SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10 - KSB


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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                         Commission File Number 0-33135
                                  -------------

                             ZENITH TECHNOLOGY, INC.
                             -----------------------
        (exact name of small business issuer as specified in its charter)

                Nevada                                    68-0448219
                ------                                    ----------
     (State or other jurisdiction of               (I.R.S.  Employer
     Incorporation or organization)                 Identification No.)

     P.O. Box 676286, Rancho Santa Fe, CA                 92067
     -------------------------------------                -----
     (Address of principal  executive  offices)         (Zip Code)

                    Issuer's telephone number (858) 759-9994
                                               --------------

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

                                                  NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                ON WHICH REGISTERED
-------------------                                -------------------
Common Stock, $.0001                                      NASD
                                                   OTC Bulletin Board


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes X No
                                      ---   ---

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

State  issuer's revenues  for  the  most  recent  fiscal  year. . .. . .$80___

As of April 15, 2003 there were 28,693,683 shares of the Company's Common Stock
outstanding. The aggregate market value of voting stock held by non-affiliates
of the registrant on April 15, 2003 was $2,869.

Documents  incorporated  by  reference:

None


ITEM  1.   DESCRIPTION  OF  BUSINESS

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------

Certain statements made herein or elsewhere by, or on behalf of, the Company
that are not historical facts are intended to be forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are based on
assumptions about future events and are therefore inherently uncertain.

The Company cautions readers that the following important factors, among others,
could affect the Company's consolidated results:

1     Whether acquired businesses perform at levels used by management in the
      valuation process and whether, and the rate at which, management is able
      to increase the profitability of acquired businesses.

2.    The ability of the Company to manage its growth in terms of implementing
      internal controls and information gathering systems, and retaining or
      attracting key personnel, among other things.

3.    The amount and rate of growth in the Company's corporate general and
      administrative expenses.

4.    Changes in interest rates, which can increase or decrease the amount the
      Company pays on borrowings.

5.    Changes in government regulation, including tax rates and structures.

6.    Changes in accounting policies and practices adopted voluntarily or
      required to be adopted by generally accepted accounting principles.

The Company cautions readers that it assumes no obligation to update or publicly
release any revisions to forward-looking statements made herein or any other
forward-looking statements made by, or on behalf of, the Company.


The Business of the Company
---------------------------

     Zenith Technology, Inc. was organized to engage in the research and
commercial development of a flat plane antenna with applications in the
telecommunications industry. After extensive due diligence into the patent for
the flat plane antenna under review, it was determined in 1999 that the
commercial development of the proposed antenna technology would not be
commercially viable. The Company therefore never initiated operations to market
the antenna. The due diligence expenses incurred were borne by Prime, its
previous controlling shareholder. In June 2001 the Company became aware of a
commercial opportunity to offer "One Plus" voice long distance service to
consumers and businesses throughout the United States as a reseller utilizing
the infrastructure of a Competitive Local Exchange Carrier. This procedure
enabled the Company to quickly enter the long distance business without the need
to make any capital investment for infrastructure equipment or software. The
Company entered into a Reseller Agreement with that carrier in June 2001 and
received its first order for services in July 2001 which was discontinued as of
December 20, 2002. On December 20, 2002, the controlling shares of the Company,
previously held by Prime Companies, Inc., were sold to the Tiger Fund(TM) Inc.,
an Irvine, California based business development company. The Tiger Fund(TM)
acquired a 90% controlling interest in the Company for investment purposes and
to utilize the Company as a vehicle for providing liquidity to one or more of
its potential eligible portfolio companies.


Principal Products and Markets
------------------------------

     Since its acquisition by the Tiger Fund(TM), Inc., the Company has
discontinued any operations and has remained dormant since December 20, 2002 to
the date of this filing.

Change of Control of the Company
---------------------------------

     On December 20, 2002, Prime Companies, Inc., the controlling shareholder of
the Company, sold 25,824,317 shares of common stock of Zenith Technology, Inc.
to the Tiger Fund(TM), Inc., an Irvine, California based business development
company, for $90,000 cash. The stock sale transaction, which constitutes
approximately 90.0% of the total issued and outstanding shares of the
Registrant, is classified as a change of control of the Registrant. Prime is a
publicly traded company, incorporated in the State of Delaware with its
principal place of business at 409 Center Street, Second Floor, Yuba City, CA
95991.

One-Plus Long Distance Service
------------------------------

     Prior to its acquisition by the Tiger Fund(TM), Inc., Zenith offered "One
Plus" voice long distance services to residential and business users throughout
the United States. Since December 20, 2002, such services have been discontinued
and are no longer offered by the Company. The One Plus service enabled a caller
to make a long distance telephone call without the need to enter a 7 digit
carrier code, nor the need to enter a PIN (personal identification number) code,
which can be as long as 15 digits. The customer authorized us to have his local
telephone company establish our carrier as the customer's long distance and
local toll carrier. When this was accomplished, all local toll calls and long
distance calls made by the customer were routed through our carrier's equipment,
and long distance and local toll call revenue was generated by Zenith. The
initial markets for the service were California, Pennsylvania, and New York. In
each of these states Prime, the Company's former controlling shareholder, has an
operating subsidiary offering Competitive Local Exchange Carrier ("CLEC")
services. In California our target customers are consumers who purchase
unlimited local telephone service on a prepaid basis. In Pennsylvania and New
York, our target customers are businesses in rural communities who obtain
high-speed internet access using wireless fixed broadband equipment and
services.

