSOLIDATED
BALANCE SHEETS
 
 February
      29,
              
              
              February
      28,ASSETS
              
              2008
              
              
              2007Current
      Assets:Cash
              
              $
              133
              
              
              $
              27Note
      Receivable - Zealous Holdings, Inc.
              
              
              3,635,125
              
              
              
              -Accrued
      Interest Receivable
              
              
              115,902
              
              
              
              -Prepaid
      Expense
              
              
              22,650
              
              
              
              -Deposit
              
              
              50,000
              
              
              
              -Real
      Estate Note  Receivable
              
              
              535,000
              
              
              
              -Deferred
      Financing Costs, net of amortization of879,938
              
              
              1,909,499
              
              
              -Total
      Current Assets
              
              $
              6,268,309
              
              
              $
              27LIABILITIES AND
      STOCKHOLDERS’ DEFICIENCYCurrent
      Liabilities:Accounts
      Payable
              
              $
              116,531
              
              
              $
              77,072Accrued
      Expenses
              
              
              16,667
              
              
              
              618,354Accrued
      Interest Payable
              
              
              167,208
              
              
              
              11,250Non-Convertible
      Notes Payable
              
              
              30,928
              
              
              
              38,428Convertible
      debt, net of debt discount of $2,842,059
              
              
              2,280,441
              
              
              
              -Derivative
      Liability for conversion option and warrants
              
              
              74,762,626
              
              
              
              -Note
      Payable to Stockholder
              
              
              164,000
              
              
              
              214,744Total
      Current Liabilities
              
              
              77,538,401
              
              
              
              959,848Stockholders’
      Deficiency:Preferred
      Stock -    500,000 shares
      authorized at $0.01 par value, none issued
      or outstanding
              
              
              -
              
              
              
              -Common
      Stock -
                50,000,000 shares
      authorized at $0.001 par value, 48,131,444
      and 40,491,444 shares
                issued andoutstanding,
      respectively
              
              
              48,131
              
              
              
              40,491Additional
      Paid-in Capital
              
              
              2,818,002
              
              
              
              2,434,942Accumulated
      Deficit
              
              
              (74,136,225
              )
              
              
              (3,435,254
              )Total
      Stockholders’ Deficiency
              
              
              (71,270,092
              )
              
              
              (959,821
              )Total
      Liabilities and Stockholders’ Deficiency
              
              $
              6,268,309
              
              
              $
              27
    F-4
  ZEALOUS
TRADING GROUP, INC. AND SUBSIDIARY
 (Formerly
Atlantic Syndication Network, Inc.)
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 For the
years ended
  February
      29,
                  2008
                
                
                February
      28,
                  2007Revenues
                
                $
                -
                
                
                $
                16,033Operating
      Expenses:Consulting
      Expense
                
                
                566,517
                
                
                
                -Depreciation
                
                
                -
                
                
                
                25,478Professional
      Fees
                
                
                283,371
                
                
                
                -General
      and Administrative
                
                
                148,033
                
                
                
                368,890Total
      Operating Expenses
                
                
                997,921
                
                
                
                394,368Loss
      from operations
                
                
                (997,921
                )
                
                
                (378,335
                )Other
      Income/(Expenses):Expenses
      related to Derivative Liability
                
                
                (66,775,876
                )
                
                
                -Financing
      Costs, including amortization
      of debt discountof
      $2,280,442
                
                
                (3,235,192
                )
                
                
                -Interest
      Expense
                
                
                (158,383
                )
                
                
                (70,844
                )Liability
      Settlement Income
                
                
                350,499
                
                
                
                -Interest
      Income
                
                
                115,902
                
                
                
                -
 Net
      Other Expenses
                
                
                (69,703,050
                )
                
                
                (70,844
                )Net
      Loss
                
                $
                (70,700,971
                )
                
                $
                (449,179
                )Net
      Loss per share – Basic and Diluted
                
                $
                (1.56
                )
                
                $
                (0.01
                )Weighted
      average number of common shares outstanding- Basic and
    Diluted
                
                
                45,124,313
                
                
                
                40,491,345
     F-5
  ZEALOUS TRADING GROUP, INC. AND
SUBSIDIARY.
 (Formerly
Atlantic Syndication Network, Inc.)
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
 For the
years ended February 29, 2008 and February 28, 2007
  Common Stock
                
                
                Additional
                
                
                
                
                
                TotalPaid
      In
                
                
                Accumulated
                
                
                Stockholders’Shares
                
                
                Amount
                
                
                Capital
                
                
                Deficit
                
                
                DeficiencyBalance,
      February 28, 2006
                
                
                32,322,444
                
                
                $
                32,322
                
                
                $
                2,128,471
                
                
                $
                (2,986,075
                )
                
                $
                (825,282
                )Sale
      – Unregistered Stock
                
                
                1,919,000
                
                
                
                1,919
                
                
                
                113,221
                
                
                
                -
                
                
                
                115,140Issuance
      of common stock for services
                
                
                2,250,000
                
                
                
                2,250
                
                
                
                77,250
                
                
                
                -
                
                
                
                79,500Issuance
      of stock for debt conversion
                
                
                4,000,000
                
                
                
                4,000
                
                
                
                116,000
                
                
                
                -
                
                
                
                120,000Net
      Loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (449,179
                )
                
                
                (449,179
                )Balance,
      February28, 2007
                
                
                40,491,444
                
                
                
                40,491-
                
                
                
                2,434,942
                
                
                
                (3,435,254
                )
                
                
                (959,821
                )Issuance
      of common stock  for services
                
                
                4,640,000
                
                
                
                4,640
                
                
                
                296,060
                
                
                
                -
                
                
                
                300,700Issuance
      of common stock  for liabilityPayment
                
                
                3,000,000
                
                
                
                3,000
                
                
                
                87,000
                
                
                
                -
                
                
                
                90,000Net
      Loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (70,700,971
                )
                
                
                (70,700,971
                )Balance,
      February 29, 2008
                
                
                48,131,444
                
                
                $
                48,131
                
                
                $
                2,818,002
                
                
                $
                (74,136,225
                )
                
                $
                (71,270,092
                )
 
 
 
 
  F-6
 ZEALOUS
TRADING GROUP, INC. AND SUBSIDIARY
 (Formerly
Atlantic Syndication Network, Inc.)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 For the
years ended
 February 29,
                  2008
                
                
                February 28,
                  2007Cash
      Flows from operating activities:Net
      Loss
                
                $
                (70,700,971
                )
                
                $
                (449,179
                )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Depreciation
                
                
                -
                
                
                
                25,478Common
      stock for services
                
                
                300,700
                
                
                
                79,500Liability
      Settlement Income
                
                
                (350,499
                )Amortization
      of Deferred Financing Costs andDebt
      Discount
                
                
                3,235,192
                
                
                
                -Expenses
      related to Derivative Liability
                
                
                66,775,876
                
                
                
                -Changes
      in operating assets and liabilities:Prepaid
      Expenses
                
                
                (22,650
                )
                
                
                -Interest
      Receivable
                
                
                (115,902
                )
                
                
                -Accrued
      Interest Payable
                
                
                148,264
                
                
                
                -Accrued
      Expenses
                
                
                (122,438
                )
                
                
                -Accounts
      Payable
                
                
                39,459
                
                
                
                8,832Net
      cash used in operating activities
                
                
                (812,969
                )
                
                
                (335,269
                )Cash
      Flows from Investing Activities:Deposit
                
                
                (50,000
                )
                
                
                11,350Advance
      on Real Estate Note Receivable
                
                
                (535,000
                )
                
                
                -Advance
      to Zealous Holdings, Inc. pursuant to lineof
      credit
                
                
                (3,635,125
                )
                
                
                -Net
      cash (used in) provided by investing activities
                
                
                (4,220,125
                )
                
                
                11,350Cash
      Flows from Financing Activities:Proceeds
      from Issuance of Stock
                
                
                -
                
                
                
                114,140(Repayment)
      of Short-Term Loans
                
                
                (31,056
                )
                
                
                (11,220
                )Proceeds
      from Convertible Debt
                
                
                5,122,500
                
                
                
                -Proceeds
      from Non-Convertible Notes Payable
                
                
                64,300(Repayment)
      of Non-Convertible Notes Payable
                
                
                (71,800
                )(Repayment)
      Advance on Note Payable toStockholder
                
                
                (50,744
                )
                
                
                219,646Net
      cash provided by financing activities
                
                
                5,033,200
                
                
                
                323,566Increase
      (decrease) in cash
                
                
                106
                
                
                
                (453
                )Cash,
      beginning of the period
                
                
                27
                
                
                
                480Cash,
      end of the period
                
                $
                133
                
                
                $
                27Supplemental
      Disclosure of Cash Flow Information:Interest
      Paid
                
                $
                2,425
                
                
                $
                70,844Supplemental
      Disclosure of Non-Cash Investing and Financing Activities:Debt
      Discount
                
                $
                2,842,059
                
                
                $
                -
 
 The accompanying notes are an
integral part of these consolidated financial
statements.
 F-7
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
  Note
      1
                  Nature
      and Continuance of Operations
 Nature of Operations:
  Zealous
Trading Group, Inc., (“the Company”) was originally incorporated under the laws
of the state of Nevada on September 25, 1978 as Casino Consultants, Inc. Prior
to September 1992, the Company was dormant. On September 15, 1992, the Company
entered into an Agreement and Plan of Reorganization with Ad Show Network, Inc.,
a Nevada corporation, whereby the Company acquired the assets of Ad Show
Network, Inc., subject to certain liabilities, for shares of the Company’s
common stock. On September 15, 1992, the Company changed its name to A.S.
Network, Inc. On October 14, 1992, the Company changed its name to Ad Show
Network, Inc. On August 17, 1995, the Company changed its name to Atlantic
Syndication Network, Inc. On October 5, 2007, the Company filed an amendment to
its Articles of Incorporation changing its name to Zealous Trading Group,
Inc.
 
