SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-KSB

[X]               ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended DECEMBER 31, 2003
                                            -----------------

                         Commission File Number 0-33135

                            ADSOUTH PARTNERS , INC.
                       (formerly Zenith Technology, Inc.)

                 ----------------------------------------------
                 (Name of small business issuer in its charter)

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

299 W. Camino Gardens Dr., Suite 200, Boca Raton, FL              33432
----------------------------------------------------            --------
      (Address of principal executive offices)                  Zip Code

Issuer's telephone number (561) 470-0410
                           ---  --------

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

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

                         Common Stock, par value $.0001

                         ------------------------------
                                (Title of class)

         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 here if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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. [ ]

         The Company had no revenues for the year ended December 31, 2003.

         The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant was $2,596,000 as of February 16, 2004.

         There were 52,170,464 shares of the Company's Common Stock, $.0001 par
value, outstanding as of February 16, 2004.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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Statement Regarding Forward Looking Disclosure

         This Annual Report of Adsouth Partners, Inc. ("us", "we" or the
"Company") on Form 10-KSB, including the sections entitled "Business," "Risk
Factors Associated with Owning Our Securities" and "Management's Discussion and
Analysis or Plan of Operation," contain forward-looking statements. Statements
in this Annual Report that are not historical facts, including statements about
the Company's beliefs and expectations, particularly regarding recent business
and economic trends and the integration of acquisitions, constitute
forward-looking statements. These statements are based on current plans,
estimates and projections, and therefore undue reliance should not be placed on
them. Forward-looking statements speak only as of the date they are made, and
the Company undertakes no obligation to update publicly any of them in light of
new information or future events.

         Forward-looking statements involve inherent risks and uncertainties. A
number of important factors could cause actual results to differ materially from
those contained in any forward-looking statement. Such factors include, but are
not limited to, those associated with the effects of global, national and
regional economic and political conditions, the Company's ability to attract new
clients and retain existing clients, the financial success of the Company's
clients, developments from changes in the regulatory and legal environment for
advertising and marketing and communications services companies around the
world, and the successful completion and integration of acquisitions which
complement and expand the Company's business capabilities.

         At any given time the Company may be engaged in a number of preliminary
discussions that may result in one or more acquisitions or dispositions. These
opportunities require confidentiality and from time to time give rise to bidding
scenarios that require quick responses by the Company. Although there is
uncertainty that any of these discussions will result in definitive agreements
or the completion of any transactions, the announcement or unauthorized
disclosure of any such transaction may lead to increased volatility in the
trading price of the Company's securities.

         The success of recent or contemplated future acquisitions will depend
on the effective integration of newly-acquired businesses, products or services
into the Company's current operations. Important factors for integration include
realization of anticipated synergies and cost savings and the ability to retain
and attract new personnel and clients.

         This Annual Report also contains certain financial information
calculated on a "pro forma" basis. Because "pro forma" financial information by
its very nature departs from traditional accounting conventions, this
information should not be viewed as a substitute for historical financial
information prepared in accordance with GAAP contained in the Company's
financial statements that are contained in this Annual Report and should be read
in conjunction therewith.

         Investors should evaluate any statements made by the Company in light
of these important factors.

Available Information

         Information regarding the Company's annual reports on Form 10-KSB,
quarterly reports on Form 10-QSB, current reports on Form 8-K, and any
amendments to these reports, are available to the public from the SEC's website
at http://www.sec.gov as soon as reasonably practicable after the Company
electronically files such reports with the Securities and Exchange Commission.
Any document that the Company files with the SEC may also be read and copied at
the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room.

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PART I

Item 1.  Description  of  Business,

Business Developments

Organization

         On December 2, 1998 we were organized as a Nevada corporation under the
name of Zenith Transportation, Inc. On February 3, 1999 we changed our name to
Zenith Technology, Inc., which was our name as of December 31, 2003. On January
8, 2004, our name was changed to Adsouth Partners, Inc. We are a publicly traded
holding company. Throughout this document our company may be referred to
variously as "we", "our", "Zenith", "Adsouth Partners", the "Company" or the
"Registrant".

Changes in Control

         On December 20, 2002, Prime Companies, Inc. sold 25,824,317 shares of
our common stock owned by it to the Tiger Fund, Inc. (the "Tiger Fund") for
$90,000 cash. The common shares purchased by the Tiger Fund constituted 90% of
our total issued and outstanding shares of common stock as of December 20, 2002,
giving it control of our company. On May 9, 2003, by resolution of our Board of
Directors we recapitalized our equity by issuing to the Tiger Fund, in exchange
for a promissory note in the principal amount of $19,477, 19,476,681 shares of
our common stock. Our issuance of the 19,476,681 shares of common stock to the
Tiger Fund represented a 67.87% increase in our total capitalization. The Tiger
Fund, is an Irvine, California-based business development company whose strategy
for its investment in our company was to introduce and merge our Company with a
viable, revenue-generating and potentially profitable private business.

         On January 4, 2004, the Tiger Fund executed this strategy when it
completed a share exchange transaction with Adsouth, Inc., a Boca Raton,
Florida-based direct response marketing company ("Adsouth Florida"). The Tiger
Fund transferred 28,000,000 shares of its Zenith common stock to the two
shareholders of Adsouth Florida, Mr. John P. Acunto and Ms. Angela E. Acunto, in
exchange for their transfer to us of 100% of the equity ownership of Adsouth
Florida. In addition, the Tiger Fund contributed 5,217,000 of its shares of our
common stock, which were reissued to Strategy Partners, LLC as compensation for
services to be performed pursuant to a management consulting agreement. Upon
completion of the share exchange transaction, the control of our company had
changed such that Mr. John P. Acunto and Ms. Angela Acunto collectively owned
53.67%, the Tiger Fund owned 23.16% and Strategy Partners, LLC owned 9.99% of
our total issued and outstanding common stock, respectively.

Acquisition of Adsouth Florida

         Because we obtained 100% of the outstanding equity of Adsouth Florida
in a transaction that gave control of our company to the former owners of the
company we acquired, our acquisition of Adsouth Florida is accounted for as a
reverse acquisition. The accounting rules for reverse acquisitions require that
beginning January 4, 2004, our balance sheet will include the assets and
liabilities of Adsouth Florida and our equity accounts will be recapitalized to
reflect the net equity of Adsouth Florida. In addition, beginning with the
quarter ending March 31, 2004, and for all reporting periods thereafter, our
operating activities, including the prior period comparatives, will include only
those of Adsouth Florida. Because the reverse acquisition occurred subsequent to
December 31, 2003, the historical financial statements for the years ending
December 31, 2003 and 2002 do not include, nor give any effect to, the
operations of Adsouth Florida. This annual report does include, as exhibits, the
separate financial statements of Adsouth Florida and pro forma financial
statements that present the results of operations as if the acquisition of
Adsouth Florida had occurred on July 8, 2003, the date of inception of Adsouth
Florida. Furthermore, this Annual Report is intended to complete our reporting
obligations under Items 1 and 7 of our Current Report on Form 8-K with respect
to our acquisition of Adsouth Florida.

Management Consulting Agreement with Strategy Partners, LLC

         On December 22, 2003, we entered into a management consulting agreement
with Strategy Partners, LLC ("Strategy Partners"), a related party. We believe
that the personnel at Strategy Partners have significant expertise in the field
of

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rendering advice to business corporations including assistance in (i) the
implementation of strategic growth; (ii) corporate strategy; (iii) budgeting of
future corporate investments; (iv) acquisition and divestiture decisions; (v)
federal and state securities law disclosure compliance; and (vi) debt and equity
financings. The management consulting agreement has an initial term of six
months and automatically renews for an additional six months unless cancelled
within 60 days prior the end of the initial six month term. We presently intend
to renew the management consulting agreement at the conclusion of the initial
term.

         Under the terms of our management consulting agreement with Strategy
Partners, we were obligated to issue 5,217,000 shares of our common stock,
valued at $783,000, to Strategy Partners as payment for the first twelve months
of management services. The right to receive these shares was ultimately
assigned to Omar Rizvi, Strategy Partner's managing member. The $783,000 will be
ratably expensed in 2004. Under our agreement, if Strategy Partners is able to
assist us in the closing of any financing, sale of assets, merger, acquisition
or combination, we have agreed to issue to it a warrant to purchase an
additional 2,500,000 shares of our common stock for $.25 per share, and to pay
it a percentage of the gross value of the proceeds received by us equal to 5% of
the first $1,000,000 of gross proceeds, plus 4% of gross proceeds between
$1,000,001 and $2,000,000, plus 3% of gross proceeds between 2,000,001 and
$3,000,000, plus 2% of any gross proceeds greater than $3,000,000. The Company
may have to record additional stock based compensation expense related to the
warrant, if it is issued, based on, among other factors, the price of the
Company's common stock at the time that the warrant is issued.

Letter of Intent with NavLynx Technologies, Inc.

         On June 20, 2003, we entered into a letter of intent to merge with
NavLynx Technologies, Inc., an Ontario Canada corporation ("NavLynx"). The
letter of intent specifically stated that any transaction with NavLynx would be
subject to final board and shareholder approval by NavLynx, final approval by
our Board of Directors, and completion of our comprehensive due diligence
investigation. On September 19, 2003, the expiration date of the letter of
intent was mutually extended from October 1, 2003 to December 1, 2003. During
the intervening months (from June 2003 to December 2003) significant time was
spent by the Company negotiating the terms of the proposed merger and performing
extensive due diligence. On December 30, 2003, given the fact that no approval
by the Board and shareholders of NavLynx had as yet been obtained, our feeling
that such approval was not going to be obtained in a timely manner, and NavLynx'
failure to adequately address certain of our due diligence concerns, NavLynx
released a statement terminating the letter of intent and we took no further
efforts to consummate our proposed merger with NavLynx. Our Current Business

         On January 4, 2004, our acquisition of Adsouth Florida was completed,
and on such date we became a direct response marketing company. Our sources of
revenues are generated from the fees earned on the placement of advertising,
fees earned on the production of advertising, fees earned for creative
advertising services and public relations consulting and profits from the direct
marketing sale of acquired rights to products. None of the operating results of
Adsouth Florida are included in the Zenith Technology, Inc. historical financial
statements for the year ended December 31, 2003. However, beginning with the
quarter ending March 31, 2004, and for all reporting periods thereafter, our
operating activities, including the prior period comparatives, will include only
those of Adsouth Florida. This annual report does include, as exhibits, the
separate financial statements of Adsouth Florida and pro forma financial
statements that present the results of operations as if the acquisition of
Adsouth Florida had occurred on July 8, 2003, the date of inception of Adsouth
Florida. Other aspects of this filing, including the risk factors associated
with owning our securities, information about our current officers and
directors, and our current shareholder information, all reflect the state of our
company as of the filing date of this Annual Report, after giving effect to the
acquisition of Adsouth Florida.

         During the first quarter of 2004 we announced that Adsouth Florida was
negotiating to acquire the rights to certain products and services. This
strategy represents an additional revenue model for us during 2004 that did not
exist for Adsouth Florida during 2003. If successful, we will generate product
sales revenues in addition to the traditional advertising agency revenue
sources.

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         The marketing communications business is highly competitive, with
agencies of all sizes and disciplines competing primarily on the basis of
quality of service to attract and retain clients and personnel. Companies such
as WPP Group, Omnicom Group, Interpublic Group, Digitas, ChoicePoint Precision
Marketing and Havas generally serve large corporations with consolidated or
business unit sales from direct marketing in excess of $100 million.
Additionally, based on agency direct marketing revenues published in the trade
journal Advertising Age's 2003 Agency Survey, our research indicates that there
are approximately 23 agencies with direct marketing revenues ranging from $10
million to $100 million and several dozen agencies with direct marketing
revenues ranging from at least $1 million to $10 million. We noted that very few
agencies specializing solely in direct marketing are publicly-traded companies.
We intend to develop a market niche by providing a full level of service quality
that users of direct marketing services may not receive from our larger
competitors.

         During 2003, Adsouth Florida was dependent on three clients for 50%,
24% and 20% of its revenues and one of such clients, representing 20% of its
revenues, changed agencies near the end of 2003. As a new company, Adsouth
Florida is continuing to build a pipeline of revenue opportunity based upon new
and pending contracts obtained during the first quarter of 2004, while at the
same time providing a quality of service necessary to retain its existing
clients. During the early stages of its growth, it is expected that Adsouth
Florida will remain dependent on a limited number of clients in the foreseeable
future.

Historical Business

         On December 20, 2002, the date a controlling interest in our common
stock was acquired by the Tiger Fund, we were not an operating company, and we
concentrated on pursuing the acquisition of an operating company which fit our
desired objectives, resulting in the acquisition of Adsouth Florida on January
4, 2004.

         From June 2001 through December 20, 2002 we offered "One Plus" voice
long distance services to residential and business users throughout the United
States. As of December 20, 2002, such services are no longer offered by us.

         Prior to June 2001, we were engaged 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 by our former management in 1999 that
further development of the proposed antenna technology would not be commercially
viable. We therefore never initiated operations to market the antenna.

Governmental Regulations and Environmental Laws

         We did not require governmental approval for any of our activities
conducted in 2003, and have incurred no cost or expense with respect to
compliance with federal, state and local environmental laws. Our future
operations in the direct marketing and advertising sectors will be subject to
certain regulation, both domestically and internationally, as more fully
described in the section of this Annual Report entitled "Risk Factors Associated
with Owning our Securities."

Research and Development

         We incurred no expenditures for research and development activities,
either directly or through customer sponsored research activities, during 2003.