New Products and Services
-------------------------

     The One Plus service previously offered by Zenith is not new to the
marketplace. The opportunity afforded Zenith is the ability to offer the service
at better pricing than generally available to the customers, coupled with
superior customer service and state of the art provisioning software.

Research and Development
------------------------

The Company has not had any expenditures for Research and Development. There
have been no material customer sponsored research activities or expenditures.

On February 26, 1999 the Company acquired certain intellectual property rights
from AVE, Inc. Such property rights included research and development toward a
new form of flat-plane antenna technology. The Company believed that additional
research, based upon the body of existing knowledge, could have lead to
development and eventual production and sale of antenna product(s). The Company
believed that there may have been a viable market for such products in the DBS
(direct broadcast satellite) television industry. After extensive due diligence
it was determined later in 1999 that the commercial development of the proposed
antenna technology would not be commercially viable.


Governmental Regulation and Approval
------------------------------------

     Prior to the change of control of the Company on December 20, 2002, the
Company was operating as an agent reseller of voice long distance services for a
CLEC with headquarters in Florida. The Company did not require governmental
approval for any of its activities and has incurred no cost or expense with
respect to compliance with federal, state and local environmental laws. No
single customer had a material effect on the Company's operations.


Current Environment in the Company's Market
-------------------------------------------

A dramatic shift in the method that long distance and local toll telephone calls
are processed and completed is underway in our country. The advent of the
internet has driven the cost of long distance calls down substantially from
levels of just a few years ago. The developing technology of Voice over Internet
Protocol ("VOIP") is driving the cost of long distance calls down to the point
that large business users may in the future be able to purchase their long
distance requirements at close to zero cost, not including the capital
investment in equipment. Our customers in California are residential users who
will not in the near term be able to obtain the benefits of the new technology.
Our customers in Pennsylvania and New York will similarly not likely be able to
obtain the benefits of the new technology in the near term, as our prospective
customers are in rural communities; it takes two to three years for new
technology to filter down from our primary markets to the secondary and tertiary
markets of our country.


The Company's Business Strategy
-------------------------------

     At present the Company's strategy is to provide a return on investment to
its shareholders by introducing and merging with a viable, revenue generating
and potentially profitable private business with Zenith. The Company's
controlling shareholder, the Tiger Fund(TM), Inc., is a business development
company which was created to invest in North American businesses that have
promise for continued growth and are in need of expansion capital. The Tiger
Fund(TM) acquired approximately 90% of the Company and has the right to acquire
an additional 4.5% of additional common stock of the Company. It is anticipated
although not yet certain that the Tiger Fund(TM) will merge one of its portfolio
companies within Zenith, in order to provide some degree of liquidity to its own
investors as well as prepare the merged company for future investment from
private equity groups which also look for a defined exit strategy of having
access to selling their equity interests within a secondary market for such
securities.

     Prior to the change of control of the Company from the Prime Companies to
the Tiger Fund(TM), the Company's strategy was to build a recognized and
respected brand name as a leader in One Plus voice telephone service, providing
superior customer service at competitive prices. As of December 20, 2002, this
business has been discontinued.

ITEM 2.   DESCRIPTION OF PROPERTIES

The Company does not currently own nor lease any property. It shares office
space with the Tiger Fund(TM), Inc., the company that owns 90% of our common
stock.


ITEM 3.   LEGAL PROCEEDINGS

There are no pending nor any threatened lawsuits involving the Company.

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

None.

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                                     MARKET
                                    ------
Our common stock has been trading since April 29, 2002 on the NASDAQ
Over-the-Counter Bulletin Board (OTC:BB) under the symbol "ZNTH". The following
table shows the high and low bid and ask quotations for each fiscal quarter is
provided below.

Quarter Ended                             BID                     ASK
                                    High        Low         High           Low
Ending June 30, 2002                  0          0            0             0
Ending September 30, 2002             0          0            0             0
Ending December 30, 2002          $.001     $.0001        $.001        $.0001




                                  SHAREHOLDERS
                                 ------------

     As of December 31, 2002 the number of shareholders of record of common
stock was 1,200, including approximately 1,007 non-objecting beneficial owners
whose securities are held in street name.

                                 DIVIDEND POLICY
                               ---------------
The Company had not paid dividends on its common stock. The Company plans to
retain future earnings, if any, for use in its business and, accordingly the
Company does not anticipate paying dividends on its common stock in the
foreseeable future. Any earnings are expected to be reserved for the operation
and expansion of the Company's business. Payment of dividends is within the
discretion of the Company's Board of Directors and will depend, among other
factors, upon the Company's earnings, financial condition, and capital
requirements.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Results  of  Operations
-----------------------

     During the year ended December 31, 2002, total sales revenue decreased to
$80 from $235 for the corresponding period of the prior year. The decrease in
revenue is attributed to the declined operations of the One-Plus long distance
plan during this period.

     The gross margin as a percent of revenues approximated (-100%) for the year
ended December 31, 2002, as compared to 35% for the corresponding period of the
prior year.

     The Company's selling, general and administrative expenses for the year
ended December 31, 2002 decreased to ($121) from $5,505 for the corresponding
period of the prior year. This decrease is due primarily to minimal legal and
accounting expenses related to the filing of quarterly, interim and annual
reports on Forms 10-QSB, 8-K, and 10-KSB with the Securities and Exchange
Commission plus an credit to expense for an adjustment of the due to Prime
Companies balance made in 2002.