 Prospectively,
      the Company will devote its resources to the development of the Zealous
      Alternative Trading System (the "ZATS System”). The ZATS System has the
      capability of becoming a global electronic marketplace that supports and
      executes trades for buyers and sellers of restricted and illiquid
      securities, and has been tested and used successfully by a major financial
      institution.
 
 Going
      Concern:
  At
February 29, 2008, the Company has not yet achieved profitable operations, has
insufficient working capital to fund ongoing operations, has continuing
losses from operations and expects to incur further losses in the
development of its business, all of which casts substantial doubt about the
Company’s ability to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management believes that the Company may be able to obtain
additional funds through equity financing and/or related party advances; however
there is no assurance that additional funding will be
available.
  The
      consolidated financial statements have been prepared in accordance with
      generally accepted accounting principles applicable to a going concern,
      which assumes that the Company will be able to meet its obligations and
      continue its operations.  Realization values may be
      substantially different from carrying values as shown.  These
      consolidated financial statements do not give effect to adjustments that
      would be necessary to the carrying values and classification of assets and
      liabilities should the Company be unable to continue as a going
      concern.
 
 Note
2 Significant accounting
policies
 
 Principles of
Consolidation
 
 These
consolidated financial statements include the accounts of Zealous Trading Group,
Inc. (the “Company”), and its wholly owned subsidiary, ASNI-II, a Delaware
corporation. All intercompany balances and transactions have been eliminated in
consolidation.
  F-8
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
  Use of
      Estimates
 
 The
      application of our accounting policies, which are important to our
      financial position and results of operations, requires significant
      judgments and estimates on the part of management. These estimates bear
      the risk of change due to the inherent uncertainty and are likely to
      differ to some extent from actual results. Accounting policies requiring
      the use of the most significant estimates are in the areas of derivative
      accounting and share based
payments.
 
 Derivative
Instruments
 
 The
      Company accounts for conversion options embedded in convertible notes
      payable in accordance with the Statements of Financial Accounting
      Standards (“SFAS”)  Number 133 "Accounting for Derivative
      Instruments and Hedging Activities" ("SFAS 133") and "Accounting for
      Derivative Financial Instruments Indexed to, and Potentially Settled in, a
      Company's Own Stock" [Emerging Issues Task Force ("EITF")] ("EITF 00-19").
      SFAS 133 generally requires companies to bifurcate conversion options
      embedded in convertible notes from their host instruments and to account
      for them as free standing derivative financial instruments in accordance
      with EITF 00-19. SFAS 133 provides for an exception to this rule when
      convertible notes, as host instruments, are deemed to be conventional as
      that term is described in the implementation guidance under Appendix A to
      SFAS 133 and further clarified in EITF 05-2 "The Meaning of "Conventional
      Convertible Debt Instrument" in Issue No.
00-19.
 
 The
      Company accounts for convertible notes deemed conventional and conversion
      options embedded in non-convertible notes which qualify as equity under
      EITF 00-19, in accordance with the provisions of Emerging Issues Task
      Force Issue “Accounting for Convertible Securities with Beneficial
      Conversion Features," ("EITF 98-5”) and "Application of EITF 98-5 to
      Certain Convertible Instruments," (“EITF 00-27”) Accordingly, the Company
      records, as a discount to convertible notes, the intrinsic value of such
      conversion options based upon the differences between the fair value of
      the underlying common stock at the commitment date of the note transaction
      and the effective conversion price embedded in the note. Debt discounts
      under these arrangements are amortized to financing expense over the term
      of the related debt.
 
 The
      Company accounts for embedded conversion options in non-conventional
      convertible notes which do not qualify as equity under EITF 00-19, as
      derivation liabilities. Accordingly, the Company determines the fair value
      (as determinedunder the Black-Scholes Valuation Method) of all embedded
      derivatives (usually conversion option and warrants). Such fair value is
      recorded as a debt discount up to the proceeds of the debt and any amount
      in excess of the proceeds of thedebt is charged to operations at the
      security issuance date.
 
 The
      Company accounts for the issuance of common stock purchase warrants issued
      and other free standing derivative financial instruments in accordance
      with the provisions of EITF 00-19. Based on the provisions of EITF 00-19,
      the Company classifies as equity any contracts that (i) require physical
      settlement or net-share settlement or (ii) gives the Company a choice of
      net-cash settlement or settlement in its own shares (physical settlement
      or net-share settlement).The Company classifies as assets or liabilities
      any contracts that (i) require net-cash settlement (including a
      requirement to net cash settle the contract if an event occurs and if that
      event is outside the control of the Company and
  (ii)
 give
      the counterparty a choice of net-cash settlement or settlement in shares
      (physical settlement or net-share
settlement).
  F-9
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 Also,
      based on the provisions of paragraph 19 of EITF 0019 the Company evaluates
      whether sufficient number of authorized and unissued shares exists at the
      classification assessment date to control settlement by delivering shares.
      If not enough number of shares are authorized by the Company, then share
      settlement is not within the control of the Company and asset or liability
      classification is required. Accordingly, all of the outstanding warrants
      have been classified as free standing derivative liabilities since as of
      February 29, 2008, the Company does not have sufficient authorized shares
      to accommodate the issuance of shares resulting from the conversions.
      Additionally, the notes or warrants cannot be converted until an amendment
      to the Article of Incorporation of the Company increases the number of
      authorized common stock to 1,500,000,000.  (See notes 8 and
      12.)
 
 Stock based
Compensation
 
 Effective
      January 1, 2006, the Company adopted SFAS No. 123R, "Share Based Payment,"
      (“SFAS No. 123”) using the modified-prospective-transition method. There
      was no effect to the accompanying financial statements pursuant to the
      adoption of SFAS No.123R since at the date of the adoption, all employee
      stock options were fully vested. SFAS No. 123R is a revision of SFAS No.
      123, and supersedes APB Opinion No. 25, and its related implementation
      guidance. SFAS No. 123R addresses all forms of share-based payment awards
      including shares issued under employee stock purchase plans, stock
      options, restricted stock and stock appreciation rights. Under SFAS No.
      123R, stock-based awards result in a cost that will be measured at fair
      value on the award's grant date, based on the estimated number of awards
      that are expected to vest that will result in a charge to
      operations.
 
 The
      cost of stock-based compensation awards issued to non-employees for
      services are recorded at either the fair value of the services rendered or
      of the instruments issued in exchange for such services, whichever is more
      readily determinable, using the measurement date guidelines enumerated in
      EITF Issue No. 96-18, "Accounting for Equity Instruments that Are Issued
      to Other Than Employees for Acquiring, or in Conjunction with Selling,
      Goods or Services."
 
 Basic and Diluted Loss Per
Share
 
 The
Company computes net loss per share in accordance with SFAS No. 128, "Earnings
Per Share".  SFAS No. 128 requires presentation of both basic and
diluted earnings per share (“EPS”) on the face of statement of
operations.  Basic EPS is computed by dividing net loss available to
common shareholders by the weighted average number of common shares outstanding
during the year.  Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period including stock options and
warrants, using the treasury stock method and convertible debt using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants.  For the year ended
February 29, 2008 basic and diluted loss per common share are the same as the
company has net losses for these periods and the effect of the assumed exercise
of warrants and conversion of debt would be anti-dilutive. For the year ended
February 28, 2007 there were no potentially dilutive securities outstanding. For
the year ended February 29, 2008, the Company had potentially dilutive common
shares of 149,678,949 and 256,125,000 attributable to warrants and convertible
debt, respectively.
  F-10
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 Fair Value
of  Financial instruments and Notes payable
 
 The
carrying values of cash, accounts payable, accrued expenses and due to related
parties approximate their fair value because of the short maturity of these
instruments.  The carrying value of the note receivable from Zealous
Holdings, Inc., the real estate note receivable and both the convertible and
non-convertible debt approximate fair value due to the interest rate on these
instruments approximating that of similar instruments having similar terms. It
is management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.
  Income
taxes
 
 The
Company adopted the SFAS No. 109, “Accounting for Income Taxes”. Pursuant to
SFAS No. 109, deferred income tax assets and liabilities are computed for
differences between the financial statement carrying amounts and the respective
tax bases. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
periods in which those differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred income
tax assets to the amount expected to be realized.
 