Employees

         As of December 31, 2003 our only employee was our Chief Executive
Officer. Adsouth Florida, which was acquired on January 4, 2004, had seven
full-time employees on the date that it was acquired, and today we have six
full-time employees.

Risk Factors Associated with Owning our Securities

         Shareholders should be aware that the ownership of our common stock
shares involves certain investment considerations and risk factors, including
those described below and elsewhere in this annual report, which could

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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 our 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 our 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 our 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.

Risks Associated with our Company and Our Business.
---------------------------------------------------

We face intense competition in the direct marketing, advertising and media
placement services which we provide to our clients, and as a small, public
company we may not be able to sustain sufficient business growth and revenue
production to compete successfully.

The direct marketing, advertising and media buying businesses which we are in
are highly competitive. We face risks typical of advertising and marketing
services companies and other services businesses generally, including risks
arising out of geographical factors, changes in general and regional economic
conditions, competitive factors, client requirements and the hiring and
retention of key employees. In general, the financial and technological barriers
to entry in these market segments are low, with the key competitive
considerations for keeping existing business and winning new business being the
quality, effectiveness and pricing of the services offered, including our
ability to efficiently provide our services to clients.

Our business is highly subject to fluctuations in the economy, reductions in
corporate budgeting, increases in media costs and other factors affecting
advertisers and marketers generally.

In the past several years, the downturn in the economy has had a major impact on
the ability of users of commercial advertising and marketing to successfully
maintain and grow their businesses. As corporate managers are required to
introduce cost-cutting measures to reduce budgetary strains, advertising,
marketing and promotional costs are often impacted, particularly for the
products which are most suitable for direct marketing. Our clients tend to be
smaller, single- or few-product oriented companies, which are highly susceptible
to fluctuations in the economy and/or their particular industries, and which may
not be able to react quickly or efficiently to unexpected variations in their
financial forecasts. If we are unable to operate our company in a highly
efficient and flexible manner, we may not be able to compete effectively against
larger companies that have more resources and clientele to maintain themselves
during periods of economic downturn or instability. Some of our customers may
also experience difficulty in raising capital, supporting their current
operations and/or implementing their business plans, or may be anticipating such
difficulties, and may therefore elect to scale back the resources they devote to
marketing and advertising activities. These customers may not be able to
discharge their payment and other obligations to us. The non-payment or late
payment of amounts due to us from our customers could negatively impact our
financial condition. If the current business environment for our customers does
not improve, our business, results of operations and financial condition could
be materially adversely affected. In addition, failure of our customers to
comply with federal, state or local laws or the Company's policies could damage
our reputation and adversely affect our business, results of operations or
financial condition.

We do not often maintain long-term agreements with our customers and may be
unable to retain customers, attract new customers or replace departing customers
with customers that can provide comparable revenues.

Many of our contracts with our customers are short-term or single-project
agreements. If our customers do not continue to use our products and services,
and if we are unable always to replace departing clients in a timely or
effective manner with new customers that generate comparable revenues, our
business could be significantly and adversely affected. Furthermore, we cannot
assure you that our customers will continue to generate consistent amounts of
revenues over time. Our failure to develop and sustain long-term relationships
with our customers would materially and adversely affect our results of
operations.

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We may not be able to continue to grow through acquisitions of or investments in
other companies or products.

Our business is expected to expand noticeably in the first quarter of 2004 as a
result of acquisitions or investments in other companies, and in individual
products or product lines, including those agreements entered into by us which
are described under the heading Management's Discussion and Analysis or Plan of
Operation. We may continue to acquire or make investments in other complementary
businesses, products, services or technologies as a means to grow our business.
There can be no assurance that we will be able to identify a steady supply of
products or companies which are suitable for acquisition or investment. Even if
we do identify suitable candidates, we cannot assure you that we will be able to
make other acquisitions or investments on commercially acceptable terms, if at
all. Even if we agree to buy a company, product line or other assets, we cannot
assure you that we will be successful in consummating the purchase, or
integrating the product or company into our business without disruption. If we
are unable to do any or all of these things, it could have a material adverse
impact on our company.

In addition to the risks described above, acquisitions are accompanied by a
number of inherent risks, including, without limitation, the following:

   *   the difficulty of assimilating acquired products, services or operations;

   *   the potential disruption of the ongoing businesses and distraction of our
       management and the management of acquired companies;

   *   the difficulty of incorporating acquired rights into our products and
       services;

   *   difficulties in disposing of the excess or idle facilities of an acquired
       company or business;

   *   difficulties in maintaining uniform standards, controls, procedures
       and policies;

   *   the impairment of relationships with employees and customers as a result
       of any integration of new management personnel;

   *   potential failure to achieve additional sales and enhance our customer
       base through cross-marketing of the combined company's products to new
       and existing customers; and

   *   potential unknown liabilities associated with acquired businesses or
       product lines, or the need to spend significant amounts to retool,
       reposition or modify the marketing and sales of acquired products.

To the extent that we are unable succeed in addressing any of these risks or
other problems encountered in connection with these acquisitions, these risks
and problems could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our results of operations.
Furthermore, we may incur debt or issue equity securities to pay for any future
acquisitions. The issuance of equity securities could be dilutive to our
existing stockholders.

Management of future acquisitions and growth will require additional investment,
which may exceed our ability to manage this growth.

We have embarked upon an ambitious growth plan, including our January 4, 2004
acquisition of Adsouth Florida. It will be necessary for us to attract, hire and
maintain new employees at many levels, including senior management in order to
achieve and support growth. We expect to include the public market for our
securities as one basis for the development of key employee incentive
compensation, savings, investment and retirement plans. There can be no
assurance that we will be successful in any of these efforts, the failure of
which could result in our inability to attract and retain superior employees,
slower growth, a decline in profitability and a loss of shareholder value.

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Loss of key personnel or inability to hire additional qualified personnel might
result in failure to implement our plans.

With our acquisition of Adsouth Florida on January 4, 2004, we became highly
dependent on John P. Acunto, our current Chief Executive Officer, Chairman of
the Board and the founder of Adsouth Florida. The loss of his services would
have a materially adverse impact on our current and future planned operations.
The loss of the services of other key management employees or the 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 our ability to sell our products and
services. In addition to key management personnel, our success depends on our
ability to attract and retain highly skilled technical, managerial, marketing
and other personnel. Competition for such personnel is intense. There is a risk
that we may be unsuccessful in attracting and retaining the personnel we need
for our business. Failure to attract and retain such personnel could result in a
decline in our revenues and profits, and to a loss of investment by our
shareholders.

Risks Associated with the Ownership of Our Shares.
--------------------------------------------------

Control by Management might limit independent, public shareholder influence over
our corporation.

As of the date of filing of this Annual Report, John P. Acunto, our Chief
Executive Officer and Chairman of the Board, together with his wife, Angela
Acunto, own greater than 50% of our outstanding common shares, and exercise
control over our operations and our 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 our company. Public
shareholders' interests may not be fully represented alongside the differing
interests of management shareholders, if any. Additionally, the Tiger Fund owns
greater than 23% of our outstanding common shares. 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.

Our limited prior public market and restrictions on the free sale or
transferability of our stock may adversely effect our stock's value and
liquidity.

There is presently only a limited public market for our common stock and there
can be no assurance that an active market will develop. The prices at which the
shares trade are and will continue to be determined by the market place, and
could be subject to significant fluctuations in response to many factors,
including, among others, variations in our quarterly operating results, changing
conditions in the industries in which we participate or in the economy
generally, 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 our common stock. In the event of declining stock
values and diminished liquidity, shareholders could lose the amount of their
entire investment.

The issuance of shares through our stock compensation and incentive plans may
dilute the value of existing shareholders.

We anticipate using our existing or future-adopted stock options and other
securities-based incentives, to provide motivation and compensation to our
officers, employees and key independent consultants. The award of any such
incentives (and, in the case of incentive stock options, the exercise of any
such options) will result in an immediate and potentially substantial dilution
to our existing shareholders and could result in a decline in the value of our
stock price.

We do not intend to declare any dividends on our stock for the foreseeable
future, if at all.

We do not intend to declare dividends. The payment of future dividends on our
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. Our shareholders 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, if any, for the development and growth of
our business, and do not anticipate paying any cash dividends to our
shareholders in the foreseeable future.

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Our publicly-traded stock is subject to significant restrictions and limitations
imposed by the SEC and self-regulatory organizations involving the purchase and
sale of penny stocks.

Our Stock is subject to the Penny Stock Rules. Investors in our stock risk
having less liquidity than they may have if they invested in a stock not subject
to the Penny Stock Rules. Pursuant to the Securities Exchange Act of 1934, our
common stock is classified as a penny stock, which means that, among other
things, 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 brokers or dealers engaged in the purchase and sale of penny
           stocks must have approved a prospective customer's account for
           transactions in penny stocks in accordance with specific procedures
           adopted by the SEC, 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 penny stock 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.

Item 2.  Description of Property.

         As of December 31, 2003 we did not own nor lease any property. We
shared office space with the Tiger Fund. With the acquisition of Adsouth
Florida, we have moved our executive office to 299 W. Camino Gardens Drive,
Suite 200, Boca Raton, Florida, where we lease approximately 1,000 square feet
of office space.

Item 3.  Legal Proceedings.

         We are not aware of any material pending or threatened litigation
involving our company or Adsouth-Florida.

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

         No items were submitted to a vote of security holders during the fourth
quarter of 2003.

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PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         Our common stock has been trading since April 29, 2002 on the
over-the-counter market and quoted on the NASD OTC Bulletin Board. For the
period from April 29, 2002 through January 13, 2004 our trading symbol was
"ZNTH" and, starting on January 14, 2004 we began trading under the symbol
"ADPR".

         The table below sets forth, for the periods indicated, the high and low
bid prices of our common stock for the periods indicated, as quoted by the OTC
Bulletin Board Research Service. Such quotations reflect inter-dealer prices,
without retail markup, markdown or commission, and may not represent actual
transactions.

Quarter Ended                                    High Bid     Low Bid
-------------                                  ------------ -----------
June 30, 2002                                      $0.000     $0.0000
September 30, 2002                                 $0.000     $0.0000
December 31, 2002                                  $0.001     $0.0001
March 31, 2003                                     $0.001     $0.0001
June 30, 2003                                      $3.000     $0.0001
September 30, 2003                                 $1.850     $0.3000
December 31, 2003                                  $0.500     $0.1500

         As of December 31, 2003 the number of shareholders of record holding
our common stock was 381.

         We have not paid dividends on our common stock. We plan to retain
future earnings, if any, for use in our business and, accordingly, we do not
anticipate paying dividends on our common stock in the foreseeable future.
Payment of dividends is within the discretion of our Board of Directors and will
depend, among other factors, upon our earnings, financial condition, and capital
requirements.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

Plan of Operation

         Since December 20, 2002 through the end of 2003 we were exploring
opportunities to merge with a viable, revenue generating and potentially
profitable private operating company. During such time, we generated no revenues
and relied on the financial support of the Tiger Fund, Inc. (the "Tiger Fund"),
which arranged for payment on our behalf of $14,846 of legal fees, $7,626 of
auditing fees, and provided us with office space valued at $7,200. In addition,
Tiger Fund arranged for payment on our behalf of $11,000 in amounts we owed to
Prime Companies, Inc., who was our parent company until December 20, 2002. As of
December 31, 2003, the Tiger Fund agreed to contribute all such amounts to our
paid-in capital.

         On April 25, 2003, we compensated a management consultant by granting
him an option for 4,000,000 shares of our common stock which he exercised on
July 2, 2003. The value of the option granted to the consultant was $40,000
which was expensed during 2003 as a non cash expense. On May 9, 2003, by
resolution of our Board of Directors we recapitalized our equity by issuing to
the Tiger Fund, in exchange for a promissory note in the principal amount of
$19,477, 19,476,681 shares of our common stock. Our issuance of the 19,476,681
shares of common stock to the Tiger Fund represented a 67.87% increase in our
total capitalization. In order to provide for an equivalent increase in the
shares covered by our 2003 Stock Incentive Plan, our Board of Directors
authorized additional shares of stock to be available under our 2003 Stock
Incentive Plan. Specifically, it authorized that the percentage of total shares
reserved for issuance under the 2003 Stock Incentive Plan be increased by an
equivalent amount (67.87%), bringing the total amount of shares available under
the 2003 Stock Incentive Plan to 13,099,220. On December 22, 2003 we issued to
Strategy Partners, LLC 5,217,000 shares of our common stock valued at $783,000
for payment of twelve months of management consulting services. The value of the
common stock issued to Strategy Partners will be expensed ratably in 2004. These
stock grant awards were issued pursuant to our 2003 Stock Incentive Plan, a copy
of which was filed with the SEC on June 23, 2003 on Form 8-K.