     Interest expense for the year ended December 31, 2002 was $63 as compared
to $-0- for the prior year ended December 31, 2001.

     Interest income for the years ended December 31, 2002 and 2001 was $-0-.

     Income taxes for the years ending December 31, 2002 and 2001 was $-0-.


Liquidity  and  Capital  Resources
----------------------------------

     At December 31, 2002, the Company had cash of $-0- and working capital of
$83.

     Cash provided by operations was $58 for the year ended December 31, 2002
compared to cash used in operations of $5,505 for the corresponding period of
the prior year. The cash provided by operations in 2002 was due to collection of
a receivable balance. The cash used in operations in 2001 was due primarily to
legal and accounting expenses related to the filing of quarterly, interim and
annual reports on Forms 10-QSB, 8-K, and 10-KSB with the Securities and Exchange
Commission.

Cash used in investing activities for the years ended December 30, 2002 and 2001
was $-0-.

     Funds provided by financing activities for the year ended December 30, 2002
were $58 compared to funds provided by financing activities of $5,422 for the
corresponding period of the prior year. The cash provided in 2002 and 2001 was a
result of cash advances from Prime Companies, Inc.

Risk Factors Associated with Owning our Securities
--------------------------------------------------

Shareholders of the Company should be aware that the ownership of the Company's
shares involves certain investment considerations and risk factors, including
those described below and elsewhere in this registration statement, which could
adversely affect the value of their holdings. Neither the Company nor any other
person is authorized to make any representations as to the future market value
of the Company's stock.

Any Forward-looking statements contained in this document should not be relied
upon as predictions of future events. Such statements are necessarily dependent
on assumptions, data or methods that may be incorrect or imprecise and that may
be incapable of being realized. Investors are hereby notified that such
information reflects the opinions of Company management as to the future.
Investors should use their own judgment as to the significance of this
information to their individual investment decisions.

Investment in the Company's Common Stock must be considered speculative due to a
number of risk factors including, but not limited to, the fact that the shares
are minimally traded with very little or no liquidity in the public market.

Control by the Management Might Limit Independent, Public Shareholder Influence
-------------------------------------------------------------------------------

     At present, the Management of the Company does not presently own any of the
outstanding capital stock of the Company. The current management has been
nominated to carry out the business affairs of the Company during the transition
period since the acquisition of the 90% controlling interest by the Tiger
Fund(TM), Inc. and a planned merger of the Company with a private operating
business. The Adviser to the Tiger Fund(TM), Inc., Strategy Partners, LLC,
exercises control over the Company's operations and the Company's interim
management and Board of Directors, including control over the election of
directors, the appointment of officers, and the business policies, investments
and future acquisitions, if any, of the Company. Public shareholders' interests
may not be fully represented alongside the differing interests of management
shareholders, if any. The large percentage of shares owned by these persons may
have a limiting effect on the number of shares available for trading in the
secondary market, which could have an adverse effect on price and liquidity.

Absence of Necessary Financing Could Disrupt Operations, Product Development,
-----------------------------------------------------------------------------
Growth Plans
------------

     The Company intends to merge with a private operating company which meets
the investment criteria of the Company's principal shareholder, the Tiger
Fund(TM), Inc. This investment criteria includes, among other things, that the
private company has achieved a minimum of $1,000,000 in revenues for its most
recent fiscal year or is currently operating at a revenue run rate of at least
one million dollars during the current fiscal year. We will most likely merge
with a private operating company with adequate cash flows to obtain the
necessary interim and long-term financing necessary to continue operations of
such Company. There is no guarantee that the Company will have the financial
ability to meet all of those goals. There is no assurance that we will be
successful in such consummating such a merger or whether our principal
shareholder will find an appropriate private operating company which meets its
investment criteria that is a suitable candidate for merger. We expect to raise
additional capital from time to time by private placements of our securities and
from capital contributed by industry partners. To date we have not received any
capital contributions from any industry partners. Our common stock is listed on
the National Association of Securities Dealers Over-the-Counter Bulletin Board
electronic trading facility, trading under the symbol, "ZNTH". However our
market is extremely illiquid, with little or no trades occurring on a daily
basis since the listing on April 29, 2002. As a result of this highly illiquid
market for our securities, there can be no assurances that we will be able to
attract buyers of our common stock in private equity placements. If capital is
not available, it may not be possible for the Company to grow existing product
revenues or to operate profitably in any market. In such event, shareholders
could lose their entire investment.

Limited Prior Public Market and Restrictions on Free Sale of Stock May Adversely
--------------------------------------------------------------------------------
Affect Stock Value and Liquidity
--------------------------------

     There is presently a limited public market for the Company's common stock
and there can be no assurance that an active market will develop. The prices at
which the shares trade will be determined by the market place and could be
subject to significant fluctuations in response to many factors, including,
among others, variations in the Company's quarterly operating results, changing
economic conditions in the industries in which the company participates, and
changes in government regulations. In addition, the general stock market has in
recent years experienced significant price fluctuations, often unrelated to the
operating performance of the specific companies whose stock is traded. Market
fluctuations, as well as economic conditions, may adversely affect the market
price of the Company common stock. In the event of declining stock values and
diminished liquidity, shareholders could lose their entire investment.