 Potential
benefits of net operating losses have not been recognized in the financial
statements because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward in future
years.
  Reclassifications
  Certain
amounts from the previous year have been reclassified to conform to the current
year presentation. Such reclassifications had no effect on net income or
shareholders’ equity presentation.
  Recent Accounting
Pronouncements
  In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”).
SFAS No. 157 establishes a framework for measuring fair value and
expands disclosures about fair value measurements. The changes to current
practice resulting from the application of this statement relate to the
definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements. The Company will be required
to adopt the provisions on SFAS No. 157 on March 1, 2008. The
Company is currently evaluating the impact of adopting the provisions of
SFAS No. 157 but does not believe that the adoption of
SFAS No. 157 will materially impact its financial position, cash
flows, or results of operations.
  In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities — Including an Amendment of
FASB Statement No. 115,” (“SFAS No. 159”), which is effective for
fiscal years beginning after November 15, 2007. SFAS No. 159
permits an entity to choose to measure many financial instruments and certain
other items at fair value at specified election dates. Subsequent unrealized
gains and losses on items for which the fair value option has been elected will
be reported in earnings. The Company is currently evaluating the potential
impact of SFAS No. 159.
  F-11
 Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
  In
December 2007 the FASB issued Statement No. 160 “Non controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51”. This statement
requires that the ownership interests in subsidiaries held by parties other than
the parent be clearly identified, labelled, and presented in the consolidated
statement of financial position within equity, but separate from the parent’s
equity. This Statement is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited. The
Company will adopt this statement on January 1, 2009.
 
 In
December 2007 the FASB issuedStatement No. 141
(revised 2007) “Business Combinations”.This Statement applies
to all transactions or other events in which an entity (the acquirer) obtains
control of one or more businesses (the acquirer), including those sometimes
referred to as “true mergers” or “mergers of equals” and combinations achieved
without the transfer of consideration, for example, by contract alone or through
the lapse of minority veto rights. This Statement applies to all business
entities, including mutual entities that previously used the
pooling-of-interests method of accounting for some business combinations. This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The Company will adopt this
statement on January 1, 2009.
 
 Note
3 Related Party Balances and
Transactions
 
 During
the year ended February 29, 2008 the Company issued 1,000,000 restricted shares
of its common stock valued at $0.03 to the Company’s CEO for consulting services
and recorded an expense of $30,000. The Company also issued 1,340,000 shares of
common stock valued at an aggregate value of $0.015 per share to board members
for services rendered and 3,000,000 shares of common stock having a value per
share of $0.03 to the Company’s Executive Vice President and Chairman of the
Board, for accrued compensation. The shares were valued at the market price on
the date of issuance.
 
 Pursuant
to a line of credit the Company has committed to lend Zealous Holdings,
Inc. up to $5,000,000 for working capital purposes. Amounts advanced
through February 29, 2008 are evidenced by  a note receivable for
$3,635,125. This note carries an interest rate of 8.5% and is due on December
31, 2008. Interest earned on this note amounted to $107,947 for year ended
February 29, 2008. Upon
merger(see
note 12)the
balance outstanding along with accrued interest on this note receivable shall be
eliminated with corresponding liabilities of Zealous Holdings,
Inc.
  Note
payable to a stockholder as of February 29, 2008 consists of $164,000 due to the
Company’s Executive Vice President and Chairman of the Board. This note is
unsecured, payable on demand and carries an interest rate of 7%. In the event
that the note is not paid on or before July 19, 2008, the outstanding balance at
such time will be increased by 5%. In the event that the note is not paid on or
before August 20, 2008, the outstanding balance at such time, and every 30 days
thereafter, will be increased by 10% until such time as the note is repaid in
full. Interest accrued on this note payable amounted to $12,442 as on February
29, 2008. During the year ended February 29, 2008, our Chairman of the Board
agreed to forgive other amounts owed him for accrued compensation and accrued
rent of $350,499. The company has recognized this amount as Liability Settlement
Income during the year ended February 29, 2008.
  The
Company also entered into a consulting agreement with our Chairman of the Board
for a term of one year, at an annual compensation of $96,000.
 
 F-12
 
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 Note
4 Deposit
 
 During
the year ended February 29, 2008, the Company made a deposit of $50,000 to
Transfer Online Technology Development, LLC (“TOLTD”), for the future
acquisition of all rights, title and interest in and to an online/electronic
trading platform, including without limitation, the source code, software, any
and all intellectual property rights and title related to such trading platform.
(See note 12).
 
 Note
5 Real Estate Note
Receivable
 
 During
the year ended February 29, 2008, the Company made a deposit of $535,000 towards
a real estate investment. The Company and counter-party in the transaction have
since agreed to convert such deposit into a secured promissory note in the
amount of $535,000. The note carries an interest rate of 6%. The note is
collateralized by the underlying real estate and related improvements. Interest
relating to the outstanding note receivable was $7,955 for the year ended
February 29, 2008.
 
 Note
6 Non-Convertible Notes
Payables
 
 As at
February 29, 2008 the company has non-convertible notes payables in the amount
of $30,928. During the year ended February 29, 2008, the Company issued various
non- convertible notes payable of $ 64,300 carrying an interest rate ranging
from 5% to 21%, out of which $57,300 (including accrued interest) were repaid in
the year ended February 29, 2008.
 
 Note
7 Convertible Debt and
Derivative Instruments
 
 During
the year ended February 29, 2008, the Company issued various convertible notes
payable amounting to $5,122,500. These included convertible notes payable for
$747,500 with an interest of 15%, senior secured convertible debentures for
$4,275,000 with an interest rate of 5% and a convertible promissory note for
$100,000 with an interest rate of 12% to an affiliated company. The secured
convertible debentures are collateralized by substantially all of the Company’s
assets. These convertible notes and debentures mature at various times within
one year from date of issuance, and include an option to convert the notes to
common stock at a conversion price of $0.02 per share. Along with the
convertible notes the Company also issued a total of 119,992,500 warrants to
purchase stock at $0.02 to $0.05 per share with a term of three to five years.
Additionally, the Company issued 5,406,249 warrants convertible at $0.03 per
share with a five year life, exercisable one year from the issuance of the note
as long as the holder did not demand payment or exercise the option under the
note prior to the maturity date of the note.
  In
connection with the 5% Secured Convertible Debentures, within 30 days of the
effective date of the merger (see note 12), the Company has agreed to file
registration statements with the Securities and Exchange Commission in order to
register (i) all of the shares of Common Stock issuable upon the conversion of
all of the notes and exercises of all of the warrants, (ii) any additional
shares of common stock issuable in connection with any anti-dilution provisions
in the Debentures or the Warrants  or (iii) any securities issuable
upon any stock split, dividend or other
distribution,  recapitalization or similar event. In addition,
the Company has agreed to use its best efforts to cause the initial registration
statement to become effective after the initial filing date but in no event
later than the 90th calendar day following the filing date or, in the event of a
“full review” by the Commission, the 120th calendar day following the filing
date and to cause any additional registration statements which may be required
to be filed to become effective before the 90th calendar day following the date
on which an additional registration statement is required to be
filed.
 
 F-13
 
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 
 If the
registration statements are not filed in accordance with debenture agreements,
the Company may be liable to pay liquidating damages to the note holders equal
to 1.5% of the proceeds received.  The payment must be made to the
holders within a specified time frame otherwise the liquidating damages accrued
interest up to a maximum of 18% of the initial proceeds.
 
 The
following table shows the amount of Convertible notes payable, secured
convertible debentures and unamortized discount on debt as on February 29,
2008:
 
 15%
      Convertible Notes Payable
                
                $
                747,5005%
      Secured Convertible Debentures
                
                
                4,275,00012%
      Convertible Promissory Note – ZealousHoldings,
      Inc.
                
                
                100,000Sub
      Total
                
                
                5,122,500Less:
      Unamortized Discount on Debt
                
                
                (2,842,059
                )Total
      as on February, 29, 2008
                
                $
                2,280,441
  Pursuant
to EITF 00-19 (Accounting for Derivative Instruments Indexed to and Potentially
Settled in a Company’s Own Stock), the Company has determined that the
conversion feature in the notes payable is a derivative instrument subject to
SFAS No. 133 (Accounting for Derivative Instruments and Hedging Activities).
Pursuant to SFAS No. 133 such embedded instruments are to be accounted for using
fair value and bifurcated from the host instrument. The Company uses
Black-Scholes method of valuation for the embedded derivative instruments.
Assumptions used in determining the fair value of embedded derivative
instruments using the Black-Scholes model include assumption for volatility in
the range of 187% for one year to 252% for 5 year volatility, risk free interest
rate of 4% and dividend yield of 0%.
 As the
result of such treatment the Company recorded an expense
forderivative liability of $66,775,876
and amortization of discount on debt of $2,280,441 during the year ended
February 29, 2008. The Company also recorded a derivative liability of
$74,762,626 and discount on debt of $2,842,059 for the year ended February 29,
2008.
 As the
result of such treatment the Company recorded a change in the fair value of the
derivative liability of $66,814,626 and amortization of discount on debt of
$2,280,441 during the year ended February 29, 2008. The Company also recorded a
derivative liability of $74,762,626 and discount on debt of $2,842,059 for the
year ended February 29, 2008.
  During
the year ended February 29, 2008, the Company also issued 24,275,000 warrants
for services relating to financing at an exercise price of $0.03 and a term of
five years. The Company recorded a net deferred financing cost of $1,909,499,
consulting expense of $527,767 and a derivative liability of $ 4,612,250 related
to these warrants issued during the year ended February 29, 2008.
  On
December 20, 2007, subsequent to a modification of the original loan agreement
dated September 28, 2007, the Company issued a warrant to purchase 5,200 shares
of common stock with a term of 3 years and an exercise price of $0.03 to an
individual who issued the Company a non-convertible promissory note for $20,800.
The note including accrued interest on the note was repaid in full during the
quarter ended November 30, 2007. The warrants have been valued at $0.19 as of
February 29, 2008.
 