                                       10

<PAGE>

         In 2003, we pursued the acquisition of NavLynx Technologies, Inc.
("NavLynx"), a Canadian company engaged in the marketing and sale of satellite
imagery, wireless communications and fleet management in the automobile sector.
We signed a Letter of Intent, which we reported on and filed with the SEC on
Form 8-K on June 25, 2003. Under the terms of that letter, the closing of the
acquisition was dependent upon the receipt of formal board and shareholder
approval from NavLynx, and board approval by our Board of Directors, as well as
the completion of a comprehensive due diligence investigation into NavLynx to
our satisfaction. Subsequent to that event, we spent approximately six months
working with NavLynx to meet the requirements of these closing conditions. On
September 19, 2003, NavLynx requested (and Zenith agreed) to extend the
termination date for the Letter of Intent from October 1, 2003 to December 1,
2003, due to "unforeseen and unavoidable delays", which involved both tax issues
impacting NavLynx' Canadian shareholders and our failure to receive certain due
diligence materials which we requested from NavLynx. Ultimately, our Board of
Directors determined in late December 2003 that the proposed transaction could
most likely not be consummated in the contemplated timeframe, if at all, and
that the final requested due diligence items would not be forthcoming. At the
same time, NavLynx published a press release indicating that the Letter of
Intent was terminated because "certain requirements material to closure of the
merger by the targeted deadline of January 31, 2004 have not been delivered."
Our Board of Directors then determined that rather than spend more time and
resources on a transaction with NavLynx, it would instead concentrate on
finalizing one of the other potential acquisitions it had under review.

         On January 4, 2004, the Tiger Fund, our then controlling shareholder,
implemented our merger strategy when it completed a share exchange transaction
with Adsouth Florida, a Boca Raton, Florida-based direct response and marketing
company ("Adsouth Florida"). As a result of the share exchange transaction,
beginning with the quarter ending March 31, 2004 (and for all reporting periods
thereafter) our operating activities, including the prior period comparatives,
will include only those of Adsouth Florida. Because the reverse acquisition
occurred subsequent to December 31, 2003, the historical financial statements
for the years ending December 31, 2003 and 2002 will not include the operations
of Adsouth Florida. This annual report does include, as exhibits, the separate
financial statements of Adsouth Florida and pro forma financial statements that
present the results of operations as if the acquisition of Adsouth Florida had
occurred on July 8, 2003, the date of inception of Adsouth Florida.

         Our future sources of revenue will be generated from the fees earned on
the placement of advertising, fees earned on the production of advertising, fees
earned for creative advertising services and public relations consulting and
profits from the direct marketing and sale of products which we acquire the
rights to. Additionally, as a part of the share exchange agreement to acquire
Adsouth Florida, the Tiger Fund has agreed to provide us with working capital of
up to $1 million during 2004, of which $260,000 has already been received as of
the date of this Annual Report. For the $1,000,000 funding, the Tiger Fund will
receive a warrant to purchase 2,000,000 shares of our common stock for $1 per
share.

         In pursuing the growth of our advertising, direct marketing and sales
business, we have entered into certain contracts for the provision of services
and the acquisition of product lines which are expected to generate revenues for
our Company in the first quarter of 2004. To such end, we have:

     *     entered into an agreement with HealthPlus Benefits LLC in connection
           with our assisting that company with the rollout of a national media
           campaign for its discount medical card (while there can be no
           assurance that this will come to pass, HealthPlus Benefits LLC has
           agreed to provide us with $250,000 in the first quarter of 2004 if we
           can cause its advertisement to be aired on the Lifetime cable
           network, and has provided us with a further letter, dated January 7,
           2004, indicating its intention to spend up to $9,600,000 in
           advertising expenses and designating us to handle "all initial
           creative and design work for our direct marketing campaign as well as
           media placement for up to 1 year beginning March 1, 2004."

     *     entered into, on January 21, 2004 and as amended thereafter, a letter
           of intent to acquire the DermaFreshTM product line from Think-Tek,
           Inc. (while there can be no assurance, management expects this
           acquisition to close within the first quarter of 2004);

     *     undertaken, by letter agreement dated January 30, 2004, the
           representation of actor Dennis Cole to provide certain on-air talent
           services to its client, HealthPlus Benefits LLC, and subsequently
           entered

                                       11

<PAGE>

           into a letter of intent with Dennis Cole contemplating a co-marketing
           agreement for the possible production of a music CD to be sold using
           a direct marketing campaign;

     *     signed an Advertising Agency Agreement with Guys Gone Wild, Inc.
           ("GGW"), dated February 10, 2004, for us to serve as GGW's exclusive
           advertising agency in the United States for the 36-month period from
           the date of the agreement, with respect to a DVD product produced by
           GGW and any ancillary products which may be developed for
           merchandising in connection with such DVD; and

     *     entered into an Advertising Agency Services and Media Time Buying
           Agreement with GameZnFlix, Inc. ("GZFX"), dated February 25, 2004, to
           serve as that client's exclusive agent for negotiating media
           purchases and buying advertising time.

The agreements and letters of intent described above are not intended to
describe the entire business conducted by us, nor can there be any assurance
that these agreements will actually result in any specific amount of revenue for
our company, nor that the letters of intent will result in definitive
agreements. However, they are instrumental in providing investors with an
understanding of the type of business which we currently are pursuing, and have
been factored into the financial projections which are appended to this Annual
Report. Prospective investors in our stock are cautioned to read the several
Risk Factors described elsewhere in this document and in the other SEC filings
which are referenced in and incorporated into this Annual Report.

Critical Accounting Policies

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make assumptions, estimates and judgments that affect the amounts reported in
the financial statements, including the notes thereto, and related disclosures
of commitments and contingencies, if any. We consider our critical accounting
policies to be those that are complex and those that require significant
judgments and estimates in the preparation of our financial statements,
including the following: recognition of revenues, including pass through costs;
the accounting for business combinations, accounting for expenses in connection
with the issuance of stock options; and, accounting for income taxes. Management
relies on historical experience and on other assumptions believed to be
reasonable under the circumstances in making its judgment and estimates. Actual
results could differ materially from those estimates. There have been no
significant changes in the assumptions, estimates and judgments in the
preparation of these financial statements from the assumptions, estimates and
judgments used in the preparation of our prior years audited financial
statements.

Item 7.  Financial Statements.

         The Company's financial statements are attached as Exhibit 99.1 to this
Annual Report on Form 10-KSB.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         Effective for our fiscal year commencing January 1, 2004, we have
changed our independent auditors from Stonefield Josephson, Inc. (the "Former
Accountant") to Marcum & Kliegman LLP (the "New Accountant").

         Our Former Accountant was dismissed on February 9, 2004. The report of
the Former Accountant for our balance sheet as of December 31, 2002, and the
related statements of operations, stockholders' deficit, and cash flows for each
of the two years in the period ended December 31, 2002, did not contain an
adverse opinion or a disclaimer of an opinion, nor was it modified as to audit
scope or accounting principles. The opinion was, however, qualified by the
assumption that we will continue as a going concern on the basis that we: (1)
incurred net losses from operations, (2) had negative cash flows from
operations, and (3) had a net capital deficiency. The opinion of the Former
Accountant as of December 31, 2002 states that these conditions raise
substantial doubt about our ability to continue as a going concern.

         The decision to change accountants was approved by our Board of
Directors. We do not have a separate audit committee of our Board.

                                       12

<PAGE>

         During each of the two years during the period ended December 31, 2002,
and throughout the subsequent interim period since December 31, 2002, there were
no disagreements with the Former Accountant on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. None of the events described in Item 304 (a)(i)(v) of Regulation S-B
promulgated under the Securities Act of 1933, as amended, occurred during the
Company's two most recent fiscal years or during the subsequent interim period
since December 31, 2002 through the date of this Report.

         The New Accountant was engaged by letter dated January 30, 2004 to
audit our Company's financial statements for the fiscal year ended December 31,
2003, and the change of auditors became effective as of February 9, 2004.

Item 8A.  Controls and Procedures

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
we carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures as of December 31, 2003. This
evaluation was carried out under the supervision and with the participation of
our company's management, including our company's Chief Executive Officer who
also acted as our company's Chief Accounting Officer at that time. Based upon
that evaluation, our company's Chief Executive Officer/Chief Accounting Officer
concluded that our company's disclosure controls and procedures are effective.
There have been no significant changes in our company's internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date we carried out our evaluation.

         Disclosure controls and procedures and other procedures are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time period specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management including our
Chief Executive Officer/Chief Accounting Officer as appropriate, to allow timely
decisions regarding required disclosure.

                                       13

<PAGE>

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(A) of the Exchange Act

         The following table sets forth certain information with respect to our
executive officers and directors as of March 8, 2004.

     Name                  Age                  Position
--------------           -------     ----------------------------
  John P. Acunto, Jr.       32       Chief Executive Officer, Chairman, Director
  Gary J. Hohman            52       President
  Angela E. Acunto          38       Executive Vice President

         John P. Acunto has served as our Chief Executive Officer, Chairman of
the Board and Director since January 4, 2004, the date on which we acquired
Adsouth-Florida. Beginning in January 2003, Mr. Acunto founded and developed
Adsouth-Florida, a Boca Raton, Florida-based direct response marketing and
advertising services firm. Prior to that, since 1992, Mr. Acunto served as an
independent marketing consultant, advising clients on a wide variety of subjects
including, without limitation, direct marketing, media buying, media placement
and related activities, under the trade name The Business Planning Company.

         Gary J. Hohman has served as our President since January 4, 2004, the
date on which we acquired Adsouth, Inc. From 2000 until joining as President of
Adsouth, Inc. in 2003, Mr. Hohman served as the President of Distribution and
Licensing for The Outernet, Minneapolis, MN. From 1996 through 2000, Mr. Hohman
served as Executive Vice President for Reliance Training Network, in Pittsburgh,
PA

         Angela E. Acunto has served as our Executive Vice President since
January 4, 2004, the date on which we acquired Adsouth Florida. For more than
five years prior to that, she has been a sole proprietor providing personal
training, fitness and wellness consulting to private clients in South Florida.

Item 10. Executive Compensation.

         During 2003 and 2002 our officers received no compensation and as of
December 31, 2003 there were no employment agreements, compensatory plans or
arrangements.

         Our directors received no compensation or reimbursement for
out-of-pocket expenses.

                                       14

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners

         The following table sets forth certain information for any person or
group who is known to us to be the beneficial owner of more than five percent of
our common stock as of March 8, 2004.

<TABLE>
<CAPTION>

<S>                             <C>                           <C>                           <C>
------------------------------- ----------------------------- ----------------------------- -----------------------------
             (1)                            (2)                           (3)                           (4)
                                Name and Address of               Amount and Nature of
Title of Class                  Beneficial Owner                    Beneficial Owner              Percent of Class
------------------------------- ----------------------------- ----------------------------- -----------------------------
Common                          John P. Acunto                        14,000,000(1)                      26.84%
                                299 West Camino Gardens
                                Suite 200
                                Boca Raton, FL 33432

Common                          Angela E. Acunto                      14,000,000(1)                      26.84%
                                299 West Camino Gardens
                                Suite 200
                                Boca Raton, FL 33432

Common                          Tiger Fund                            12,084,098                         23.16%
                                2600 Michelson Drive
                                17th Floor
                                Irvine, CA 92612

</TABLE>

         The following table sets forth certain information for each executive,
each director and all executives and directors as a group as of March 8, 2004

<TABLE>
<CAPTION>

<S>                             <C>                           <C>                           <C>
------------------------------- ----------------------------- ----------------------------- -----------------------------
             (1)                            (2)                           (3)                           (4)
                                Name and Address of               Amount and Nature of
Title of Class                  Beneficial Owner                    Beneficial Owner              Percent of Class
------------------------------- ----------------------------- ----------------------------- -----------------------------
Common                          John P. Acunto                        14,000,000(1)                      26.84%
                                Officer, Director
                                299 West Camino Gardens
                                Suite 200
                                Boca Raton, FL 33432

Common                          Angela E. Acunto                      14,000,000(1)                      26.84%
                                Officer
                                299 West Camino Gardens
                                Suite 200
                                Boca Raton, FL 33432

Common                          Gary J. Hohman                                 -                             -%
                                Officer
                                299 West Camino Gardens
                                Suite 200
                                Boca Raton, FL 33432

Common                          All Officers and Directors            28,000,000                         53.67%

</TABLE>

(1) John P. Acunto and Angela E. Acunto are husband and wife and, pursuant to
Rule 13d-3, each of them may be deemed to have beneficial ownership of the
amount of shares reflected as owned by the other in the table above.

                                       15

<PAGE>

Item 12. Certain Relationships and Related Transactions

         On May 9, 2003, our Board of Directors authorized Tiger Fund's purchase
of an additional 19,476,781 shares of Common Stock upon their issuance of a
$19,477 promissory note to us. The note accrues interest annually at a rate
equal to the 90 day treasury rate published in the Wall Street Journal on
January 1st of each year, an effective rate of 1% at December 31, 2003, with all
principal and interest due in forty-eight (48) months. We have recorded $139 of
interest income for 2003.

         During 2003, the Tiger Fund arranged for payment on our behalf $14,846
of legal fees, $7,626 of auditing fees, and provided us with office space valued
at $7,200. In addition, it arranged for repayment on our behalf of $11,000 in
amounts we owed to Prime Companies, Inc., who was our parent company until
December 20, 2002. As of December 31, 2003, the Tiger Fund agreed to contribute
all such amounts to our paid-in capital.

         On December 22, 2003, we entered into a management consulting agreement
with Strategy Partners, LLC. We believe that the personnel at Strategy Partners,
LLC have significant expertise in the field of rendering advice to business
corporations including (i) assistance in the implementation of strategic growth;
(ii) corporate strategy; (iii) budgeting of future corporate investments; (iv)
acquisition and divestiture decisions; (v) federal and state securities law
disclosure compliance; and (vi) debt and equity financings. The management
consulting agreement has an initial term of six months and automatically renews
for an additional six months unless cancelled within 60 days prior the end of
the initial six month term.