Inability or Failure to Merge with a Private Operating Company May Increase
--------------------------------------------------------------------------------
The Risk of Loss of Investment
------------------------------

     The Company has been acquired by The Tiger Fund(TM), Inc. for purposes of
using the Company's existing publicly traded status to further mitigate
investment risks of the Tiger Fund(TM) investments in its portfolio companies.
At the present time, the Tiger Fund(TM) has not made any investments within any
portfolio companies nor has any identified portfolio companies. There can be no
assurance that the Tiger Fund(TM) will, or any future portfolio company in which
it may invest, be willing to merge with us in any definable period of time. In
such a case, the Company may not be able to maintain its continued listing on
the National Association of Securities Dealers Over-the-Counter Bulletin Board
("NASD:OTCBB") electronic trading facility or qualify to be listed on the new
National Association of Securities Dealers Bulletin Board Exchange ("NASD:BBX"),
which is anticipated to replace the existing NASD:OTCBB in the next several
months. The continued listing of the company on the NASD:OTCBB significantly
impacts the value of its securities and the failure to maintain our continued
listing on the NASD:OTCBB or to qualify for the NASD:BBX once it is phased in
and replaces the NADD:OTCBB, may cause our securities to be delisted. In such a
case, shareholders may likely lose their entire investment.

Management of Future Acquisitions and Growth Will Require Additional Investment,
--------------------------------------------------------------------------------
Which May Exceed Company's Ability to Manage This Growth
--------------------------------------------------------

     The Company has embarked upon an ambitious growth plan including merger
with one or more businesses. It will be necessary for the Company to attract,
hire and maintain new employees at many levels, including senior management in
order to achieve and support growth. The Company expects to include the public
market for its securities as a basis for the development of key employee
incentive compensation, savings, investment and retirement plans. There can be
no assurance that the Company will be successful in any of these efforts, the
failure of which could result in slower growth, a decline in profitability and a
loss of shareholder value.


Loss of Key Personnel or Inability to Hire Additional Qualified Personnel Might
-------------------------------------------------------------------------------
Result in Failure of the Company to Implement its Plans
-------------------------------------------------------

     Loss of the services of key management employees or inability to attract
and retain qualified personnel or delays in hiring required personnel,
particularly technical and sales personnel, could delay the development and
introduction of, and negatively impact the Company's ability to sell its
products. In addition to key management personnel, the Company's success depends
on its ability to attract and retain highly skilled technical, managerial,
marketing and other personnel. Competition for these personnel is intense. There
is a risk that it will be unsuccessful in attracting and retaining the personnel
it needs for its business. Failure to attract and retain such personnel could
result in a decline in the Company's revenues and profits and a loss of
investment by shareholders.


Contingent Stock Issuances Might Increase Shareholder Dilution While Values
---------------------------------------------------------------------------
Could Decline
-------------

     Revenue and net income increases, if any, may obligate the Company to issue
additional shares under future acquisition agreements. This increases the risk
of dilution in shareholder value and imposes a risk of complete loss of
shareholder value unless this factor is reversed or offset by the infusion of
new capital.


Dividend Policy
---------------

     Zenith Does Not Intend to Declare Dividends. The payment of future
dividends on the common stock and the rate of such dividends, if any, will be
determined by our Board of Directors in light of our earnings, financial
condition, capital requirements and other factors. Investors risk not receiving
any current nor future return on their investment. We have not paid any
dividends on our common stock during the past two years. We expect to continue
to retain all earnings generated by our operations for the development and
growth of our business, and do not anticipate paying any cash dividends to our
shareholders in the foreseeable future.

Penny Stock Rules
-----------------

     Our Stock is subject to the Penny Stock Rules. Investors in our stock risk
having less liquidity than they may have in a stock not subject to the Penny
Stock Rules. Pursuant to the Securities and Exchange Act of 1934, the Common
Stock of Zenith is classified as a penny stock, which means that it is subject
to restrictions with respect to its marketability. SEC rule 15G-9 establishes
certain sales practice requirements for such stock and, in particular, prior to
a transaction:

     The broker or dealer must have approved a prospective customer's account
for transactions in penny stocks in accordance with the procedure under the SEC
rules and the broker or dealer must have received from the customer a written
agreement to the transaction setting forth the identity and quantity of the
designated security to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must obtain from the person
information concerning the person's financial situation, investment experience,
and investment objectives. The broker or dealer must reasonably determine that
transactions in designated securities are suitable for the person and that the
person or the person's independent advisor in these transactions has sufficient
knowledge and experience in financial matters such that the person or the
person's independent advisor in theses transactions reasonably may be expected
to be capable of evaluating the risks of transactions in designated securities.

         The broker or dealer must deliver to the person a written statement
setting forth the basis on which the broker or dealer made the determination
required by the rules stating in a highlighted format that it is unlawful for
the broker or dealer to effect a transaction in a designated security unless the
broker or dealer has received, prior to the transaction, a written agreement to
a transaction from the person and stating in a highlighted format immediately
preceding the customer's signature line that: (a) the broker or dealer is
required by this section to provide the person with a written statement; and (b)
the person should not sign and return the written statement to the broker or
dealer if it does not accurately reflect the person's financial situation,
investment experience, or investment objectives; and obtain from the person a
manually signed and dated copy of the written statement required by the rules.