 F-14
 
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 Note
8 Stockholders’
Equity
 
 Common
Stock
 
 During
the year ended February 29, 2008, the Company issued 4,640,000 shares of its
common stock for services received by the Company and 3,000,000 as payment of
accrued liabilities to a stockholder. In addition to these shares, the Company
issued 24,275,000 warrants to purchase its common stock at $0.03 to various
parties for consulting services received by the company during the year ended
February 29, 2008. These warrants have a life of 5 years from the date of
issuances. The Company also issued 5,200 warrants to purchase its common stock
at $0.03 in exchange for services received by the company during the year ended
February 29, 2008.
 
 During
the year ended February 28, 2007, the Company issued 1,919,000 and 2,250,000
shares of its common stock for $115,140 cash and services, respectively. The
Company also issued 4,000,000 shares of its common stock to a stockholder and
current Chairman of the Board, for settlement of a $120,000 liability payable to
him.
 
 Warrants
  In
connection with funds raised by the Company during the year ended February 29,
2008, as discussed in Note 7, the Company issued warrants to purchase
119,992,500 shares of common stock at $0.02 to $0.05 per share and warrants to
purchase 5,406,249 shares of common stock at $0.03 per share over five
years.  These warrants are exercisable one year from the issuance of
the note as long as the holder does not demand payment or exercise the option
under the note prior to the maturity date of the note.
  On
September 19, 2007, the Company and Empire Financial Group, Inc. (“Empire”)
entered into an exclusive finder’s fee agreement in which Empire would be the
exclusive finder in connection with the Company’s convertible debt issuances of
up to $3,000,000.  Pursuant to the terms of this agreement, the
Company would pay Empire a seven percent (7%) cash fee on the aggregate proceeds
received plus a 10% warrant compensation.  The warrants have piggyback
registration rights. The Company paid $299,250 and issued 21,375,000 warrants to
Empire during the year ended February 29, 2008 pursuant to this
agreement.
  Effective
October 17, 2007, the Company entered into a finder’s fee agreement with two
individuals. As consideration for certain introductions, the individuals
received 400,000 shares of common stock at a price of $0.02 per share and
five-year warrants to purchase 300,000 shares of common stock at an exercise
price of $0.03 per share.
  Assumptions
used in determining the fair value of the above warrants using the
Black­-Scholes model include management’s expected volatility ranging from
187% to 252%, a risk-free interest rate of 4%, and a dividend yield of
0%.
  The
Company did not issue any warrants during the year ended February 28,
2007.
  Under a
stock warrant plan expiring February 28, 2009, two previous members of the Board
of Directors received a total of 325,000 stock warrants exercisable at $0.25 per
common share. The warrants remain unexercised as of February 29,
2008.
 
 F-15
 
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 The
following table summarizes information on stock warrants outstanding at February
29, 2008:
  Warrants
      OutstandingDescription
                  
                  Number
      Outstanding at February 29,
                    2008
                  
                  Expiration
      Dates
                  
                  Exercise
                    Price
                  
                  
                  Number
                    Exercisable
      at February 29,
                    2008
      (a)Issued
      on 15% convertible notes
                  
                  
                  8,109,375
                  
                  June
      through October 2012
                  
                  $
                  0.02
                  
                  
                  
                  -Additional
      warrants on 15% convertible notes
                    exercisable
      after 1 year
                  
                  
                  5,406,249
                  
                  June
      through October 2012
                  
                  $
                  0.03
                  
                  
                  
                  -Issued
      on 5% secured convertible debentures
                  
                  
                  106,875,000
                  
                  October
      2012
                  
                  $
                  0.03
                  
                  
                  
                  -Issued
      on 12% convertible promissory note
                  
                  
                  5,000,000
                  
                  October
      2012
                  
                  $
                  0.03
                  
                  
                  
                  -Issued
      on non convertible debt
                  
                  
                  13,325
                  
                  September
      through
                    November
      2010
                  
                  $
                  0.03 to $
      0.05
                  
                  
                  
                  -Issued
      to consultants
                  
                  
                  24,275,000
                  
                  October
      2012 through
                    January
      2013
                  
                  $
                  0.03
                  
                  
                  
                  -149,678,949
                  
                  
                  
                  
                  
                  
                  
                  
                  -
  (a) At
February 29, 2008, the Company did not have sufficient shares to issue upon the
exercise of these warrants, therefore they were not exercisable under the
respective agreement provisions. On April 24, 2008 the Company increased its
authorized shares of common stock to 1,500,000,000 making all warrants (except
for the 5,406,246) fully exercisable
 Note
9 Income
Taxes
    Years
      endedFebruary
      29, 2008
                
                
                February
      28, 2007Current
      benefit
                
                $
                66,228
                
                
                $
                6,521Deferred
      benefit
                
                
                980,796
                
                
                
                119,170Subtotal
                
                
                1,047,024
                
                
                
                125,691Less:
      Valuation allowances
                
                
                (1,047,024
                )
                
                
                (125,691
                )Net
      income tax provision
                
                $
                -
                
                
                $
                -
 
 A
valuation allowance has been recorded to reduce the net benefit recorded in the
financial statements related to this deferred asset. The valuation allowance is
deemed necessary as a result of the uncertainty associated with the ultimate
realization of the deferred tax asset. The Company has concluded that it is more
likely than not, that it will not realize the benefit of this deferred tax
asset.
  F-16
 
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 The
reconciliation of the income tax provision at the statutory rate to the reported
income tax expense is as follows:
 Years
      endedFebruary
      29, 2008
                  
                  
                  February
      28, 2007Computed
      at statutory rate
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %Derivative
      expense
                  
                  
                  -17.1
                  %
                  
                  
                  -Change
      in fair value of derivative liability
                  
                  
                  -15.0
                  %
                  
                  
                  -Stock
      based compensation expenses
                  
                  
                  -0.4
                  %
                  
                  
                  -6.0
                  %Valuation
      allowance
                  
                  
                  -1.5
                  %
                  
                  
                  -28.0
                  %Total
                  
                  
                  -
                  
                  
                  
                  -
  At
February 29, 2008, the Company's net deferred tax assets consisted of the
following:
  Net
      operating loss carryforwards
                  
                  $
                  1,324,228Excess
      book over tax amortization of debt discounts
                  
                  
                  1,099,966Subtotal
                  
                  
                  2,424,193Less
      valuation allowances
                  
                  
                  (2,424,193
                  )Total
                  
                  $
                  -
  As of
February 29, 2008, the Company had net operating loss carryforwards of
approximately $3,900,000 which may be used to reduce future income taxes
payable, and which expire beginning in 2008. Current Federal Tax Law also limits
the amount of loss available to offset future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited.
  Note
      10
                    Commitments
 On
October 3, 2007, the Company entered into a consulting agreement with All R’s
Consulting, Inc. (“All R’s”) for promotion
services to the Company. The term of the agreement is for one (1)
year.  Pursuant to the agreement, the Company agreed to issue on a
quarterly basis 1,250,000 of shares of common stock at $0.02 per share as well
as warrants to purchase 1,250,000 shares of common stock at an exercise price of
$0.03 per share over 5 years. In connection with this agreement, the Company has
accrued $16,667 pertaining to shares to be issued for the two months of January
and February 2008.
 