         Under the terms of our management consulting agreement with Strategy
Partners, we were obligated to issue 5,217,000 shares of our common stock,
valued at $783,000, to Strategy Partners as payment for the first twelve months
of management services. The right to receive these shares was ultimately
assigned to Omar Rizvi, Strategy Partner's managing member. The $783,000 will be
ratably expensed in 2004. Under our agreement, if Strategy Partners is able to
assist us in the closing of any financing, sale of assets, merger, acquisition
or combination, we have agreed to issue to it a warrant to purchase an
additional 2,500,000 shares of our common stock for $.25 per share, and to pay
it a percentage of the gross value of the proceeds received by us equal to 5% of
the first $1,000,000 of gross proceeds, plus 4% of gross proceeds between
$1,000,001 and $2,000,000, plus 3% of gross proceeds between 2,000,001 and
$3,000,000, plus 2% of any gross proceeds greater than $3,000,000. The Company
may have to record additional stock based compensation expense related to the
warrant, if it is issued, based on, among other factors, the price of the
Company's common stock at the time that the warrant is issued.

Item 13. Exhibits and Reports on Form 8-K.

(a) Exhibits - See Exhibit Index immediately following the signature page for
the Exhibits filed as part of or incorporated by reference into this Report.

(b) Reports on Form 8-K - No reports on Form 8-K were filed during the fourth
quarter of 2003.

                                       16

<PAGE>

Item 14. Principal Accountants Fees and Services.

         As disclosed in "PART II, Item 8, Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure," commencing January 1, 2004,
we have changed our independent auditors from Stonefield Josephson, Inc. to
Marcum & Kliegman LLP. During our two most recent fiscal years and subsequent
interim periods, there have occurred none of the "reportable events" listed in
Item 304(a)(1)(iv)(A-D) of Regulation S-B.

         During 2003 and 2002, we paid the following fees to Stonefield
Josephson, Inc.:

                                                   2003             2002
-------------------------------------------- ---------------- -----------------
Audit Fees                                        $6,269             $911
Tax Fees                                           1,583                -
Other Fees                                             -                -
-------------------------------------------- ---------------- -----------------
                                                  $7,852             $911
-------------------------------------------- ---------------- -----------------

         We do not have an audit committee. Our Board of Directors approves the
engagement of an accountant to render all audit and non-audit services prior to
the engagement of the accountant based upon a proposal by the accountant of
estimated fees and scope of the engagement. Our Board of Director's has received
the written disclosure and the letter from Marcum & Kliegman LLP required by
Independence Standards Board Standard No. 1, as currently in effect, and has
discussed with Marcum & Kliegman LLP their independence.

                                       17

<PAGE>

                                   SIGNATURES

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

                                            ADSOUTH PARTNERS, INC.

                                            /s/ JOHN P. ACUNTO
                                            ------------------
                                     By     John P. Acunto
                                            Chief Executive Officer, Director

                                     Date:  March 12, 2004

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

                                            /s/ JOHN P. ACUNTO
                                            ------------------
                                     By     John P. Acunto
                                            Chief Executive Officer, Director

                                     Date:  March 12, 2004


                                            /s/ ANGELA E. ACUNTO
                                            --------------------
                                     By     Angela E. Acunto
                                            Officer

                                     Date:  March 12, 2004


                                            /s/ GARY J. HOHMAN
                                            ------------------
                                     By     Gary J. Hohman
                                            President

                                     Date:  March 12, 2004




                                       18

<PAGE>

Adsouth Partners, Inc.
Index to Exhibits

Exhibit

Number       Exhibit Description

------------ -------------------------------------------------------------------
(1)          Share Exchange Agreement Between The Tiger Fund, Inc., Zenith
             Technology, Inc., John Acunto and Angela Acunto, dated
             January 4, 2004.
(3) (i)      Articles of Incorporation
(3) (ii)     By-laws
(21)         Subsidiaries of the Registrant

(10)         Management Consulting Agreement with Strategy Partners, LLC- Filed
             as an exhibit to the Company's Registration Statement on Form S-8
             (File No. 333-112896) and incorporated herein by reference
31.1)        Certification of Chief Executive Officer pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002
31.2)        Certification of Chief Accounting Officer pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002
(32.1)       Certification of Chief Executive Officer pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002
(32.2)       Certification of Chief Accounting Officer pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002
(99.1)       Financial Statements of Adsouth Partners, Inc.
(99.2)       Financial Statements of Adsouth Florida
(99.3)       Pro Forma Combined Financial Statements of Adsouth Partners, Inc.
             (the Registrant) and Adsouth Florida



                                       19

<PAGE>

EXHIBIT (1)

                            SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (the "Agreement") is made effective as of January
4, 2004, by and between The Tiger Fund, Inc., a Maryland corporation, with its
principle offices at 2600 Michelson Drive, 17th Floor, Irvine, California 92612,
("Tiger"), Zenith Technology, Inc, a Nevada corporation, with its principal
offices at 2600 Michelson Drive, 17th Floor, Irvine, California 92612 (referred
to herein as "Zenith" or "Buyer"), and John Acunto and Angela Acunto (referred
to collectively herein as "Seller"), adult individuals residing in Palm Beach
County, Florida and together the owners of 100% of the issued and outstanding
capital stock of Adsouth, Inc., a Florida corporation, ("Adsouth"), with offices
located at 299 West Camino Gardens Drive, Suite 200 Boca Raton, Florida 33432
(Tiger, Buyer and Seller hereinafter collectively referred to as the "Parties").

RECITALS

Seller desires to sell, and Buyer desires to acquire and own, 10,000 shares of
common stock (the "Acquired Company Shares") of Adsouth, which constitutes
100.0% of the total issued and outstanding shares of capital stock of Adsouth
for the consideration and on the terms set forth below in this Agreement. As
full consideration for receiving the Acquired Company Shares from Seller, Tiger
irrevocably agrees to sell, and Seller desires to accept from Tiger, 28,000,000
shares of common stock of Buyer, which constitutes 53.67% of the total issued
and outstanding shares of capital stock of Buyer.

Tiger, a closed end management investment company which is in the business of
providing growth capital and managerial assistance to its portfolio companies
and currently owns 41,501,098 shares of Zenith ("Zenith Ownership"), a portfolio
company of Tiger, where such Zenith Ownership constitutes 79.55% of the total
issued and outstanding common stock of Zenith, wishes to effectuate the
transaction between Buyer and Seller by issuing 28,000,000 shares of Zenith from
its Zenith Ownership to Seller. Tiger further has entered into or will have
entered into a separate investment agreement with the Acquired Company at the
Closing of this transaction, pursuant to which (subject to the mutual agreement
of the Parties) it will invest up to one million dollars ($1,000,000) over the
next 12 months in exchange for its receipt of additional equity of the Acquired
Company.

The Parties intend that the exchange of shares as contemplated by this Agreement
shall be accomplished without registration under the Securities Act of 1933, as
amended (the "Securities Act"), and without registration or qualification under
the securities laws of any state or other jurisdiction in reliance on exemptions
from the registration requirements of the Securities Act, including without
limitation to Section 4(2) of the Securities Act, provided, however, that except
as expressly otherwise provided in this Agreement, nothing in this Agreement
shall act or be construed as a limitation on the Buyer's right to sell any of
the securities to be acquired pursuant to this Agreement.


                              EXHIBIT (1) - Page 1
<PAGE>

         THEREFORE, in consideration of the mutual promises and covenants set
forth below and for other good and valuable consideration, the receipt and
sufficiency of which the Parties acknowledge by their signatures below, the
Parties, intending to be legally bound, hereby agree as follows:

                                    AGREEMENT

         1.1 DEFINITIONS - For purposes of this Agreement, the following terms
have the meanings specified or referred to in this Section 1:

"Acquired Company"--Adsouth, and any and all other financial interests of or
relating to Adsouth conducted and owned under the name of Adsouth.

"Acquired Company Shares"--Ten Thousand (10,000) shares of Adsouth, Inc., which,
following the Closing as set forth herein, will represent 100% of the total
issued and outstanding capital stock of Adsouth, Inc.

"Applicable Contract"--any Contract (a) under which the Acquired Company has any
rights, (b) under which the Acquired Company is or may become subject to any
obligation or liability, or (c) by which the Acquired Company or any of the
assets or properties owned or used by it is or may become bound.

"Best Efforts"--the efforts that a commercially prudent Person desirous of
achieving a result would use in similar circumstances to ensure that such result
is achieved as expeditiously as possible provided, however, that an obligation
to use Best Efforts under this Agreement does not require the Person subject to
that obligation to take actions that would result in a Materially adverse change
in the benefits to such Person of this Agreement and the Contemplated
Transactions.

"Breach"--a "Breach" of a representation, warranty, covenant, obligation, or
other provision of this Agreement or any instrument delivered pursuant to this
Agreement will be deemed to have occurred if there is or has been any Material
inaccuracy in or Material breach of, or any Material failure to perform or
comply with, such representation, warranty, covenant, obligation, or other
provision and the defaulting Party shall have failed to cure (or obtan the
written waiver of the non-defaulting Party of) such Breach within seven calendar
days of receipt of written notice of such Breach from the non-defaulting Party.

"Buyer"--as defined in the first paragraph of this Agreement.

"Closing"--as defined in Section 2.2 hereof.

"Closing Date"--the date and time as of which the Closing actually takes place.

"Company"--Acquired Company.


                              EXHIBIT (1) - Page 2

<PAGE>

"Consent"--any approval, consent, ratification, waiver, or other authorization
(including any Governmental Authorization).

"Contemplated Transactions"--all of the transactions contemplated by this
Agreement, including but not limited to:

              (a) the transfer of the Acquired Company Shares by Seller to
                  Buyer;

              (b) the transfer by Tiger to the Seller of 28,000,000 shares of
                  common stock of the Buyer;

"Contract"--any agreement, contract, obligation, promise, arrangement,
understanding or undertaking (whether the same may be written or oral,
contingent or absolute, and express or implied) that is legally binding.

"Damages"--as defined in Section 10.2.

"Encumbrance"--any charge, claim, community property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
refusal, restriction or encumbrance of any kind, including any restriction or
limitation on use, voting, transfer, receipt of income, or exercise of any other
attribute of ownership.

"Facilities"--any real property, leaseholds, or other interests currently or
formerly owned or operated by the Acquired Company and any buildings, plants,
structures, fixtures, or equipment (including motor vehicles, tank cars, and
rolling stock) currently or formerly owned or operated by the Acquired Company.

"GAAP"--generally accepted United States accounting principles, applied on a
basis consistent with the basis on which the Balance Sheet and the other
financial statements referred to in Section 3.4(b) were prepared.

"Governmental Authorization"--any approval, consent, license, permit, waiver, or
other authorization issued, granted, given, or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Legal
Requirement.

"Governmental Body"--any:

         (a) nation, state, county, city, town, village, district, or other
jurisdiction of any nature;

         (b) any federal, state, local, municipal, or foreign government, and
any agency or instrumentality thereof;

         (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal); and/or


                              EXHIBIT (1) - Page 3
<PAGE>

         (d) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or
power of any nature.

"IRC"--the Internal Revenue Code of 1986 or any successor law, and regulations
issued by the IRS pursuant to the Internal Revenue Code or any successor law.

"Knowledge"--an individual will be deemed to have "Knowledge" of a particular
fact or other matter if:

         (a) such individual is actually aware of such fact or other matter;

         (b) such individual has in his or her possession or custody, any
document, instrument, file, record, computer medium or other item which, if
reviewed by such individual would provide such individual with actual awareness
of such fact or other matter; or

         (c) a prudent individual could be expected to discover or otherwise
become aware of such fact or other matter in the course of conducting a
reasonably comprehensive investigation concerning the existence of such fact or
other matter.

A Person (other than an individual) will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is serving, or who has at
any time served, as a director, officer, shareholder, employee, partner,
executor, or trustee of such Person (or in any similar capacity) has, or at any
time had, Knowledge of such fact or other matter.

"Legal Requirement"-- any requirement of a Governmental Body as set forth in or
decreed pursuant to any administrative order, constitution, law, ordinance,
principle of common law, regulation, statute, or treaty implementing or
subsequently modifying any such requirement.

"Material"--a fact, occurrence or circumstance shall be deemed "Material" as to
any matter if it has a significant or substantial impact on the determination of
such matter.

"Ordinary Course of Business"--an action taken by a Person will be deemed to
have been taken in the "Ordinary Course of Business" only if:

(a) such action is consistent with the past practices of such Person and is
taken in the ordinary course of the normal day-to-day operations of such Person;

(b) such action is not required to be authorized by the board of directors of
such Person (or by any Person or group of Persons exercising similar authority)
and is not required to be specifically authorized by the shareholders of such
Person; and

(c) such action is similar in nature and magnitude to actions customarily taken,
without any authorization by the board of directors (or by any Person or group
of Persons exercising similar authority), in the ordinary course of the normal
day-to-day operations of other Persons that are in the same line of business as
such Person.


                              EXHIBIT (1) - Page 4
<PAGE>

"Order"--any award, decision, injunction, judgment, order, ruling, subpoena, or
verdict entered, issued, made, or rendered by any court, administrative agency,
or other Governmental Body or by any arbitrator.

"Organizational Documents"--(a) the articles or certificate of incorporation and
the bylaws of a corporation; (b) the partnership agreement and any statement of
partnership of a general partnership; (c) the limited partnership agreement and
the certificate of limited partnership of a limited partnership; (d) any charter
or similar document adopted or filed in connection with the creation, formation,
or organization of a Person; and (e) any amendment to any of the foregoing.