         As a practical matter, the only customers eligible to purchase penny
stocks are persons for whom the broker or dealer carries an account and who in
such account have effected a securities transaction or made a deposit of funds
or securities more than one year previously; or have made three purchases of
penny stocks that occurred on separate days and involved different issuers.

Impact of Recently Issued Standards
-----------------------------------

NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangibles." SFAS No. 142 addresses the initial recognition, measurement and
amortization of intangible assets acquired individually or with a group of other
assets (but not those acquired in a business combination) and addresses the
amortization provisions for excess cost over fair value of net assets acquired
or intangibles acquired in a business combination. The statement is effective
for fiscal years beginning after December 15, 2001, and is effective July 1,
2001 for any intangibles acquired in a business combination initiated after June
30, 2001. Adoption of SFAS No. 142 did not have a material impact to the
Company's financial position or results of operations since the Company has not
participated in such activities covered under this pronouncement.

     In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," which requires companies to record the fair value of a
liability for asset retirement obligations in the period in which they are
incurred. The statement applies to a company's legal obligations associated with
the retirement of a tangible long-lived asset that results from the acquisition,
construction, and development or through the normal operation of a long-lived
asset. When a liability is initially recorded, the company would capitalize the
cost, thereby increasing the carrying amount of the related asset. The
capitalized asset retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value. Upon settlement of
the liability, the obligation is settled at its recorded amount or the company
incurs a gain or loss. The statement is effective for fiscal years beginning
after June 30, 2002. The Company does not expect the adoption to have a material
impact to the Company's financial position or results of operations.

     In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt", and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. Adoption of this statement did not have a material impact to the
Company's financial position or results of operations.

     In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The provisions
of this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.

     In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9", which removes acquisitions of financial
institutions from the scope of both Statement 72 and Interpretation 9 and
requires that those transactions be accounted for in accordance with Statements
No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible
Assets. In addition, this Statement amends SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship intangible assets of financial institutions such as
depositor- and borrower-relationship intangible assets and credit cardholder
intangible assets. The requirements relating to acquisitions of financial
institutions are effective for acquisitions for which the date of acquisition is
on or after October 1, 2002. The provisions related to accounting for the
impairment or disposal of certain long-term customer-relationship intangible
assets are effective on October 1, 2002. The adoption of this Statement did not
have a material impact to the Company's financial position or results of
operations as the Company has not engaged in either of these activities.

     In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The transition guidance and annual disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15, 2002, with earlier application permitted in certain circumstances. The
interim disclosure provisions are effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002. The
adoption of this statement did not have a material impact on the Company's
financial position or results of operations as the Company has not elected to
change to the fair value based method of accounting for stock-based employee
compensation.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

Seasonality and Inflation
-------------------------

Management does not believe the Company's operations are significantly affected
by seasonality or inflation.


ITEM  7.  FINANCIAL  STATEMENTS

The Company's consolidated financial statements are attached as pages F-1
through F-6.


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

None

                                    PART III

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

Certain information about directors and executive officers of the Company is set
forth below:

                             OFFICERS AND DIRECTORS
                             ----------------------

The following table sets forth the names, ages and positions with the Company as
of December 31, 2002 of all of the officers and directors (the "Named Executive
Officers") of the Company. Also set forth below is information as to the
principal occupation and background for each person in the table.

 a) Directors and Executive Officers of the Company


NAME             AGE  DIRECTOR SINCE              POSITION
---------------  ---  --------------  ---------------------------------
Richard A. Moore  59       2002       Chief Executive Officer, Director

Douglas Sherrod   51       2002       Chief Financial Officer,
                                      Corporate Secretary, Director

The following is a brief description of the business background of the executive
officers and directors of the Company.

     Dr. Richard A. Moore, in addition to his role as the Chief Executive
Officer of Zenith Technology, Inc. is the Chairman of the Board and principal
shareholder of the Tiger Fund(TM), Inc. Dr. Moore has also held the position of
Vice President of Marketing and Development of PDPC, a San Diego based
manufacturer of various dental products. Dr. Moore is also a co-founder of
Continental 7, Inc., a development stage North American distributor of batteries
manufactured overseas and distributed under the Everlast(TM) brand, and under
the private label of Industrial Power. Dr. Moore has privately invested in
several companies over the past 25 years and recently holds positions on the
Board of Directors of several start up companies including Dental Implant
Corporation of America (DICOA), a San Diego based distributor of dental
implants; MarketDart Corporation, a Los Angeles based company specializing in
developing investor awareness and raising capital for start up companies, and
Biomedex, Inc., a Spokane Washington based biotech contract manufacturer. Dr.
Moore has practiced as a licensed dentist for the past 35 years, having received
a B.S. from the University of California Los Angeles in 1963 and a D.D.S. from
the University of Southern California Dental School in 1967.