 On
November 7, 2007, the Company entered into a Letter of Agreement with The
Investor Relations Group, Inc. (“IRG”) in which IRG will provide a comprehensive
corporate communications program.  The term of the agreement is one
(1) year unless sooner terminated and the Company shall pay on a monthly basis
$13,500.
  Note
      11
                      Employee
      Stock Compensation Plans
 In 2005,
the Company established a stock compensation plan which provides for certain
employees and professionals to receive up to 3,100,000 shares of common stock.
As of February 29, 2008, 1,240,000 shares remain available. No shares were
issued during the years ended February 29, 2008 and 2007 under this
plan.
  In May
1999, we adopted a stock warrant plan expiring February 28, 2009, providing for
two previous members of the board of directors to receive 325,000 stock warrants
at an exercise price of $.25 per share. No warrants have been exercised to
date.
  Our Board
of Directors and stockholders adopted the 2007 Equity Incentive Plan, or the
2007 Plan, on October 19, 2007 which reserves a total of 4,000,000 shares of
Common Stock for issuance under the 2007 Plan.  If an incentive award
granted under the 2007 Plan expires, terminates, is unexercised or is forfeited,
or if any shares are surrendered to us in connection with an incentive award,
the shares subject to such award and the surrendered shares will become
available for further awards under the 2007 Plan.
  F-17
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
  Note
      12
                        Subsequent
      Events
 
 Merger
 
 On July
16, 2007, Zealous Trading Group. Inc. entered into an Agreement and Plan of
Merger (the "Merger Agreement") through its wholly-owned subsidiary, ASNI II,
INC., a Delaware corporation ("ASNI-II") and Zealous Holdings Inc. and
Subsidiaries (“Zealous Holdings”), which was subsequently amended on February
15, 2008 and April 30, 2008. All conditions for closing were satisfied or
waived, and the transaction was consummated on May 9, 2008. Zealous Holdings is
a holding company whose subsidiaries are engaged in various financial services
businesses including investment banking, trading services, and asset management
services. Specifically, Zealous Holdings and its Subsidiaries raises capital for
small and microcap public companies as well as select private issuers through
its broker dealer
 
 Pursuant
to the Merger Agreement, Zealous Holdings merged with and into ASNI-II, with
ASNI-II as the surviving corporation of the merger (the "Merger"). As a result
of the Merger, Zealous Holdings became a wholly-owned subsidiary of Zealous
Trading Group, Inc., through which its operations will be conducted. Each
outstanding share of Zealous Holdings' common stock and preferred stock received
0.081530 shares of a newly issued class of Zealous Trading Group, Inc. preferred
stock (the "Convertible Preferred Stock") which is convertible at the option of
the holder into 906.6 shares of Zealous Trading Group, Inc. common stock. The
Convertible Preferred Stock grants the holders the right to vote each share of
Convertible Preferred Stock on any matter taken before Zealous Trading Group,
Inc.’s shareholders as a single class. The Convertible Preferred Stock has
voting rights which grant a holder of Convertible Preferred Stock the right to
vote 10 times the number of shares of Common Stock that is convertible from the
Convertible Preferred Stock.
  Changes
to Capital Structure
 
 The Board of Directors of the Company
approved the Certificate of Designation of the Series A Convertible Preferred,
which authorized 600,000 shares of Series A Convertible Preferred. The Company
also filed an Amendment of Certificate of Articles of Incorporation with the
Secretary of State of the State of Nevada to include the Certificate of
Designation of the Series A Convertible Preferred.
 
 Pursuant
to the Merger, the Company filed a Definitive Schedule 14C in which it obtained
shareholder approval to amend its Articles of Incorporation to increase the
authorized shares of common stock of the Company from 50,000,000 to
1,500,000,000.  The shareholder approval was obtained on April 24,
2008. The Company also filed an Amendment of Certificate of Articles of
Incorporation with the Secretary State of the State of Nevada to increase its
authorized shares of common stock from 50,000,000 to 1,500,000,000 and preferred
shares to 10,000,000.
 
 Asset
Purchase Agreement
 
 The
Company and Transfer Online Technology Development LLC(“TOLTD”) entered into an
Asset Purchase Agreement on March 3, 2008, in which the Company purchased from
TOLTD all rights, title and interest in and to the online/electronic trading
platform, including without limitation, the source code, software, any and all
intellectual property rights and title related to such trading platform,
excluding any licenses for third party software necessary for the performance of
the trading platform.   The purchase price was $1,000,000, which
was paid as follows: (i) $93,500 in cash and (ii) a mandatory convertible note
in the principal amount of $906,500.
 
 F-18
 
  Zealous
Trading Group, Inc. and Subsidiary
 (Formerly
Atlantic Syndication Network, Inc.)
 Notes to
the Consolidated Financial Statements
 February
29, 2008
 The
convertible note bears interest at the rate of 6% per year, commencing on
October 11, 2007 and interest and principal are payable in full on March 3,
2009.  The principal and accrued interest on the convertible note is
automatically convertible into shares of common stock of the Company at a rate
of $0.08 per share (the average market price of the stock on October 11, 2007,
when the terms of the transaction were agreed upon).
  Equity
Issuances
  Subsequent
to February 29, 2008, the Company issued 4,250,000 shares of its common stock
for $170,000. The Company has also issued 2,517,554 shares of its common stock
for expenses in lieu of cash.
 
 Pursuant
to the terms of the merger, the company issued 329,385,818 shares of its common
stock to the shareholders of Zealous Holdings, Inc.
  In April
2008, the Company also issued 100,016 shares of its common stock pursuant to the
conversion of part of its convertible debt. In addition, the Company has issued
2,125,000 three-yearwarrants with an exercise price of
$0.05 per common share for consulting services. In addition, the Company also
issued 1,250,000 five-year warrants with an exercise price of $0.03 per common
share for consulting services in April 2008.
  F-19
  ITEM
9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.





Engagement
of Berkovits & Company, LLC





On March 12, 2008, the Company dismissed Larry O’Donnell, CPA
(“O’Donnell”) as its independent registered public accounting firm. The decision
to change accountants was made by the Company’s Board of Directors (the
“Board”).





On March
12, 2008, the Company engaged Berkovits & Company, LLC (“Berkovits”) as its
independent registered public accounting firm. The decision to engage Berkovits
was made by the Board.





During
the two fiscal years ended February 28, 2006 and 2007, and through March 12,
2008, (i) there were no disagreements between the Company and O’Donnell on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
O’Donnell would have caused O’Donnell to make reference to the matter in its
reports on the Company’s financial statements, and (ii) except for (a)
O’Donnell’s report on the Company's February 28, 2007 financial statements dated
June 7, 2007, which included an explanatory paragraph wherein O’Donnell
expressed substantial doubt about the Company's ability to continue as a going
concern and (b) O’Donnell’s report on the Company's February 28, 2006 financial
statements dated May 22, 2006, which included an explanatory paragraph wherein
O’Donnell expressed substantial doubt about the Company's ability to continue as
a going concern, O’Donnell’s reports on the Company’s financial statements did
not contain an adverse opinion or disclaimer of opinion, nor were they modified
as to audit scope or accounting principles. During the two fiscal years ended
February 28, 2006 and 2007 and through March 12, 2008, there were no reportable
events as the term described in Item 304(a)(1)(iv) of Regulation
S-K.





During
the two fiscal years ended February 28, 2006 and 2007 and through March 12,
2008, the Company has not consulted with Berkovits regarding
either:





1.
            The
      application of accounting principles to any specific transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on the Company’s financial statements, and neither a written report was
      provided to Berkovits nor oral advice was provided that Berkovits
      concluded was an important factor considered by the Company in reaching a
      decision as to the accounting, auditing or financial reporting issue;
      or2.
            Any
      matter that was either subject of disagreement or event, as defined in
      Item 304(a)(1)(iv) of Regulation S-K and the related instruction to Item
      304 of Regulation S-K, or a reportable event, as that term is described in
      Item 304(a)(1)(iv) of Regulation
S-K.





Engagement
of Larry O;Deonnell, CPA, PC





On
January 18, 2008, the Company engaged Larry O’Donnell, CPA, PC (“O’Donnell”) to
serve as its independent registered public accountant.  The decision
to engage O’Donnell was approved by the Company’s Board of
Directors.





Between
June 2003 and October 23, 2007 (the “Prior Period”), O’Donnell served as the
Company’s independent registered public accountant.  Except during the
Prior Period, during the two fiscal years ended February 28, 2007 and 2006 and
through January 18, 2008, the Company has not consulted with O’Donnell regarding
either:





1.
            The
      application of accounting principles to any specific transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on the Company’s financial statements, and neither a written report was
      provided to O’Donnell nor oral advice was provided that O’Donnell
      concluded was an important factor considered by the Company in reaching a
      decision as to the accounting, auditing or financial reporting issue;
      or2.
            Any
      matter that was either subject of disagreement or event, as defined in
      Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item
      304 of Regulation S-B, or a reportable event, as that term is explained in
      Item 304(a)(1)(iv) of Regulation
S-B.





Dismissal
of Marcum & Kliegman, LLP





On
January 18, 2008, the Company notified Marcum and Kliegman, LLP (“Marcum and
Kliegman”) that it was terminating Marcum and Kliegman’s
services.  The decision to change accountants was recommended and
approved by the Company’s Board of Directors.




During
the period from October 23, 2007 through January 18, 2008, (i) there were no
disagreements between the Company and Marcum and Kliegman on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of Marcum and
Kliegman would have caused Marcum and Kliegman to make reference to the matter
in its reports on the Company’s financial statements. Marcum and Kliegman did
not issue any audit reports on the Company’s financial statements.