"Person"--any individual, corporation (including any non-profit corporation),
general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization, labor union, or other entity or
Governmental Body.

"Proceeding"--any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative, or
informal) commenced, brought, conducted, or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.

"Related Person"--with respect to a particular individual means:

         (a) each other member of such individual's Family;

         (b) any Person in which such individual or members of such individual's
Family hold (individually or in the aggregate) a Material Interest, and

         (c) any Person with respect to which such individual or one or more
members of such individual's Family serves as a director, officer, partner,
executor, or trustee (or in a similar capacity); and

             with respect to a specified Person other than an individual:

         (a) any Person that directly or indirectly controls, is directly or
indirectly controlled by, or is directly or indirectly under common control with
such specified Person;

         (b) any Person that holds a Material Interest in such specified Person;

         (c) each Person that serves as a director, officer, partner, executor,
or trustee of such specified Person (or in a similar capacity);

         (d) any Person in which such specified Person holds a Material
Interest;

         (e) any Person with respect to which such specified Person serves as a
general partner or a trustee (or in a similar capacity); and

         (f) any Related Person of any individual described in clause (b) or
(c).

For purposes of this definition, the "Family" of an individual includes:

                (i) the individual;


                              EXHIBIT (1) - Page 5
<PAGE>

                (ii)     the individual's spouse

                (iii)    any other natural person who is related to the
individual or the individual's spouse within the second degree;  and

                (iv)     any other natural person who resides with such
individual; and

"Material Interest" means direct or indirect beneficial ownership (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or
other voting interests representing at least 10% of the outstanding voting power
of a Person or equity securities or other equity interests representing at least
10% of the outstanding equity securities or equity interests in a Person.

"Representative"--with respect to a particular Person, any director, officer,
employee, agent, consultant, advisor, or other representative of such Person,
including legal counsel, accountants, and financial advisors.

"Securities Act"--the Securities Act of 1933 or any successor law, and
regulations and rules issued pursuant to that Act or any successor law.

"Seller"--as defined in the first paragraph of this Agreement.

"Shares"--as defined in the Recitals of this Agreement.

"Tax Return"--any return (including any information return), report, statement,
schedule, notice, form, or other document or information filed with or submitted
to, or required to be filed with or submitted to, any Governmental Body in
connection with the determination, assessment, collection, or payment of any Tax
or in connection with the administration, implementation, or enforcement of or
compliance with any Legal Requirement relating to any Tax.

"Threatened"--a claim, Proceeding, dispute, action, or other matter will be
deemed to have been "Threatened" if any demand or statement has been made
(orally or in writing) or any notice has been given (orally or in writing), or
if any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

2.       SHARE EXCHANGE; CLOSING.

         2.1 SHARE EXCHANGE By their execution of this Agreement, Buyer hereby
irrevocably agrees to accept and hold ten thousand (10,000) shares of Adsouth,
Inc. owned by Seller, in full consideration for which Tiger hereby irrevocably
agrees to sell, transfer and convey to Seller twenty eight million (28,000,000)
shares of common stock of Zenith Technology, Inc., subject to and in accordance
with the terms and conditions herein contained. Such Acquired Company Shares,
once delivered to Buyer as set forth herein, shall be validly issued, fully paid
and non-assessable, and free and clear of any Encumbrance of any kind or nature.

         2.2 CLOSING - the Parties agree that the Closing shall take place on or
about January 4, 2004, at the offices of Seller at 299 West Camino Gardens
Drive, Suite 200, Boca Raton, Florida


                              EXHIBIT (1) - Page 6
<PAGE>

33432 at 4:00 p.m. Eastern Standard Time, or at such other time or place as the
Parties may mutually agree. Subject to the provisions of Section 9 below, the
failure to consummate the share exchange provided for in this Agreement on the
date and at the time determined above will not result in the termination of this
Agreement and will not relieve any Party(ies) of any obligation(s) under this
Agreement.

         2.3 CLOSING OBLIGATIONS - At the Closing:

              (a) Seller shall deliver to Buyer a stock certificate or
certificates, endorsed in favor of Buyer or Buyer's designee(s), evidencing its
ownership of 10,000 validly-issued Acquired Company Shares; and

              (b) Tiger shall deliver to Seller a stock certificate or
certificates endorsed in favor of Seller or Seller's designee(s), evidencing
their ownership of an aggregate of 28,000,000 shares of the restricted common
stock of Buyer; and

              (c) Buyer shall deliver to Seller a resolution of the Board of
Directors of Buyer authorizing the nomination of John Acunto as Chairman of the
Board and CEO of Buyer.

3.       REPRESENTATIONS AND WARRANTIES OF SELLER - Seller represents and
warrants  to Buyer and Tiger,  to the best of  Seller's Knowledge, as follows:

         3.1 ORGANIZATION AND GOOD STANDING

              (a) The Acquired Company is a corporation duly organized, validly
existing, and in good standing under the laws of Florida, with full corporate
power and authority to conduct its business as it is now being conducted in the
State of Florida, to own or use the properties and assets that it purports to
own or use, and to perform all its obligations under Applicable Contracts.

              (b) Seller has delivered to Buyer copies of the Organizational
Documents of the Acquired Company, as currently in effect, and such other
documents or instruments pertaining to the formation and capitalization of the
Company as the Buyer shall have requested prior to the Closing.

         3.2 AUTHORITY; NO CONFLICT

              (a) Upon the execution and delivery by Seller of the Certificates
representing the Acquired Company Shares and an original executed copy of this
Agreement, (collectively, the "Seller's Closing Documents"), the Seller's
Closing Documents will constitute the legal, valid, and binding obligations of
Seller, enforceable against Seller in accordance with their respective terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors rights generally, (ii) as limited by


                              EXHIBIT (1) - Page 7
<PAGE>

laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (iii) to the extent the indemnification provisions
contained in the ancillary agreements related to this Agreement may be limited
by applicable federal or state securities laws. Seller has the absolute and
unrestricted right, power, authority, and capacity to execute and deliver this
Agreement and the Seller's Closing Documents and to perform its obligations
under this Agreement and the Seller's Closing Documents.

              (b) Neither the execution and delivery of this Agreement nor the
consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time):

                   (i) contravene, conflict with, or result in a violation of
(A) any provision of the Organizational Documents of the Acquired Company, or
(B) any resolution adopted by the board of directors or the stockholders of the
Acquired Company;

                   (ii) to the Knowledge of the Seller, contravene, conflict
with, or result in a violation of, or give any Governmental Body or other Person
the right to challenge any of the Contemplated Transactions or to exercise any
remedy or obtain any relief under, any Legal Requirement or any Order to which
the Acquired Company or Seller, or any of the assets owned or used by the
Acquired Company, may be subject;

                   (iii) to the Knowledge of the Seller, contravene, conflict
with, or result in a violation of any of the terms or requirements of, or give
any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate,
or modify, any Governmental Authorization that is held by the Acquired Company
or that otherwise relates to the business of, or any of the assets owned or used
by, the Acquired Company;

                   (iv) to the Knowledge of Seller, contravene, conflict with,
or result in a violation or breach of any provision of, or give any Person the
right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate, or modify, any Material
Applicable Contract;

                   (v) cause any of the assets owned by the Acquired Company to
be reassessed or revalued by any taxing authority or other Governmental Body;

                   (vi) cause Tiger, Buyer or the Acquired Company to become
subject to, or to become liable for the payment of, any Tax;

                   (vii) to the Knowledge of Seller, result in the imposition or
creation of any Encumbrance upon or with respect to any of the Material assets
owned or used by the Acquired Company except in the cases of clauses (i) through
(v), where such violation, conflict, breach, default or encumbrance would not
have a Material adverse effect on Seller; and

                   (viii) to the knowledge of Seller, neither Seller nor the
Acquired Company is or will be required to give any notice to or obtain any
Consent from any Person in connection with the execution and delivery of this
Agreement or the consummation or performance of any of the Contemplated
Transactions, except in the case where the failure to obtain such consent would
not have a Material adverse effect on Seller.


                              EXHIBIT (1) - Page 8
<PAGE>

         3.3 CAPITALIZATION - The total issued and outstanding shares of common
stock of the Acquired Company consists of: (a) ten thousand shares of common
stock, $1.00 par value. Seller is and will be on the Closing Date the record and
beneficial owner and holder of the Acquired Company Shares, free and clear of
all Encumbrances. All of the outstanding shares of the Acquired Company have
been duly authorized and validly issued and are fully paid and non-assessable.
There are no Contracts relating to the issuance, sale, or transfer of any shares
or other securities of the Acquired Company. To the best of Seller's Knowledge,
none of the outstanding shares or other securities of the Acquired Company was
issued in violation of the Securities Act or any other Legal Requirement. The
Acquired Company does not own, or have any Contract to acquire, any shares or
other securities of any Person (other than the Acquired Company)

         3.4 FINANCIAL STATEMENTS - Sellers have delivered to Buyer: (a) monthly
unaudited banks statements, client invoices and other accounts payable receipts
from which Buyer has reasonably concluded that the Acquired company has revenues
as stated by Seller for the fourth quarter of 2003. The Parties agree that for
purposes of adequately performing the Contemplated Transactions, Seller will at
Seller's cost submit the unaudited financial statements of the Acquired Company
for the months July 2003 through December 31, 2003 to its accounting firm in
order that the general ledger, trial balances and other calculations and
reclassifications can be performed in order that financial statements including
a balance sheet, income statement and changes to stockholder's equity can be
prepared as of the completion of the calendar year 2003 of the Acquired Company
in accordance with GAAP and GAAS requirements. Seller agrees and covenants to
Buyer that no later than January 31, 2003 will Seller produce submit its
financial statements prepared by its accountant to the Buyer's independent
certified public accounting firm in order that an audit may be performed on the
Acquired Company and audited consolidated balance sheets, consolidated
statements of income and changes to stockholder's equity for the fiscal year
2003 may be prepared in compliance with Item 3-05 of Regulation S-X. Such
financial statements and notes, when prepared, will fairly present the financial
condition and the results of operations, and changes in stockholders' equity of
the Acquired Company as at the respective dates of and for the periods referred
to in such financial statements, subject, in the case of interim financial
statements, to normal recurring year-end adjustments (the effect of which will
not, individually or in the aggregate, be Materially adverse). Seller represents
that the revenues from clients of the Acquired Company as depicted in the bank
statements shown to Buyer is factually correct and no Material adverse change
will be discovered by the accounting firm of Seller or in the audit performed by
Buyer's independent certified public accountants.

         3.5 BOOKS AND RECORDS - In all Material respects, the books of account,
and stock record books of the Acquired Company, all of which have been made
available to Buyer, are complete and correct. The minute books of the Acquired
Company are accurate as to corporate action reflected therein. At the Closing,
all of those books and records will be in the possession of the Acquired
Company.

         3.6 NO UNDISCLOSED LIABILITIES - To the Knowledge of Seller, the
Acquired Company does not have and will not have at Closing, any liabilities or
obligations of any Material nature. It is expressly agreed to between the
Parties that any liabilities will be payable in installments over a period not
to exceed 180 days from the Closing Date and no interest shall accrue.


                              EXHIBIT (1) - Page 9
<PAGE>

         3.7 TAX MATTERS - For the purposes of this Agreement, "Taxes" means all
federal, state, local, and foreign taxes, and other assessments of a similar
nature (whether imposed directly or through withholding), including any
interest, additions to tax, or penalties applicable thereto imposed by any tax
authority including, without limitation, liability imposed pursuant to Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local or foreign
law) which may be imposed upon an entity as a transferee or successor.

                   (i) To the best of Seller's Knowledge, Adsouth and any
combined, consolidated, unitary or affiliated group of which Adsouth has been a
member prior to the Closing Date have timely filed, or have had timely filed on
their behalf, or will timely file or cause to be timely filed, all Tax returns
required by applicable law to be filed by any of them prior to or as of the
Closing Date. All such Tax returns and amendments thereto are or will be true,
complete and correct in all Material respects. Adsouth has established (and
until the Closing Date will maintain) on its books and records reserves adequate
to pay all Taxes not yet due and payable.

                   (ii) To the best of Seller's Knowledge, Adsouth has paid, or
where payment is not yet due, has established, or will establish or cause to be
established on or before the Closing Date, an adequate reserve for the payment
of all Taxes due with respect to any period ending prior to or as of the Closing
Date.

                   (iii) To the best of Seller's Knowledge, no audit is pending
with respect to any Tax returns filed by, or Taxes due from, Adsouth. No
deficiency or adjustment for any Taxes has been proposed, asserted, or assessed
against Adsouth. There are no Material liens for Taxes upon the assets of
Adsouth, except for statutory liens for current Taxes not yet due and those
being contested in good faith.

                   (iv) Adsouth was incorporated on October 31, 2003 and does
not have, and has never had, an ownership interest in any other entity
including, without limitation, a corporate subsidiary, general or limited
partnership, limited liability company, general or limited partnership or joint
venture, nor has Adsouth entered into any Contract pursuant to which it is
obligated to serve as, or acquire any equity ownership interest in, any of the
foregoing (except as otherwise disclosed to Buyer in writing prior to the
Closing Date).

         3.7 NO MATERIAL ADVERSE CHANGE At the Date of Closing there will not
have been any Material adverse change in the business, operations, properties,
prospects, assets, or condition of the Acquired Company, and no event has
occurred or circumstance exists that may result in such a Material adverse
change after the effective date of this Agreement. Seller represents that the
revenues from clients of the Acquired Company as depicted in the bank statements
shown o Buyer is factually correct and no Material adverse change will be
discovered by the accounting firm of Seller or in the audit performed by Buyer's
independent certified public accountants.