     Mr. Sherrod has participated in the formation of several startup companies
and joint ventures, establishing rollout strategies, product positioning and
distribution channels. In 1983, Mr. Sherrod started the initial operations for
Force Computers, Inc. opening the first sales and marketing operations in the US
for the Munich Germany based company, a spin-off from Motorola-Germany. Mr.
Sherrod initially held Director of Sales and Marketing title, for this startup,
which grew from $0 to over $1.5 Million in shipments, $5 Million backlog, in
less than 15 months of operation. After achieving exceptional and rapid growth,
he was promoted to Vice President of Marketing and General Manager of the US
operations. Mr. Sherrod was responsible for all North America operations,
included staffing, product market, tradeshows, public relations, sales, and
overall general management of the US facilities. In 1987, Mr. Sherrod co-founded
Allied Telesyn International, with a Japanese business partner. Mr. Sherrod
oversaw the growth of business and manufacturing infrastructure of this company
from startup to several million dollars in turnover. As co-founder to this
startup, he assisted in building this business to over $200 million in sales by
the end of 1995. In 2000, Mr. Sherrod co-founded VivoCom, Inc and remains a
major stockholder of this company. VivoCom is a developer of IP communication
protocol and IP switching software. In 2002, Mr. Sherrod co-founded AdriaComm,
LLC. (http://www.adriacomm.com/) AdriaComm is pre-IPO developer of security
software for IP communications. AdriaComm has developed a firewall solution
allowing IP voice & data commutations through corporate firewalls without
compromise to corporate firewall integrity. Mr. Sherrod studied electrical
engineering at the University of Southern Mississippi while working the U.S.
Navy and Litton Industries, as an intern in a special Navy sponsored program for
naval engineering.


ITEM  10.  EXECUTIVE  COMPENSATION

The  officers received no compensation  from Zenith. The Company has not entered
into  any  employment  agreements.   There   are   no   Compensatory  Plans  nor
Arrangements. There are no stock option programs.

                              DIRECTOR COMPENSATION
                              ---------------------

The Company's directors receive no compensation nor reimbursement for out-of-
pocket expenses.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT

The following table sets forth as of December 31, 2002 the beneficial ownership
of the Company's outstanding shares of Common Stock by (i) the only persons who
own of record or are known to own, beneficially, more than 5% of the Company's
Common Stock; (ii) each director of the Company, (iii) each executive officer of
the Company; and (iv) all directors and executive officers as a group.

<TABLE>
<CAPTION>


               Name of          Amount and
Title of       Beneficial       Nature of
Class          Owner            Interest     Percentages        Address
---------------------------------------------------------------------------
<S>           <C>              <C>          <C>                 <C>
Common Stock
Par Value      Tiger Fund(TM),                                  2600 Michelson Drive
$0.0001        Inc.             25,824,317    90.0%             17th Floor
                                                                Irvine, California 92612
Common Stock   All Directors
Par Value      and Officers
$0.0001        as a Group                0     0.0%

</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The Chief Executive Officer of the Company, Dr. Richard A. Moore, is also
the Chairman of the Board of the Tiger Fund(TM), Inc., the principal and
majority shareholder of the Company. While there does not exist any employment
agreement between Dr. Moore and the Company or any employment or compensatory
arrangement between the Tiger Fund(TM) and Dr. Moore, he may directly exert
control over the Company in his capacity as Chairman of the Board of the Tiger
Fund(TM). In addition, because Dr. Moore is also a majority shareholder of the
Tiger Fund(TM), he may receive an indirect pecuniary benefit in the event that
the Tiger Fund(TM) declares a dividend or otherwise distributes to its
shareholders any income from the sale of its equity interest within the Company.


ITEM  13.  EXHIBITS,  REPORTS  ON  FORM  8-K  AND  SUPPLEMENTAL INFORMATION

(a) INDEX TO EXHIBITS

       No exhibits are attached to this document.

(b) No reports on Form 8-K were filed during the last quarter of the year
covered by this report.


                             SHAREHOLDER INFORMATION
                             -----------------------

Form  10-KSB  Availability:

A copy of the 2000 Form 10-KSB filed with the Securities and Exchange Commission
will be forwarded preferably by email, upon request, to any shareholder.
Requests should be directed to:

Dr. Richard A. Moore Zenith Technology, Inc.
P.O. Box 676286 Rancho Santa Fe, CA 92067

Or  by  email  to  richardamoore@cox.net

Transfer  Agent  and  Registrar:

Mountain Share Transfer
1625 Abilene Drive
Broomfield, CO 80020
Telephone: (303) 460-1149
Fax: (303) 438-9243
Email: beth@mountainsharetransfer.com


Independent  Auditors:

Stonefield Josephson, Inc.
1620 26th Street
Suite 400 South
Santa Monica, CA 90404-4041

Corporate  Offices:  Zenith Technology, Inc.
Mailing  Address:  P.O. Box 676286, Rancho Santa Fe, CA 92067
Telephone:  (858) 759-9994
Fax: (858) 759-8860

<page>
                             ZENITH TECHNOLOGY, INC.
                         A DEVELOPMENT STAGE ENTERPRISE
                              FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                      REPORT OF INDEPENDENT PUBLIC AUDITORS



                                    PART F/S
                                    --------

The following financial statements of the Company are included herein:

                                                                        Page No.
                                                                      --------

Zenith Technology, Inc.
-----------------------

     Report of Independent Auditors                                       F-1

     Balance Sheets                                                       F-2

     Statements of Operations                                             F-3

     Statements of Stockholders' Deficit                                  F-4

     Statements of Cash Flows                                             F-5

     Notes to Financial Statements                                        F-6

<PAGE>






                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Zenith Technology, Inc.
Yuba City, California


We have audited the accompanying balance sheets of Zenith Technology, Inc. (a
development stage enterprise) as of December 31, 2002 and 2001, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zenith Technology, Inc. as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity accounting principles generally accepted
in the United States of America

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses from operations and has had negative cash
flows from operations, and has a net capital deficiency. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/STONEFIELD JOSEPHSON, INC.


STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
April 22, 2003
                                       F-1

<page>


                          PART I FINANCIAL INFORMATION

Item 1 Financial Statements
----------------------------


<TABLE>
<CAPTION>

Balance Sheets
Zenith Technology, Inc.
A Development Stage Enterprise

ASSETS                                           December 31,     December 31,
                                                     2002             2001
<S>                                             <C>               <C>
Current Assets
    Receivable                                  $        --      $         83
                                                ------------      ------------
         Total Current Assets                            --                83
                                                ------------      ------------
TOTAL ASSETS                                    $        --      $         83
                                                ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
    Accounts Payable                            $        --      $         --
                                                ------------      ------------
         Total Current Liabilities                       --                --

Due to Prime Companies, Inc.                    $     11,000     $     11,058

Stockholders' Deficit Common Stock, $.0001 par value, 100,000,000 authorized,
    28,693,683 issued and outstanding, as adjusted
    for stock split July 2001                          2,869            2,869
    Additional paid-in capital                        47,131           47,131
    Accumulated Deficit                              (61,000)         (60,975)
                                                ------------      ------------
         Total Stockholders' Deficit                 (11,000)         (10,975)
                                                --------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $         --       $       83
                                                ==============     ============

The accompanying notes are an integral part of these financial statements.

</TABLE>

                                       F-2
<PAGE>



<TABLE>
<CAPTION>

Statements of Operations
Zenith Technology, Inc.
A Development Stage Enterprise
                                               Year                  Year
                                               Ended                 ended
                                         December 31, 2002    December 31, 2001
                                         -----------------    -----------------
<S>                                      <C>                   <C>
Revenues to party related
   through common ownership              $         80         $        235

Cost of revenue                                   163                  152
                                         -----------------    -----------------
Gross profit                                      (83)                  83

Selling, general & administrative exp.           (121)               5,505

Organization Expense                               --                   --
                                         -----------------    -----------------
Loss from operations                               38               (5,422)

Interest income                                    --                   --

Interest expense                                   63                   --
                                         -----------------    -----------------
Loss before taxes                                 (25)              (5,422)
                                         -----------------    -----------------
Net loss                                 $        (25)        $     (5,422)
                                         =================    =================
Basic & diluted per share information:

     Net loss per share                  $         --         $        --
                                          =================   ==================
Adjusted Weighted Average Shares           28,693,683            28,693,683
                                          =================   ==================


The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       F-3
<PAGE>



<TABLE>
<CAPTION>





Zenith Technology, Inc.
Statement of Stockholders' Deficit
A Development Stage Enterprise


                               Common Stock
                  -----------------------------------------       Additional Paid          Retained
                              Shares             Amount              In Capital            Earnings
                  ---------------------------------------------------------------------------------
<S>               <C>                   <C>                      <C>                    <C>
Balance, January 1, 2001    28,693,683      $     2,869          $   47,131             $  (55,553)
                            -----------------------------------------------------------------------
Net loss                                                                                    (5,422)
                            -----------------------------------------------------------------------
Balance, December 31, 2001  28,693,683            2,869              47,131                (60,975)
                            -----------------------------------------------------------------------
Net loss                                                                                       (25)
                            -----------------------------------------------------------------------
Balance December 31, 2002   28,693,683      $     2,869           $  47,131             $  (61,000)
                            -----------------------------------------------------------------------




The accompanying notes are an integral part of these financial statements.

</TABLE>

                                       F-4
<PAGE>



<TABLE>
<CAPTION>

Statements of Cash Flows
Zenith Technology, Inc.
A Development Stage Enterprise
                                                                     Year ended     Year ended
                                                                    December 31,    December 31,
                                                                        2002            2001
                                                                 ---------------   -------------
<S>                                                              <C>               <C>
Cash Flows from Operating Activities
         Net loss                                                  $     (25)     $      (5,422)
         Receivable                                                       83              (83)
                                                                 ---------------   -------------
             Net Cash provided by (used in) operating activities          58             (5,505)
                                                                 ---------------   -------------
Cash Flows from Financing Activities
         Payments to Parent Company                                      (58)             5,505
                                                                 ---------------   -------------
             Net Cash used in  financing activities                      (58)             5,505
                                                                 ---------------   -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               $      --         $       --

CASH AND CASH EQUIVALENTS, beginning of period                     $      --         $       --
                                                                 ---------------   -------------
CASH AND CASH EQUIVALENTS, end of period                           $      --         $       --
                                                                 ===============   =============


The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       F-5
<PAGE>


Zenith Technology, Inc.
A Development Stage Enterprise
Notes to Financial Statements

1. FINANCIAL STATEMENTS
            ------------------------------

The Company  was  organized on December 2, 1998 under  the laws of the State  of
Nevada, as Zenith Transportation, Inc. The Company changed  its name from Zenith
Transportation, Inc. to Zenith Technology, Inc. on February 3, 1999. The Company
was inactive for approximately 2 and one-half years.

The Company is a development stage company as defined in the Statement of
Financial Accounting Standards No. 7 and had negligible operations through
December 31, 2002.

The Company's financial statements are prepared using the accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company had minimal revenue in
2002. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. This factor raises substantial doubt
about the Company's ability to continue as a going concern.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

The Company uses the liability method of accounting for income taxes pursuant to
SFAS No. 109, "Accounting for Income Taxes."