23


ITEM
9A. CONTROLS AND
PROCEDURES




(a)
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
  Our Chief Executive Officer and Chief Financial Officer,
(i) are responsible for establishing and maintaining adequate internal control
over financial reporting of the Company and (ii) have evaluatedthe effectiveness of our
internal control over financial reporting (as defined in Rules 13a-15(f) or
15d-15(f) under the 1934 Act as of the end of the period covered by this Annual
Report ("Evaluation Date"). Based on such evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as the Evaluation Date,
our disclosure controls and procedures are effective in alerting them on a
timely basis to material information relating to us required to be included in
our reports filed or submitted under the 1934 Act, except as discussed
below.
  The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with
U.S.generally accepted accounting principles (GAAP)
  As of
February 29, 2008, management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO) and SEC guidance on conducting
such assessments. Based on that evaluation, they concluded that, during the
period covered by this report, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP rules as more fully
described below. This was due to deficiencies that existed in the design or
operation of our internal control over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.
  The
matters involving internal controls and procedures that the Company's management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were : (1) lack of a functioning audit committee and
lack of majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures, and, (2) inadequate segregation of
duties consistent with control objectives. The aforementioned material
weaknesses were identified by the Company's Chief Financial Officer in
connection with the audit of our financial statements as of February 29, 2008
and communicated to our management.
  Management
believes that the material weaknesses set forth in items (1) and (2) above did
not have an affect on the Company's financial results. However, management
believes that the lack of a functioning audit committee and lack of a majority
of outside directors on the Company's board of directors could result in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures. Management's goals are to have a functional audit
committee and a majority of outside directors on the Company's board of
directors when funds are available.
  This Annual Report does not include an attestation
report of the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to
attestation by the Company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management's report in this Annual
Report.
  (b) CHANGES IN INTERNAL CONTROLS.
  In addition, no change in our internal control over
financial reporting (as defined in Rules 13a-15 or 15d-15 under the 1934 Act)
occurred during the fourth quarter of the year ended February 29, 2008, that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


24


PART III





ITEM
10. Directors, Executive
Officers and Corporate Governance.





The
following table sets forth information about our executive officers, key
employees and directors as of June 4, 2008.




Names:
            
            Ages
            
            Titles:
            
            Board
      of
              DirectorsMilton
      C. Ault, III
            
            38
            
            President
      and Chief Executive Officer; President and Chief Executive Officer –
      Zealous Capital Markets, LLC
            
            DirectorSothi
      Thillairajah
            
            40
            
            Chief
      Operating Officer and Chief Financial Officer; Chief Operating Officer and
      Chief Financial Officer – Zealous Capital Markets, LLCMichael
      Edwards
            
            58
            
            
            
            DirectorGlen
      Schlosser
            
            60
            
            
            
            Director





Directors
serve until the next annual meeting and until their successors are elected and
qualified. The Directors of our company are elected by the vote of a
majority in interest of the holders of the voting stock of our company and hold
office until the expiration of the term for which he or she was elected and
until a successor has been elected and qualified.





A
majority of the authorized number of directors constitutes a quorum of the Board
for the transaction of business. The directors must be present at the meeting to
constitute a quorum. However, any action required or permitted to be taken by
the Board may be taken without a meeting if all members of the Board
individually or collectively consent in writing to the action.





Currently,
our directors are not compensated for their services, although their expenses in
attending meetings are reimbursed. Officers are elected by the Board of
Directors and serve until their successors are appointed by the Board of
Directors. Biographical resumes of each officer and director are set forth
below.




Officers
are appointed to serve for one year until the meeting of the board of directors
following the annual meeting of stockholders and until their successors have
been elected and qualified.




The
principal occupations for the past five years (and, in some instances, for prior
years) of each of our executive officers and directors, followed by our key
employees, are as follows:





Milton C. Ault IIIhas been
the President and Chief Executive Officer of the Company since August 2007 and a
member of Company’s Board of Directors since October 2007.  Between
June and July 2007, Mr. Ault had been President of the Company. Between July
2007 and August 2007, Mr. Ault was the Executive Vice President of the Company.
As of May 2008, Mr. Ault is the chairman, director, Chief Executive Officer and
President of ASNI-II, Inc., a wholly owned subsidiary of the
Company.  Mr. Ault is the CEO of Ault Glazer & Co., Inc., a
Colorado corporation (AULT.PK). Mr. Ault was the Chairman, CEO and President of
Zealous Holdings, Inc. from June 2005 to May 2008. Mr. Ault is the manager and
Chief Investment Officer of Zealous Asset Management, LLC, a wholly owned
subsidiary of the Company. Mr. Ault was a registered representative at Strome
Securities, LP from July 1998 until December 2005. He was elected to the board
of directors of Patient Safety Technologies (formally Franklin Capital Corp.) in
July, 2004 and became its Chairman and Chief Executive Officer in October, 2004
where here served until January of 2006 and again from July 2006 to January of
2007. Mr. Ault has been a member of the board of directors of IPEX, Inc, since
May 2005 and served as interim Chief Executive Officer of IPEX, Inc, between May
and July 2005. Mr. Ault was Chief Executive Officer of Digicorp, Inc., a
publicly traded corporation, from April 26, 2005 until September 30, 2005 and he
served as Chairman of Digicorp from July 16, 2005 until September 30, 2005. In
November of 2005 Mr. Ault became Chief Executive Officer  and
President in November 2006 of Zealous Capital Markets, LLC (formally, Ault
Glazer Bodnar Securities), a subsidiary of the Company formed in June 2005. Mr.
Ault has also held positions as a director and interim Chief Executive Officer
at certain portfolio companies held by the Company or its subsidiaries from time
to time. Mr. Ault currently holds the series 7, 24, and 63 licenses and is also
a registered principal of Zealous Capital Markets.





Sothi Thillairajah has been
the Chief Financial Officer of the Company since December 2007. As of May 2008,
Mr. Thillairajah is Chief Financial Officer and a director of ASNI-II, Inc., a
wholly owned subsidiary of the Company. From September 2007 to May 2008, Mr.
Thillairajah served as the Chief Financial Officer and Chief Operating Officer
of Zealous Holdings, Inc.  From July 2007 through September 2007, Mr.
Thillairajah served as a consultant for Zealous Holdings, Inc. From December
2006 to July 2007, Mr. Thillairajah served as Chief Financial Officer of Tatonka
Oil and Gas, Inc., a publicly traded oil and gas company based in Denver,
CO. Between February and December 2006, Mr. Thillairajah served as the Chief
Executive Officer and as a Director for IPEX, Inc., a publicly traded VOIP
telecom company based in La Jolla, California. Between July 2005 and February
2006, Mr. Thillairajah served as IPEX’s Chief Operating Officer. From January 5,
2005 to July 5, 2005, Mr. Thillairajah was a Director in the derivatives group
of Societe Generale, focusing on hedge funds. From April 2002 to November 2004,
Mr. Thillairajah was head of linear options sales for Commerz
Bank.  From December 2000 to June 2001, Mr. Thillairajah was Vice
President of international equity sales for BNP Paribas. From July 1997 to March
2000, Mr. Thillairajah was a principal of Bankers Trust in the international
equity sales division. Mr. Thillairajah earned an MBA from the University of
Chicago and he graduated cum laude with a BA in Economics from the University of
Rochester.




25


Michael Edwards has been a
director of the Company since 1998.  From 1985 to the present, Mr.
Edwards has been president of Premier Attractions, Inc, a full-service
production company that distributes, acquires and provides funding for feature
films and multi-media projects.  Mr. Edwards holds a BA in Psychology
and a BA in Art from Cal Western University; a MSc. in Communications from SDSU,
and was a post graduate/PhD candidate psycholinguistics at Macquarie University,
Australia.  He is an Active Member of the Directors Guild of America
as a Feature Film and Commercial Director since 1998.





Glen Schlosser has been a
director of the Company since April 2002.  Mr. Schlosser served as
Vice President of Finance and Accounting/CFO at Virgin Mountains Enterprises.
Mr. Schlosser has a BS in Accounting and Business Administration from Youngstown
State University.




Section 16(a) Beneficial
Ownership Reporting Compliance





Section
16(a) of the Securities and Exchange Act of 1934 requires our directors and
executive officers, and persons who own beneficially more than ten percent (10%)
of our Common Stock, to file reports of ownership and changes of ownership with
the Securities and Exchange Commission. Copies of all filed reports are required
to be furnished to us pursuant to Section 16(a). Based solely on the reports we
received and on written representations from reporting persons, we believe that
the directors, executive officers, and greater than ten percent (10%) beneficial
owners have filed all reports required under Section 16(a).





Board
Committees





The
Company currently has established compensation and audit committees, although no
formal charters have been adopted.





Code of
Ethics





We have
adopted a comprehensive written code of ethics. It is our policy that our
operations are to be conducted in compliance with the law and with the highest
ethical standards.





Family
Relationships





There are
no family relationships among our executive officers and directors.





Indebtedness of Executive
Officers and Directors


No
executive officer, director or any member of these individuals' immediate
families or any corporation or organization with whom any of these individuals
is an affiliate is or has been indebted to us since the beginning of our last
fiscal year.





ITEM 11. Executive
Compensation.