         3.8 LEGAL PROCEEDINGS; ORDERS

         3.8 (a) Except as otherwise disclosed to Buyer in writing prior to the
Closing Date, there is no pending Proceeding:


                              EXHIBIT (1) - Page 10
<PAGE>

                   (i) that has been commenced by or against the Acquired
Company or that otherwise relates to or may affect the business of, or any of
the assets owned or used by, the Acquired Company; or

                   (ii) to the Knowledge of Seller, (1) no such Proceeding has
been Threatened, and (2) no event has occurred or circumstance exists that may
give rise to or serve as a basis for the commencement of any such Proceeding.
Seller has delivered to Buyer copies of all pleadings, correspondence, and other
documents relating to each Proceeding;

              (b) Except as otherwise disclosed to Buyer in writing prior to the
Closing Date and to the Knowledge of Seller:

                   (i) there is no Order to which the Acquired Company, or any
of the assets owned or used by the Acquired Company, is subject;

                   (ii) Seller is not subject to any Order that relates to the
business of, or any of the assets owned or used by, the Acquired Company; and

                   (iii) no officer, director, agent, or employee of the
Acquired Company is subject to any Order that prohibits such officer, director,
agent, or employee from engaging in or continuing any conduct, activity, or
practice relating to the business of the Acquired Company.

         3.9 ABSENCE OF CERTAIN CHANGES AND EVENTS - Except as otherwise
disclosed to Buyer in writing prior to the Closing Date the Acquired Company has
conducted its business only in the Ordinary Course of Business and there has not
been any:

              (a) change in the Acquired Company's authorized or issued capital
stock; grant of any stock option or right to purchase shares of capital stock of
the Acquired Company; issuance of any security convertible into or exchangeable
for such capital stock; grant of any registration rights; purchase, redemption,
retirement, or other acquisition by the Acquired Company of any shares of any
such capital stock; or declaration or payment of any dividend or other
distribution or payment in respect of shares of capital stock;

              (b) amendment to the Organizational Documents of the Acquired
Company;

              (c) except in the Ordinary Course of Business, payment or increase
by the Acquired Company of any bonuses, salaries, or other compensation to any
stockholder, director, officer, employee or entry into any employment,
severance, or similar Contract with any director or officer;

              (d) adoption of, or increase in the payments to or benefits under,
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of the
Acquired Company;

              (e) damage to or destruction or loss of any asset or property of
the Acquired Company, whether or not covered by insurance, Materially and
adversely affecting the properties, assets, business, financial condition, or
prospects of the Acquired Company, taken as a whole;


                              EXHIBIT (1) - Page 11
<PAGE>

              (f) sale (other than sales of inventory in the Ordinary Course of
Business), lease, or other disposition of any asset or property of the Acquired
Company or mortgage, pledge, or imposition of any lien or other encumbrance on
any Material asset or property of the Acquired Company, including the sale,
lease, or other disposition of any of the Intellectual Property Assets;

              (g) cancellation or waiver of any claims or rights with a value to
the Acquired Company in excess of $20,000;

              (h) Contract, whether oral or written, by the Acquired Company to
do any of the foregoing.

         3.10 CONTRACTS OF ACQUIRED COMPANY; NO DEFAULTS

              (a) Seller has furnished Buyer a complete and accurate list, as it
relates to the Acquired Company, and Seller has delivered to Buyer true and
complete copies, of:

                   (i) each Applicable Contract that involves performance of
services or delivery of goods or Materials by the Acquired Company of an amount
or value in excess of Fifteen Thousand Dollars ($15,000.00);

                   (ii) each other Applicable Contract (other than standard
software licenses) with respect to patents, trademarks, copyrights, or other
intellectual property, including agreements with current or former employees,
consultants, or contractors regarding the appropriation or the non-disclosure of
any of the Intellectual Property Assets;

                   (iii) each joint venture, partnership, and other Applicable
Contract (however named, but excluding employee compensation arrangements)
involving a sharing of profits, losses, costs, or liabilities by the Acquired
Company with any other Person;

                   (iv) each Applicable Contract providing for payments to or by
any Person based on sales, purchases, or profits, other than direct payments for
goods;

                   (v) each power of attorney that is currently effective and
outstanding from or to the Acquired Company;

                   (vi) each Applicable Contract to the Knowledge of Seller
entered into other than in the Ordinary Course of Business that contains or
provides for an express undertaking by the Acquired Company to be responsible
for consequential damages;

                   (vii) each Applicable Contract for capital expenditures in
excess of Fifteen Thousand Dollars ($15,000.00);

                   (viii) which amendment, supplement, and modification (whether
oral or written) in respect of any of the foregoing.

         (b Except as otherwise disclosed to Buyer in writing prior to the
Closing Date and to the Knowledge of Seller:


                              EXHIBIT (1) - Page 12
<PAGE>

                   (i) no Seller (and no Related Person of any Seller) has or
may acquire any rights under, and neither Seller has or may become subject to
any obligation or liability under, any Contract that relates to the business of,
or any of the assets owned or used by, the Acquired Company; and

                   (ii) no officer, director, agent, employee, consultant, or
contractor of the Acquired Company is bound by any Contract that purports to
limit the ability of such officer, director, agent, employee, consultant, or
contractor to (A) engage in or continue any conduct, activity, or practice
relating to the business of the Acquired Company, or (B) assign to the Acquired
Company or to any other Person any rights to any invention, improvement, or
discovery.

         3.11 EMPLOYEES - Seller has furnished a list of the following
information for each employee or director of the Acquired Company: name, job
title, current compensation paid or payable and vacation accrued.

         3.14 CERTAIN PAYMENTS - Except as otherwise disclosed to Buyer in
writing prior to the Closing Date, since the Acquired Company's inception, to
the Knowledge of Seller, neither the Acquired Company or any director, officer,
agent, or employee of the Acquired Company, has directly or indirectly (a) made
any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or
other payment to any Person, private or public, regardless of form, whether in
money, property, or services (i) to obtain favorable treatment in securing
business, (ii) to pay for favorable treatment for business secured, (iii) to
obtain special concessions or for special concessions already obtained, for or
in respect of the Acquired Company, or (iv) in violation of any Legal
Requirement, or (b) established or maintained any fund or asset that has not
been recorded in the books and records of the Acquired Company. Neither the
Seller nor the Company has violated any provision of the Foreign Corrupt
Practices Act, or similar Governmental Requirement.

         3.15 DISCLOSURE

              (a) To the Knowledge of Seller, no representation or warranty of
Seller in this Agreement and no statement otherwise provided in writing to Buyer
by Seller omits to state a Material fact necessary to make the statements herein
or therein, in light of the circumstances in which they were made, not
misleading.

              (a) There is no fact actually known to Seller that has specific
application to Seller or the Acquired Company (other than general economic or
industry conditions) and that Materially adversely affects or, as far as either
Seller can reasonably foresee, Materially threatens, the assets, business,
prospects, financial condition, or results of operations of the Acquired Company
(on a consolidated basis) that has not been set forth in this Agreement.

              (c) Seller shall not be deemed to have made to Buyer or Tiger any
representations or warranties other than as expressly made by Seller in this
Agreement, and in any of the agreements executed in connection herewith. Except
as expressly set forth herein or in any other agreement, certificate, instrument
or other document executed in connection with this Agreement, Seller makes no
representations or warranties to Buyer with respect to any projections,
estimates or budgets heretofore delivered to or made available to Buyer of
future revenues, future expenses or future results of operations, or any other
information or documents, financial or otherwise, made available to Buyer with
respect to the Company.


                              EXHIBIT (1) - Page 13
<PAGE>

4.       REPRESENTATIONS AND WARRANTIES OF BUYER AND TIGER - Buyer and Tiger
each, severally and not jointly, represent and warrant to Seller as follows:

         4.1 ORGANIZATION AND GOOD STANDING - Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada. Buyer has delivered to Seller copies of the Organizational Documents of
Buyer, as currently in effect.

         4.2 AUTHORITY; NO CONFLICT

              (a) This Agreement constitutes the legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies, and
(iii) to the extent the indemnification provisions contained in the ancillary
agreements related to this Agreements may be limited by applicable federal or
state securities laws. Buyer's Closing Obligations will constitute the legal,
valid, and binding obligations of Buyer, enforceable against Buyer in accordance
with their respective terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (iii) to the extent the indemnification provisions
contained in the ancillary agreements related to this Agreements may be limited
by applicable federal or state securities laws. Buyer has the absolute and
unrestricted right, power, and authority to execute and deliver this Agreement
and Buyer's Closing Documents and to perform its obligations under this
Agreement and Buyer's Closing Documents.

              (b) Neither the execution and delivery of this Agreement by Buyer
and Tiger nor the consummation or performance of any of the Contemplated
Transactions by Buyer and Tiger will give any Person the right to prevent,
delay, or otherwise interfere with any of the Contemplated Transactions pursuant
to:

                   (i) any provision of Buyer's or Tiger's Organizational
Documents;

                   (ii) any resolution adopted by the board of directors or the
stockholders of Buyer or Tiger;

                   (iii) any Legal Requirement or Order to which Buyer or Tiger
may be subject, including Buyer's Offering Circulars;

                   (iv) any Contract to which Buyer or Tiger is a Party, or by
which Buyer or Tiger may be bound.

except in the cases of clauses (i) through (iv), where such failure or delay
would not have a Material adverse effect.


                              EXHIBIT (1) - Page 14
<PAGE>

         4.3 INVESTMENT INTENT - Buyer is acquiring the Acquired Company Shares
for its own account and not with a view to their distribution within the meaning
of Section 2(11) of the Securities Act.

         4.4 CERTAIN PROCEEDINGS - There is no pending Proceeding that has been
commenced against Buyer and that challenges, or may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions. To Buyer's Knowledge, no such Proceeding has been
Threatened.

         4.5 MISREPRESENTATIONS AND OMISSIONS - None of the Buyer's filings with
the Securities and Exchange Commission (the "SEC Filings") contain any Material
misstatement of facts or omit to state a Material fact necessary to make the
statements in the SEC Filings, in light of circumstances in which they were
made, not misleading as of the date of the SEC Filings and as of the date
hereof.

         4.6. TITLE TO SHARES OF BUYER - Tiger is and will be on the Closing
Date the record and beneficial owner and holder of the Shares of Buyer to be
delivered to Seller as contemplated herein, free and clear of all Encumbrances.
All of the outstanding shares of the Acquired Company have been duly authorized
and validly issued and are fully paid and non-assessable.

5.       COVENANTS OF SELLER PRIOR TO CLOSING DATE

         5.1 ACCESS AND INVESTIGATION - Subject to the confidentiality
provisions of Section 11.5 hereof and upon prior written notice to Seller,
between the date of this Agreement and the Closing Date, Seller will, and will
cause the Acquired Company to, (a) afford Buyer and its Representatives and
prospective lenders and their Representatives (collectively, "Buyer's Advisors")
full and free access to the Acquired Company's personnel, properties, contracts,
books and records, and other documents and data, (b) furnish Buyer and Buyer's
Advisors with copies of all such contracts, books and records, and other
existing documents and data as Buyer may reasonably request, and (c) furnish
Buyer and Buyer's Advisors with such additional financial, operating, and other
data and information as Buyer may reasonably request.

         5.2 OPERATION OF THE BUSINESSES OF THE ACQUIRED COMPANY - Between the
date of this Agreement and the Closing Date, Seller will, and will cause the
Acquired Company to:

              (a) conduct the business of such Acquired Company only in the
Ordinary Course of Business;

              (b) use its Best Efforts to preserve intact the current business
organization of such Acquired Company, keep available the services of certain
officers, employees, and agents of such Acquired Company, and maintain the
relations and good will with suppliers, customers, landlords, creditors,
employees, agents, and others having business relationships with such Acquired
Company;

              (c) confer with Buyer concerning operational matters of a Material
nature; and


                              EXHIBIT (1) - Page 15
<PAGE>

              (d) otherwise report periodically to Buyer concerning the status
of the business, operations, and finances of such Acquired Company.

         5.3 REQUIRED APPROVALS - As promptly as practicable after the date of
this Agreement, Seller will, and will cause the Acquired Company to, make all
filings required by Legal Requirements to be made by them in order to consummate
the Contemplated Transactions. Between the date of this Agreement and the
Closing Date, Seller will, and will cause the Acquired Company to, (a) cooperate
with Buyer with respect to all filings that Buyer elects to make or is required
by Legal Requirements to make in connection with the Contemplated Transactions.

         5.4 NOTIFICATION - Between the date of this Agreement and the Closing
Date, Seller will promptly notify Buyer in writing if Seller becomes aware of
any fact or condition that causes or constitutes a Breach of any of Seller's
representations and warranties as of the date of this Agreement, or if Seller
becomes aware of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) cause
or constitute a Breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or discovery
of such fact or condition. During the same period, Seller will promptly notify
Buyer of the occurrence of any Breach of any covenant of Seller in this Section
5 or of the occurrence of any event that may make the satisfaction of the
conditions in Section 7 impossible or unlikely.

         5.5 PAYMENT OF INDEBTEDNESS BY RELATED PERSONS - Except as expressly
provided for in this Agreement, Seller will cause all indebtedness owed to the
Acquired Company by Seller or any Related Person of Seller to be paid in full
prior to Closing.