The Company computes net income (loss) per share following SFAS No. 128,
"Earnings Per Share". Under the provisions of SFAS No. 128, basic net income
(loss) per share is computed by dividing the net income (loss) available to
common shareholders for the period by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per share is
computed by dividing the net income (loss) for the period by the weighted
average number of common and common equivalent shares outstanding during the
period. During 2002 and 2001 there were no common equivalent shares.

Since inception, the parent company, Prime Companies, Inc., has funded the cash
requirements of the Company. The Company owes Prime $11,000 as of December 31,
2002. There have been no other related party transactions.

The Company has not entered into any lease nor rental agreements. The Company
has no commitments that are not disclosed in the related financial statements.



                                       F-6


2.     Retroactive Effect of Stock Split
       ----------------------------------

We have given retroactive effect in these financial statements to the stock
split disclosed in the following note and issued in July 2001.

     From December 2, 1998 through June 30, 2001, the Company was a wholly-owned
subsidiary of Prime Companies, Inc. ("Prime") and conducted no business
operations (see Note 3). On July 26, 2001 the Company had 10,000 common shares
outstanding,all owned by Prime Companies, Inc. On July 26, 2001, the Board of
Directors and sole shareholder authorized a 2,869.3683 for one stock split and
authorized the Company to distribute 2,869,366 common shares of the Company
("Spin-off Shares")pro-rata to approximately 1,280 individual shareholders of
Prime as a dividend-in-kind. There was no consideration paid in cash or
otherwise by Prime shareholders for the Common Stock. There was no underwriter,
and no commissions or fees that were paid. The securities were issued without
registration under the Securities Act of 1933 (the "1933 Act") pursuant to Staff
Legal Bulletin No. 4 dated September 16, 1997 and No-Action letters promulgated
by the Securities and Exchange Commission ("SEC") relating to a "spin-off"
transaction.

     As a result, the Company became separate from and no longer a wholly-owned
subsidiary of Prime by virtue of a distribution of 10% of its shares to
shareholders of Prime. This had the effect that every Prime shareholder as of
July 31, 2001 received 1 share of Zenith for every 10 shares of Prime. There
were no fractional shares of Zenith issued. Retroactive effect has been given to
this change for all periods presented.

Management recognizes that the Company must generate additional resources to
enable it to continue operations. The Company intends to begin recognizing
additional revenue during the year 2003. There can be no assurance that the
Company will achieve profitability or positive cash flow. If expected revenues
do not result in positive cash flow, the Company will not be able to meet its
obligations and will have to cease operations.

The Company, a development stage company, plans to provide "one plus" long
distance voice telephone service to residential and commercial customers.

3. ZENITH/TIGER FUND STOCK PURCHASE AGREEMENT

     On December 20, 2002, Prime Companies, Inc., the controlling shareholder of
the Company, sold 25,824,317 shares of common stock of Zenith Technology, Inc.
to the Tiger Fund(TM), Inc., an Irvine, California based business development
company, for $90,000 cash. The stock sale transaction, which constitutes
approximately 90.0% of the total issued and outstanding shares of the
Registrant, is classified as a change of control of the Registrant. Prime is a
publicly traded company, incorporated in the State of Delaware with its
principal place of business at 409 Center Street, Second Floor, Yuba City, CA
95991.


                                   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
behalf by the undersigned, thereunto duly authorized. Dated this __th day of
April, 2003.



                                        Zenith Technology,  Inc.

                                   By:  /s/ RICHARD A. MOORE
                                        -------------------------------
                                        Richard A. Moore
                                        Chief  Executive  Officer
                                       (Principal  Executive  Officer)
                                        Director

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

By:      /s/  DOUGLAS SHERROD
             ----------------------------------
              Douglas Sherrod
              Director, Chief  Financial  Officer


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Richard A. Moore, certify that:

1. I have reviewed this annual report on Form 10-KSB of Zenith Technology, Inc.

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

       c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

       a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize, and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

       b) any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


                                                       /s/ RICHARD A. MOORE
                                                       -------------------------
                                                       Richard A. Moore
                                                       Chief Executive Officer
                                                       and Director

Dated: April 23, 2003

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Douglas Sherrod, certify that:

1. I have reviewed this annual report on Form 10-KSB of Zenith Technology, Inc.

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

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

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

       c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

       a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize, and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

       b) any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


                                                     /s/ DOUGLAS SHERROD
                                                     -----------------------
                                                     Douglas Sherrod
                                                     Chief Financial Officer

Dated: April 23, 2003


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


     In connection with the Annual Report of Zenith Technology, Inc. (the
"Registrant") on Form 10-KSB for the period ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Annual
Report"), I, Richard A. Moore, CEO and director of the Registrant, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Annual Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Annual Report fairly presents, in all
material respects, the financial condition and result of operations of the
Registrant.

/s/  RICHARD A. MOORE
--------------------------
CEO
Director
4/23/03


     In connection with the Annual Report of Zenith Technology, Inc. (the
"Registrant") on Form 10-KSB for the period ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Annual
Report"), I, Douglas Sherrod, CEO and director of the Registrant, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Annual Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Annual Report fairly presents, in all
material respects, the financial condition and result of operations of the
Registrant.

/s/  DOUGLAS SHERROD
------------------------
CFO
Director
4/23/03