The
following table sets forth the compensation paid or accrued by us to our Chief
Executive Officer and President and Chief Operating Officer and each of our
other officers whose compensation exceeded $100,000 for each of the Company’s
last two completed fiscal years.





Summary
Compensation Table




Name
      &
              Principal
              Position
            
            Year
            
            Salary
      ($)
            
            Bonus
      ($)
            
            Stock
              Awards
              ($)
            
            Option
      Awards ($)
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            Change
      in
              Pension
      Value
              and
      Non-
              Qualified
              Deferred
      Compensation Earnings ($)
            
            All
      Other Compensation($)
            
            Total
      ($)Milton
      C. Ault,
              CEO
      and President
            
            
            2008
            
            $
            200,000
            
            
            N/A
            
            
            N/A-
            
            
            N/A
            
            
            N/A--
            
            
            N/A
            
            $
            N/A
            
            $
            200,0002007
            
            $
            200,000
            
            
            N/A
            
            
            N/A-
            
            
            N/A
            
            
            N/A--
            
            
            N/A
            
            $
            N/A
            
            $
            200,000Scott
      Livingston,
              CCO
      of ZCM
            
            
            2008
            
            $
            110,000
            
            
            N/A
            
            
            N/A
            
            
            N/A
            
            
            N/A
            
            
            N/A
            
            
            N/A
            
            $
            110,0002007
            
            $
            110,000
            
            
            N/A
            
            
            50,000
            
            
            N/A
            
            
            N/A
            
            
            N/A
            
            
            N/A
            
            $
            110,000




26




Employment
Agreements with Executive Officers





Sothi
Thillairajah





Zealous
Holdings entered into an employment agreement with Mr. Thillairajah to serve as
Chief Financial Officer and Chief Operating Officer. Pursuant to the agreement,
Mr. Thillairajah will receive annual compensation of $180,000. Mr. Thillairajah
also received 175,000 shares of common stock upon execution of the employment
agreement and options to purchase 275,000 shares of common stock, exercisable at
$1.00 per share, with such options vesting over time and upon completion of
various milestones. In addition, Mr. Thillairajah is entitled to participate in
any and all benefit plans, from time to time, in effect for Zealous Holdings’
employees, along with vacation, sick and holiday pay in accordance with policies
established and in effect from time to time.  In the event that
Zealous Holdings terminates the employment agreement without Cause (as defined
therein), Mr. Thillairajah will be entitled to a severance payment of six months
salary.





Outstanding
Equity Awards at Fiscal Year-End





There
were no grants of options to purchase our common stock to the named executive
officers at February 29, 2008





Director
Compensation





None of the directors have received compensation
for their respective services rendered to the Company for the year ended
February 29, 2008.





Employee
Benefit Plans





The
Company has no employee benefit plans.





ITEM 12.Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.





The
following table sets forth certain information regarding beneficial ownership of
Common Stock (1) by each person who is known by us to beneficially own more than
5% of Common Stock, (2) by each of the officers and directors; and
(3) by all of the officers and directors as a group.





Unless
otherwise indicated in the footnotes to the following table, each person named
in the table has sole voting and investment power and that person’s address is
c/o Zealous Trading Group, Inc., 1800 Century Park East, Suite 200, Los Angeles,
California 90067.




27




NAME
      OF OWNER
            TITLE
      OF
              CLASS
            NUMBER
      OF
              SHARES
      OWNED
              (1)
            
            PERCENTAGE
              OF
              COMMON
              STOCK
              (2)Milton
      C Ault, III
            Common
      Stock
            
            201,128,210
      (3)
            
            
            40.13
            %Michael
      Edwards
            Common
      Stock
            
            410,000
            
            
            *Glen
      Schlosser
            Common
      Stock
            
            1,115,000
            
            
            *Sothi
      Thillairajah
            Common
      Stock
            
            16,630,897
      (4)
            
            
            5.16
            %All
      Officers and Directors
            Common
      Stock
            
            219,284,107
      (5)
            
            
            43.46
            %As
      a Group (4 persons)Kent G.
      Wyatt, Sr.
            Common
      Stock
            
            22,935,000
            
            
            7.20
            %Steve
      J. Caspi
            Common
      Stock
            
            26,461,606
            
            
            8.64
            %Lori
      Livingston
            Common
      Stock
            
            48,288,799
      (6)
            
            
            14.64
            %Charles
      J. Kalina III
            Common
      Stock
            
            38,615,796
      (7)
            
            
            11.05
            %Michael
      Van Patten
            Common
      Stock
            
            17,739,624
      (8)
            
            
            5.28
            %Bodnar
      Capital Management, LLC (9)
            Common
      Stock
            
            80,844,638
      (10)
            
            
            20.89
            %The
      Glazer Family Partnership (11)
            Common
      Stock
            
            161,167,289
      (12)
            
            
            45.63
            %Motivated
      Minds LLC (13)
            Common
      Stock
            
            19,673,187
      (14)
            
            
            5.82
            %





* Less
than 1%.





(1)
Beneficial Ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities. Shares
of common stock subject to options or warrants currently exercisable or
convertible, or exercisable or convertible within 60 days of June 4, 2008 are
deemed outstanding for computing the percentage of the person holding such
option or warrant but are not deemed outstanding for computing the percentage of
any other person.





(2)
Percentage based upon 318,470,587 shares of common stock outstanding as of June
4, 2008 and beneifical conversion of securities by the owners.




(3)
Includes 180,963,706 shares of common stock issuable upon conversion of Series A
Convertible Preferred Stock. Also includes 1,847,877 shares of common stock and
1,718,750 shares of common stock issuable upon exercise of warrants held by the
George V. Johnson & Henrietta Johnson Survivor's Trust and George V. Johnson
Trust Dated 12/10/1970.  Kristy Ault, the wife of Todd Ault, is the
trustee of such trusts and Mr. Ault disclaims beneficial ownership of such
shares.





(4)
Includes 3,695,755 shares of common stock issuable upon exercise of options
currently exercisable or exercisable within 60 days.





(5)
Includes 180,963,706 shares of common stock issuable upon conversion of Series A
Convertible Preferred Stock, 3,391,510 shares of common stock issuable upon
exercise of options currently exercisable or exercisable within 60 days and
1,718,750 shares of common stock issuable upon exercise of warrants as
referenced in footnotes 3-5 above.





(6)
Includes 11,331,250 shares of common stock issuable upon exercise of convertible
debentures.





(7)
Includes 1,738,719 shares of common stock issuable upon exercise of warrants and
29,115,992 shares of common stock issuable upon exercise of convertible
debentures.





28


(8)
Represents shares of common stock issuable upon exercise of options currently
exercisable or exercisable within 60 days.





(9)
Steven J. Bodnar, as managing member, has voting and investment control over
shares held by this entity.





(10)
Represents shares of common stock issuable upon surrender of his share
certificates of Zealous Holdings in connection with the Merger.





(11)
Melanie and Louis Glazer, as General Partners, have voting and investment
control over shares held by this entity.





(12)
Includes 34,703,139 shares of common stock issuable upon exercise of convertible
debentures.





(13) Ira
Gaines, as Managing Member, has voting and investment control over shares held
by this entity.





(14)
Includes 6,259,979 shares of common stock issuable upon exercise of warrants and
13,413,208 shares of common stock issuable upon exercise of convertible
debentures.





ITEM
13. Certain Relationships
and Related Transactions.





During
the year ended February 29, 2008, we issued 1,000,000 restricted shares of our
common stock at $0.03 to our CEO Mr. Milton Ault for his consulting services and
recorded an expense of $30,000. The shares were value at the market price on the
date of issuance. During the year ended February 29, 2008, we also issued
1,340,000 shares of common stock valued at an aggregate value of $0.015 per
share to the board members for services provided by them. In addition, we also
issued 3000,000 shares of common stock having a value per share of $0.03 to our
former director, Mr. Kent Wyatt Sr. as accrued compensation for services
provided by him.





Notes
payable to stockholder as on February 29, 2008 consist of advances of $164,000
from our former director, Mr. Kent Wyatt Sr. which are unsecured, payable on
demand and carry an interest rate of 7%. Interest accrued on this note is
$12,442.


ITEM
14. Principal Accountant
Fees and Services.





Audit
Fees




The
aggregate fees billable to us by our auditors Berkovits and Company during 2008
and 2007 for the audits of our annual financial statements for the fiscal year
ended February 29, 2008 totaled approximately $40,000.
Audit fees paid for fiscal year ended February 28, 2007 totaled
$9,500.





Audit-Related
Fees





We
incurred audit-related fees during 2008 of approximately $45,000and 2007 of
$5,000.





Tax
Fee and All Other Fees





The
Company did not pay any tax or other fees for the fiscal years ended February
29, 2008 and February 28, 2007,




ITEM
15. Exhibits and
Financial Statement Schedules.