         5.6 NO NEGOTIATION - Until such time, if any, as this Agreement is
terminated pursuant to Section 9, Seller will not, and will cause the Acquired
Company and each of their Representatives not to, directly or indirectly
solicit, initiate, or encourage any inquiries or proposals from, discuss or
negotiate with, provide any non-public information to, or consider the merits of
any unsolicited inquiries or proposals from, any Person (other than Buyer)
relating to any transaction involving the sale of the business or assets (other
than in the Ordinary Course of Business) of the Acquired Company, or any of the
capital stock of the Acquired Company, or any merger, consolidation, business
combination, or similar transaction involving the Acquired Company.

         5.7 BEST EFFORTS - Between the date of this Agreement and the Closing
Date, Seller will use its Best Efforts to cause the conditions in Sections 7 and
8 to be satisfied.

6.       COVENANTS OF BUYER PRIOR TO CLOSING DATE

         6.1 APPROVALS OF GOVERNMENTAL BODIES - As promptly as practicable after
the date of this Agreement, Buyer will, and will cause each of its Related
Persons to, make all filings required by Legal Requirements to be made by them
to consummate the Contemplated Transactions. Between the date of this Agreement
and the Closing Date, Buyer will, and will cause each Related Person to,
cooperate with Seller with respect to all filings that Seller is required by
Legal Requirements to make in connection with the Contemplated Transactions, and
(ii) cooperate with Seller in obtaining all consents and (iii) cooperate with
Seller in all reasonable manner in


                              EXHIBIT (1) - Page 16
<PAGE>

connection with such due diligence as Seller deems necessary and appropriate in
connection with Buyer, this Agreement, and the Contemplated Transactions;
provided that this Agreement will not require Buyer to dispose of or make any
change in any portion of its business or to incur any other burden to obtain a
Governmental Authorization.

         6.2 BEST EFFORTS - Except as set forth in Section 6.1, between the date
of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause
the conditions in Sections 7 and 8 to be satisfied.

7.       CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE - Buyer's
obligation to purchase the Shares and to take the other actions required to be
taken by Buyer at the Closing is subject to the satisfaction, at or prior to the
Closing, of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):

         7.1 ACCURACY OF REPRESENTATIONS

              (a) All of Seller's representations and warranties in this
Agreement (considered collectively), and each of these representations and
warranties (considered individually), must have been accurate in all Material
respects as of the date of this Agreement, and must be accurate in all Material
respects as of the Closing Date as if made on the Closing Date.

              (b) There has been no Material adverse change in the business,
operations or results of operations of the Acquired Company, other than as
disclosed in this Agreement.

         7.2 SELLER'S PERFORMANCE - All of the covenants and obligations that
Seller is required to perform or to comply with pursuant to this Agreement at or
prior to the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been duly performed and
complied with in all Material respects.

         7.3 NO PROCEEDINGS - Since the date of this Agreement, there must not
have been commenced or Threatened against Seller, or against any Person
affiliated with Seller, any Proceeding (a) involving any challenge to, or
seeking damages or other relief in connection with, any of the Contemplated
Transactions, or (b) that may have the effect of preventing, delaying, making
illegal, or otherwise interfering with any of the Contemplated Transactions.

         7.4 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS - There must
not have been made or Threatened by any Person any claim asserting that such
Person (a) is the holder or the beneficial owner of, or has the right to acquire
or to obtain beneficial ownership of, any stock of, or any other voting, equity,
or ownership interest in, any of the Acquired Company, or (b) is entitled to all
or any portion of the Purchase Price payable for the Shares.

         7.5 NO PROHIBITION - Neither the consummation nor the performance of
any of the Contemplated Transactions will, directly or indirectly (with or
without notice or lapse of time), Materially contravene, or conflict with, or
result in a Material violation of, or cause Buyer or any Person affiliated with
Buyer to suffer any Material adverse consequence under, (a) any applicable


                              EXHIBIT (1) - Page 17
<PAGE>

Legal Requirement or Order, or (b) any Legal Requirement or Order that has been
published, introduced, or otherwise proposed by or before any Governmental Body.

         7.6 BUYER'S DUE DILIGENCE - Buyer will commence its financial and legal
due diligence investigation of the Acquired Company upon the signing of this
Agreement and Buyer's satisfactory completion of a due diligence investigation
relating to the business of the Acquired Company and Buyer's satisfaction is
condition precedent to its obligations pursuant to the Contemplated
Transactions.

8.       CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE - Seller's
obligation to sell the Acquired Company Shares and to take the other actions
required to be taken by Seller at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Seller, in whole or in part):

         8.1 ACCURACY OF REPRESENTATIONS - All of Buyer's and Tiger's
representations and warranties in this Agreement (considered collectively), and
each of these representations and warranties (considered individually), must
have been accurate in all Material respects as of the date of this Agreement and
must be accurate in all Material respects as of the Closing Date as if made on
the Closing Date.

         8.2 BUYER'S PERFORMANCE - All of the covenants and obligations that
Buyer is required to perform or to comply with pursuant to this Agreement at or
prior to the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been performed and complied
with in all Material respects.

         8.3 NO PROCEEDINGS - Since the date of this Agreement, there must not
have been commenced or Threatened against Seller, or against any Person
affiliated with Seller, any Proceeding (a) involving any challenge to, or
seeking damages or other relief in connection with, any of the Contemplated
Transactions, or (b) that may have the effect of preventing, delaying, making
illegal, or otherwise interfering with any of the Contemplated Transactions.

         8.4 NO PROHIBITION- Neither the consummation nor the performance of any
of the Contemplated Transactions will, directly or indirectly (with or without
notice or lapse of time), Materially contravene, or conflict with, or result in
a Material violation of, or cause Buyer or any Person affiliated with Buyer to
suffer any Material adverse consequence under, (a) any applicable Legal
Requirement or Order, or (b) any Legal Requirement or Order that has been
published, introduced, or otherwise proposed by or before any Governmental Body.

9.       TERMINATION

         9.1 TERMINATION EVENTS - This Agreement may, by notice given prior to
or at the Closing, be terminated:

              (a) by either Buyer or Seller if a Material Breach of any Material
provision of this Agreement has been committed by the other Party and such
Breach has not been waived;

                   (i) by Buyer if any of the conditions in Section 7 has not
been satisfied as of the Closing Date or if satisfaction of such a condition is
or becomes impossible (other than through the


                              EXHIBIT (1) - Page 18
<PAGE>

failure of Buyer to comply with its obligations under this Agreement) and Buyer
has not waived such condition on or before the Closing Date; or (ii) by Seller,
if any of the conditions in Section 8 has not been satisfied of the Closing Date
or if satisfaction of such a condition is or becomes impossible (other than
through the failure of Seller to comply with its obligations under this
Agreement) and Seller has not waived such condition on or before the Closing
Date;

              (b) by mutual consent of the Parties;

              (c) by any Party if the Closing has not occurred (other than
through the failure of any Party seeking to terminate this Agreement to comply
fully with its obligations under this Agreement) on or before Friday, February
28, 2004, or such later date as the Parties may mutually agree.

         9.2 EFFECT OF TERMINATION - Each Party's right of termination under
Section 9.1 is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be an election
of remedies. If this Agreement is terminated pursuant to Section 9.1, all
further obligations of the Parties under this Agreement will terminate, except
that the obligations in Section 11.5 will survive; provided, however, that if
this Agreement is terminated by a Party because of the Breach of the Agreement
by the other Party or because one or more of the conditions to the terminating
Party's obligations under this Agreement is not satisfied as a result of the
other Party's failure to comply with its obligations under this Agreement, the
terminating Party's right to pursue all legal remedies will survive such
termination unimpaired.

10.      INDEMNIFICATION; REMEDIES

         10.1 SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE - All
representations, warranties, covenants, and obligations in this Agreement, and
any other certificate or document delivered pursuant to this Agreement will
survive the Closing. The right to indemnification, payment of Damages or other
remedy based on such representations, warranties, covenants, and obligations
will not be affected by any investigation conducted with respect to, or any
Knowledge acquired (or capable of being acquired) at any time, whether before or
after the execution and delivery of this Agreement or the Closing Date, with
respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation provided, either Party shall
promptly notify the other Party of any Knowledge that such Party obtains. The
waiver of any condition based on the accuracy of any representation or warranty,
or on the performance of or compliance with any covenant or obligation, will not
affect the right to indemnification, payment of Damages, or other remedy based
on such representations, warranties, covenants, and obligations.

         10.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER- Seller will
indemnify and hold harmless Buyer, the Acquired Company, and their respective
Representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to the Indemnified
Persons the amount of, any loss, liability, claim, damage (including incidental
and consequential damages), expense (including costs of investigation and
defense and reasonable attorneys' fees) or diminution of value, whether or not


                              EXHIBIT (1) - Page 19
<PAGE>

involving a third-party claim (collectively, "Damages"), arising, directly or
indirectly, from or in connection with:

              (a) any Material Breach of any Material representation or warranty
made by Seller in this Agreement or any other certificate or document delivered
by Seller pursuant to this Agreement,

              (b) Any Breach by Seller of any covenant or obligation of Seller
in this Agreement;

The remedies provided in this Section 10.2 shall be the sole and exclusive
remedies that may be available to Buyer or the other Indemnified Persons with
respect to this Agreement. Any Damages shall be net of insurance proceeds or tax
benefits.

         10.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER - Buyer will
indemnify and hold harmless Seller, and the Acquired Company, and their
respective Representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to Seller and the
Acquired Company the amount of any loss, liability, claim, damage (including
incidental and consequential damages), expense (including costs of investigation
and defense and reasonable attorneys' fees) or diminution of value, whether or
not involving a third-party claim (collectively, "Damages"), arising, directly
or indirectly, from or in connection with (a) any Breach of any representation
or warranty made by Buyer in this Agreement or in any certificate delivered by
Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or
obligation of Buyer in this Agreement, or (c) any claim by any Person for
brokerage or finder's fees or commissions or similar payments in connection with
any of the Contemplated Transactions.

         10.4 TIME LIMITATIONS - If the Closing occurs, Seller will have no
liability (for indemnification or otherwise) with respect to any representation
or warranty, or covenant or obligation including indemnification obligations to
be performed and complied with prior to the Closing Date, unless on or before
the date which is one year from the Closing Date, Buyer notifies Seller of a
claim specifying the factual basis of that claim in reasonable detail to the
extent then known by Buyer. If the Closing occurs, Buyer will have no liability
for indemnification or otherwise with respect to any representation or warranty,
or covenant or obligation to be performed and complied with prior to the Closing
Date, unless on or before the date which is one year from the Closing Date,
Seller notifies Buyer of a claim specifying the factual basis of that claim in
reasonable detail to the extent then known by Seller.

         10.5 LIMITATIONS OF AMOUNT (SELLER) - Seller will have no liability
(for indemnification or otherwise) with respect to the matters described in
clause (a) or clause (b) of Section 10.2 until the total of all Damages with
respect to such matters exceeds Fifty Thousand Dollars ($50,000.00) and then
only for the amount by which such Damages exceed Fifty Thousand Dollars
($50,000) up to and limited to solely the market value of the Buyer's Shares
received by Seller pursuant to this Agreement. Such market value is determined
as of the date Buyer provides Seller with written notice of enforcing its
indemnification rights available pursuant to Paragraph 10.2 hereinabove, but in
no event shall the damages exceed the aggregate purchase price paid for the
Acquired Company.


                              EXHIBIT (1) - Page 20
<PAGE>

         10.6 LIMITATIONS OF AMOUNT (BUYER) - Buyer will have no liability (for
indemnification or otherwise) with respect to the matters described in clause
(a) or (b) of Section 10.3 until the total of all Damages with respect to such
matters exceeds Fifty Thousand Dollars ($50,000.00), and then only for the
amount by which such Damages exceed Fifty Thousand Dollars ($50,000.00).

         10.7 PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS

              (a) Promptly after receipt by an indemnified Party under Section
10.2 and 10.3, of notice of the commencement of any Proceeding against it, such
indemnified Party will, if a claim is to be made against an indemnifying Party
under such Section, give notice to the indemnifying Party of the commencement of
such claim, but the failure to notify the indemnifying Party will not relieve
the indemnifying Party of any liability that it may have to any indemnified
Party, except to the extent that the indemnifying Party demonstrates that the
defense of such action is prejudiced or its costs are increased by the
indemnifying Party's failure to give such notice.

              (b) If any Proceeding referred to in Section 10.7(a) is brought
against an indemnified Party and it gives notice to the indemnifying Party of
the commencement of such Proceeding, the indemnifying Party will, unless the
claim involves Taxes, be entitled to participate in such Proceeding and, to the
extent that it wishes (unless (i) the indemnifying Party is also a Party to such
Proceeding and the indemnified Party determines in good faith that joint
representation would be inappropriate, or (ii) the indemnifying Party fails to
provide reasonable assurance to the indemnified Party of its financial capacity
to defend such Proceeding and provide indemnification with respect to such
Proceeding), to assume the defense of such Proceeding with counsel reasonably
satisfactory to the indemnified Party and, after notice from the indemnifying
Party to the indemnified Party of its election to assume the defense of such
Proceeding, the indemnifying Party will not, as long as it diligently conducts
such defense, be liable to the indemnified Party under this Section 10 for any
fees of other counsel or any other expenses with respect to the defense of such
Proceeding, in each case subsequently incurred by the indemnified Party in
connection with the defense of such Proceeding, other than reasonable costs of
investigation. If the indemnifying Party assumes the defense of a Proceeding,
(i) no compromise or settlement of such claims may be effected by the
indemnifying Party without the indemnified Party's written consent unless (A)
there is no finding or admission of any violation of Legal Requirements or any
violation of the rights of any Person and no effect on any other claims that may
be made against the indemnified Party, and (B) the sole relief provided is
monetary damages that are paid in full by the indemnifying Party; and (iii) the
indemnified Party will have no liability with respect to any compromise or
settlement of such claims effected without its consent. If notice is given to an
indemnifying Party of the commencement of any Proceeding and the indemnifying
Party does not, within 10 days after the indemnified Party's notice is given,
give notice to the indemnified Party of its election to assume the defense of
such Proceeding, the indemnifying Party will be bound by any determination made
in such Proceeding or any compromise or settlement effected by the indemnified
Party.