Exhibit
              Number
            
            Description2.1
            
            Agreement
      and Plan of Merger, dated as of July 16, 2007, Atlantic Syndication
      Network, Inc., ASNI-II, Inc. and Zealous Holdings, Inc., filed as an
      exhibit to the Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on July 19, 2007 and incorporated herein by
      reference.3.1
            
            Articles
      of Incorporation and amendments thereto of Zealous Holdings, Inc., filed
      as an exhibit to the Definitive Information Statement on Schedule 14C,
      filed with the Securities and Exchange Commission on March 4, 2008 and
      incorporated herein by reference.3.2
            
            Certificate
      of Amendment to the Articles of Incorporation of Zealous Trading Group,
      Inc., filed with the Nevada Secretary of State on April 23, 2008, filed as
      an exhibit to the Current Report on Form 8-K, filed with the Securities
      and Exchange Commission on May 15, 2008 and incorporated herein by
      reference.




29




3.3
              
              Certificate
      of Merger of ASNI-II, Inc. into Zealous Holdings, Inc., filed as an
      exhibit to the Current Report on Form 8-K, filed with the Securities and
      Exchange Commission on May 15, 2008 and incorporated herein by
      reference.10.1
              
              Zealous
      Trading Group, Inc. Equity Incentive Plan, filed as an exhibit to the
      Definitive Information Statement on Schedule 14C, filed with the
      Securities and Exchange Commission on March 4, 2008 and incorporated
      herein by reference.10.2
              
              Voting
      Agreement of each of Kent G. Wyatt, Sr. and Sarah Wyatt by and among
      Atlantic Syndication Network and Zealous Holdings, Inc., dated as of July
      16, 2007, filed as an exhibit to the Current Report on Form 8-K, filed
      with the Securities and Exchange Commission on July 19, 2007 and
      incorporated herein by reference.10.3
              
              Employment
      Agreement, dated as of September 3, 2007, by and between Zealous Holdings,
      Inc. and Sothi Thillairajah, filed as an exhibit to the Definitive
      Information Statement on Schedule 14C, filed with the Securities and
      Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.4
              
              Common
      Stock Purchase Warrant, dated as of June 4, 2007, issued to Charles Kalina
      III, filed as an exhibit to the Definitive Information Statement on
      Schedule 14C, filed with the Securities andExchange
      Commission on March 4, 2008 and incorporated herein by
      reference.10.5
              
              Revolving
      Line of Credit Agreement, dated as of August 8, 2006, by and between
      Charles J. Kalina, III and Zealous Holdings, Inc. (formerly Ault Glazer
      Bodnar & Company, Inc.),
      filed as an exhibit to the Definitive Information Statement on Schedule
      14C, filed with the Securities and Exchange Commission on March 4, 2008
      and incorporated herein by
  reference.10.6
              
              Secured
      Promissory Note, dated as of August 14, 2006, issued
      to Charles J. Kalina, III, filed as an exhibit to the Definitive
      Information Statement on Schedule 14C, filed with the Securities and
      Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.7
              
              Loan
      Modification Agreement, dated
      as of January 10, 2008, by and between Charles J. Kalina, III and Zealous
      Holdings, Inc. (formerly Ault Glazer Bodnar & Company, Inc.), filed as
      an exhibit to the Definitive Information Statement on Schedule 14C, filed
      with the Securities and ExchangeCommission
      on March 4, 2008 and incorporated herein by
      reference.10.8
              
              Secured
      Promissory Note, dated as of August 17, 2006, issued to Charles J. Kalina,
      III, filed as an exhibit to the Definitive Information Statement on
      Schedule 14C, filed with theSecurities
      and Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.9
              
              Loan
      Modification Agreement, dated as of January 10, 2008, by and between
      Charles J. Kalina, III and Zealous Holdings, Inc. (formerly Ault Glazer
      Bodnar &Company,
      Inc.), filed as an exhibit to the Definitive Information Statement on
      Schedule 14C, filed with the Securities and Exchange Commission on March
      4, 2008 and incorporated herein by
      reference.10.10
              
              Secured
      Promissory Note, dated as of August 25,
      2006, issued to Charles J. Kalina, III, filed as an exhibit to the
      Definitive Information Statement on Schedule 14C, filed with the
      Securities and Exchange Commission on March 4, 2008 and incorporated
      herein by reference.10.11
              
              Loan
      Modification Agreement,
      dated as of January 10, 2008, by and between Charles J. Kalina, III and
      Zealous Holdings, Inc. (formerly Ault Glazer Bodnar & Company, Inc.),
      filed as an exhibit to the Definitive Information Statement on Schedule
      14C, filed with the Securities and
      Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.12
              
              Secured
      Promissory Note, dated as of June 4, 2007, issued to Charles J. Kalina,
      III, filed as an exhibit to the Definitive Information Statement on
      Schedule 14C, filedwith
      the Securities and Exchange Commission on March 4, 2008 and incorporated
      herein by reference.10.13
              
              Loan
      Modification Agreement, dated as of October 12, 2007, by and between
      Charles J. Kalina, III and Zealous Holdings, Inc. (formerly Ault
      Glazer
      Bodnar & Company, Inc.), filed as an exhibit to the Definitive
      Information Statement on Schedule 14C, filed with the Securities and
      Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.14
              
              Loan
      Modification Agreement #2, dated
      as of October 19, 2007, by and between Charles J. Kalina, III and Zealous
      Holdings, Inc. (formerly Ault Glazer Bodnar & Company, Inc.), filed as
      an exhibit to the Definitive Information Statement on Schedule 14C, filed
      with the Securities and ExchangeCommission
      on March 4, 2008 and incorporated herein by
      reference.
  30
  10.15
              
              Bridge
      Loan Note, dated as of June 1, 2006, issued to Charles J. Kalina, III,
      filed as an exhibit to the Definitive Information Statement on Schedule
      14C, filed with the Securities
      and Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.16
              
              Revolving
      Credit Line Note, dated as of November 1, 2007, filed as an exhibit to the
      Definitive Information Statement on Schedule 14C, filed with the
      Securities and
      Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.17
              
              Debenture
      Agreement, dated as of December 15, 2005, issued to Melanie N.
      Morris-Glazer, filed as an exhibit to the Definitive Information Statement
      on Schedule 14C, filed
      with the Securities and Exchange Commission on March 4, 2008 and
      incorporated herein by reference.10.18
              
              Promissory
      Note, dated as of August 28, 2006, issued to Steven Caspi, filed as an
      exhibit to the Definitive Information Statement on Schedule14C,
      filed with the Securities and Exchange Commission on March 4, 2008 and
      incorporated herein by reference.10.19
              
              Assignment
      of line of credit from Louis and Melanie Glazer to Zealous Holdings, Inc.,
      dated as of August 28, 2006, issued to Steven Caspi,
      filed as an exhibit to the Definitive Information Statement on Schedule
      14C, filed with the Securities and Exchange Commission on March 4, 2008
      and incorporated herein by
  reference.10.20
              
              Acknowledge
      and Assumption of of line of credit from Louis
      and Melanie Glazer by Zealous Holdings, Inc., dated as of February 11,
      2008, issued to Steven Caspi, filed as an exhibit to the Definitive
      Information Statement on Schedule 14C, filed with the Securities and
      Exchange Commission on March 4, 2008 and incorporated
      herein by reference.10.21
              
              Promissory
      Note, issued by Ault Glazer Capital Partners LLC to Zealous Holdings,
      dated as of December 31, 2007, filed as an exhibit to the Definitive
      Information Statement on Schedule 14C, filed with the
      Securitiesand
      Exchange Commission on March 4, 2008 and incorporated herein by
      reference.10.22
              
              Form
      of Letter Agreement, dated as of May 9, 2008, from the Zealous Holdings
      shareholders agreeing to immediately convert their preferred shares into
      common stock,filed
      as an exhibit to the Current Report on Form 8-K, filed with the Securities
      and Exchange Commission on May 15, 2008 and incorporated herein by
      reference.21.1
              
              List
      of Subsidiaries(attached
      hereto)31.1
              
              Certification
      of Chief Executive Officer
      pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
      Securities and Exchange Act of 1934, as
      amended.31.2
              
              Certification
      of Chief 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)32.2
              
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
      Officer)




31


SIGNATURES





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




ZEALOUS TRADING GROUP,
      INC.Date:
      June 11, 2008
            By:/s/ MILTON C. AULT, IIIMilton
      C. Ault, IIIChief
      Executive Officer (Principal Executive Officer)Date:
      June 11, 2008
            By:/s/ SOTHI THILLAIRAJAHSothi
      ThillairajahChief
      Financial Officer (Principal Financial Officer and Principal Accounting
      Officer)





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





Name
            
            Position
            
            Date/s/ MILTON C. AULT
            
            President,
      Chief Executive Officer (Principal Executive Officer) and
            
            June
      11, 2008Milton
      C. Ault
            
            Director/s/ SOTHI THILLAIRAJAH
            
            Chief
      Financial Officer (Principal Financial Officer and Principal
            
            June
      11, 2008Sothi
      Thillairajah
            
            Accounting
      Officer)/s/ MICHAEL EDWARDS
            
            Director
            
            June
      11, 2008Michael
      Edwards/s/ GLEN SCHLOSSER
            
            Director
            
            June
      11, 2008Glen
      Schlosser






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