              (c) Notwithstanding the foregoing, if an indemnified Party
determines in good faith that there is a reasonable probability that a
Proceeding may adversely affect it or its affiliates other than as a result of
monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified Party may, by notice to the indemnifying Party,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
the indemnifying Party will


                              EXHIBIT (1) - Page 21
<PAGE>

not be bound by any determination of a Proceeding so defended or any compromise
or settlement effected without its consent (which may not be unreasonably
withheld).

10.8     PROCEDURE FOR INDEMNIFICATION - OTHER CLAIMS - A claim for
         indemnification for any matter not involving a third-party claim may be
asserted by notice to the Party from whom indemnification is sought.

11.      GENERAL PROVISIONS

11.1     EXHIBITS - This Agreement contemplates the attachment of exhibits as
defined in Paragraph 2.3 hereinabove, and as otherwise referenced herein.

11.2     BROKERS OR FINDERS - Buyer has agreed to assume the obligation for
brokerage or finders' fees or agents' commissions or other similar payment in
connection with this Agreement. Buyer is wholly responsible for any obligation
or liability, contingent or otherwise, for brokerage or finders' fees or agents
commissions or other similar payment in connection with this Agreement that has
been or will be incurred and will indemnify and hold Seller harmless from such
payment due by or through Seller as a result of the action of Seller or of the
Acquired Company.

11.3     EXPENSES - Except as otherwise expressly provided in this Agreement,
each Party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the Contemplated Transactions, including all fees and expenses of agents,
representatives, counsel, and accountants. In the event of termination of this
Agreement, the obligation of each Party to pay its own expenses will be subject
to any rights of such Party arising from a breach of this Agreement by another
Party.

11.4     PUBLIC ANNOUNCEMENTS - Any public announcement or similar publicity
with respect to this Agreement or the Contemplated Transactions will be issued,
if at all, at such time and in such manner as Buyer determines. Unless consented
to by Buyer in advance or required by Legal Requirements, prior to the Closing
each Party shall, and Seller shall cause the Acquired Company to, keep this
Agreement strictly confidential and may not make any disclosure of this
Agreement to any Person. Seller and Buyer will consult with each other
concerning the means by which the Acquired Company' employees, customers, and
suppliers and others having dealings with the Acquired Company will be informed
of the Contemplated Transactions, and Buyer will have the right to be present
for any such communication.

11.5 CONFIDENTIALITY - Between the date of this Agreement and the Closing Date,
Buyer and Seller will maintain in confidence, and will cause their respective
directors, officers, employees, agents, and advisors of Buyer and the Acquired
Company to maintain in confidence, and not use to the detriment of another Party
or the Acquired Company any written information furnished (irrespective of the
forms or means of communication) by another Party or the Acquired Company in
connection with this Agreement or the Contemplated Transactions, unless (a) such
information is already known to such Party or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of such Party, (b) the use of such information is necessary or appropriate in
making any filing or obtaining any consent or approval required for the
consummation of the Contemplated Transactions, or (c) the furnishing or use of
such information is required by or necessary or appropriate in connection with
legal proceedings.


                              EXHIBIT (1) - Page 22
<PAGE>

If the Contemplated Transactions are not consummated, each Party will return or
destroy as much of such written information as the other Party may reasonably
request but, in no event, shall such Party have the right to divulge,
disseminate or otherwise use any of such written information for any purpose
and, to the extent any of such information is not destroyed, such Party will
continue to respect the confidentiality of such written information as fully as
if this Agreement were then still in effect.

11.6     NOTICES - All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b) 3
days after being sent by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses set forth
below (or to such other addresses as a Party may designate by notice to the
other Parties):

         Seller:                    John and Angela Acunto
                                    299 West Camino Gardens, Suite 200
                                    Boca Raton, Florida 33432

         Attention:                 John Acunto, Jr.

         Facsimile No.:             (561) 750-0420


         Buyer:                     Zenith Technology, Inc.
                                    Attn:  Tim Williams
                                    2600 Michelson Drive, 17th Floor
                                    Irvine, California 92612

         Facsimile No.:             (949) 852-3589


         Tiger:                     The Tiger Fund, Inc.
                                    Attn:  Tim Williams
                                    2600 Michelson Drive, 17th Floor
                                    Irvine, California 92612

         Facsimile No.:             (949) 852-3589


         11.16 Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California
applicable to the performance and enforcement of contracts made within such
state, without giving effect to the law of conflicts of laws applied thereby. In
the event that any dispute shall occur between the parties arising out of or
resulting from the construction, interpretation, enforcement or any other aspect
of this Agreement, the Parties hereby agree to accept the exclusive jurisdiction
of the Courts of the State of California


                              EXHIBIT (1) - Page 23
<PAGE>

sitting in and for the County of Orange. In the event any Party shall be forced
to bring any legal action to protect or defend its rights hereunder, then the
prevailing Party or Parties in such proceeding shall be entitled to
reimbursement from the non-prevailing Party or Parties of all fees, costs and
other expenses (including, without limitation, the reasonable expenses of its
attorneys) in bringing or defending against such action.

11.7     FURTHER ASSURANCES - The Parties agree (a) to furnish upon request to
each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
Party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

11.8     WAIVER - The rights and remedies of the Parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any Party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one Party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other Party; (b) no waiver that may be
given by a Party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one Party will be deemed to be a
waiver of any obligation of such Party or of the right of the Party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

11.9     ENTIRE AGREEMENT AND MODIFICATION - This Agreement supersedes all prior
agreements between the Parties with respect to its subject matter and
constitutes (along with the documents referred to in this Agreement) a complete
and exclusive statement of the terms of the agreement between the Parties with
respect to its subject matter. This Agreement may not be amended except by a
written agreement executed by all Parties to this Agreement.

11.10    ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS - Neither Party may
assign any of its rights under this Agreement without the prior written consent
of the other Parties, which will not be unreasonably withheld, except that Buyer
may assign any of its rights under this Agreement to any Subsidiary of Buyer
provided Buyer shall continue to be liable for the performance of all its
obligations hereunder. Subject to the preceding sentence, this Agreement will
apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the Parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the Parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the Parties to this Agreement and their successors and assigns.

11.11    SEVERABILITY - If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will


                              EXHIBIT (1) - Page 24
<PAGE>

remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

11.12    SECTION HEADINGS, CONSTRUCTION - The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

11.13    TIME OF ESSENCE - With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence.

11.14    SPECIFIC PERFORMANCE - The Parties hereby acknowledge and agree that
money damages may not be an adequate remedy for breach of any of the provisions
of this Agreement, and that each such Party shall be entitled, in its sole
discretion, to apply to any court of competent jurisdiction authorized herein
for specific performance or injunctive relief in order to enforce, or prevent
any violation of, the provisions of this Agreement. Such equitable relief shall
be cumulative, and in addition to any other remedies at law which the parties
may have hereunder.

11.15    COUNTERPARTS; FACSIMILES - This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement. Facsimiles bearing original signatures shall be
acceptable to the Parties for all purposes to represent an original signature on
such facsimile.

         IN WITNESS WHEREOF, the Parties have executed, or caused to be
executed, and delivered this Agreement as of the date first written above.

TIGER:                                       SELLER:
-----                                        ------

THE TIGER FUND, INC.


By:  ___________________________             By:
     Tim N. Williams                         Name:   John P. Acunto
     Chairman of the Board & CEO

                                             By:
                                             Name:  Angela E. Acunto




                              EXHIBIT (1) - Page 25
<PAGE>

BUYER:                                       ACQUIRED COMPANY:
-----                                        ----------------

ZENITH TECHNOLOGY, INC.                      ADSOUTH, INC.




By: ___________________________              By:
    Tim N. Williams                          Name:   John P. Acunto
    Chairman of the Board & CEO              Title:   Chairman of the Board, CEO




                              EXHIBIT (1) - Page 26
<PAGE>

EXHIBIT (21)

                             ADSOUTH PARTNERS, INC.
                         SUBSIDIARIES OF THE REGISTRANT

Company                                            State of Incorporation
-------------------------------------------------- -----------------------------
Adsouth Florida                                    Florida




                             EXHIBIT (21) - Page 1
<PAGE>

EXHIBIT (31.1)

                             ADSOUTH PARTNERS, INC.
                SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION

                            CHIEF EXECUTIVE OFFICER

I, John P. Acunto, certify that:

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

     2.   Based on my knowledge, this 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 report;

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

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

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

          b.   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as the end of the period prior to the
               filing date of this annual report (the "Evaluation Date"); and

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

          d.   Disclosed in this report any changes in the small business
               issuer's internal control over financial reporting that occurred
               during the small business issuer's most recent fiscal quarter
               (the registrant's fourth fiscal quarter in the case of an annual
               report) that has materially affected, or is reasonably likely to
               materially affect, the small business issuer's internal control
               over financial reporting; and

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


                            EXHIBIT (31.1) - Page 1
<PAGE>

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

          b.   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.

                                              Date: March 12, 2004

                                                    /s/ JOHN P. ACUNTO

                                                    John P. Acunto
                                                    Chief Executive Officer
                                                    Adsouth Partners, Inc.




                            EXHIBIT (31.1) - Page 2
<PAGE>

EXHIBIT (31.2)

                             ADSOUTH PARTNERS, INC.
                SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATION

                            CHIEF ACCOUNTING OFFICER

I, John P. Acunto, certify that:

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

     2.   Based on my knowledge, this 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 report;

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

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

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

          b.   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of the end of the period prior to the
               filing date of this annual report (the "Evaluation Date"); and

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

          d.   Disclosed in this report any changes in the small business
               issuer's internal control over financial reporting that occurred
               during the small business issuer's most recent fiscal quarter
               (the registrant's fourth fiscal quarter in the case of an annual
               report) that has materially affected, or is reasonably likely to
               materially affect, the small business issuer's internal control
               over financial reporting; and

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


                            EXHIBIT (31.2) - Page 1
<PAGE>

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

          b.   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.

                                              Date: March 12, 2004

                                                    /s/ JOHN P. ACUNTO

                                                    John P. Acunto
                                                    Chief Accounting Officer
                                                    Adsouth Partners, Inc.




                            EXHIBIT (31.2) - Page 2
<PAGE>

EXHIBIT (32.1)

                             ADSOUTH PARTNERS, INC.
                  SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

                            CHIEF EXECUTIVE OFFICER

         In connection with this annual report on Form 10-KSB of Adsouth
Partners, Inc. for the year ended December 31, 2003, I, John P. Acunto, Chairman
and Chief Executive Officer of Adsouth Partners, Inc., hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that based on my knowledge:

         1.   this Form 10-KSB for the year ended December 31, 2003 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 this Form 10-KSB for the year ended
              December 31, 2003 fairly presents, in all material respects, the
              financial condition and results of operations of Adsouth Partners,
              Inc..

                                          Date: March 12, 2004

                                                /s/ JOHN P. ACUNTO

                                                John P. Acunto
                                                Chief Executive Officer
                                                Adsouth Partners, Inc.




                            EXHIBIT (32.1) - Page 1
<PAGE>

EXHIBIT (32.2)

                             ADSOUTH PARTNERS, INC.
                  SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

                            CHIEF ACCOUNTING OFFICER

         In connection with this annual report on Form 10-KSB of Adsouth
Partners, Inc. for the year ended December 31, 2003, I, John P. Acunto, Chairman
and Chief Executive Officer of Adsouth Partners, Inc., hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that based on my knowledge:

         1.   this Form 10-KSB for the year ended December 31, 2003 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 this Form 10-KSB for the year ended
              December 31, 2003 fairly presents, in all material respects, the
              financial condition and results of operations of Adsouth Partners,
              Inc..

                                          Date: March 12, 2004

                                                /s/ JOHN P. ACUNTO

                                                John P. Acunto
                                                Chief Accounting Officer
                                                Adsouth Partners, Inc.




                            EXHIBIT (32.2) - Page 1
<PAGE>

Exhibit (99.1)

The following exhibit comprises the Adsouth Partners, Inc. (formerly Zenith
Technology, Inc.) Financial Statements and Supplementary Data as specified by
Item 7 of Part II of Form 10-KSB.




                            EXHIBIT (99.1) - Page 1
<PAGE>

                             ZENITH TECHNOLOGY, INC.

                            2003 FINANCIAL STATEMENTS




                            EXHIBIT (99.1) - Page 2
<PAGE>

ZENITH TECHNOLOGY, INC.
INDEPENDENT AUDITORS' REPORT

To the Stockholders
Zenith Technology, Inc.

We have audited the accompanying balance sheet of Zenith Technology, Inc. (the
"Company") as of December 31, 2003, and the related statements of operations,
changes in stockholders' deficit, and cash flows for the year ended December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zenith Technology, Inc. as of
December 31, 2003, 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 of America.

/s/ Marcum & Kliegman LLP

New York, New York
February 25, 2004


                            EXHIBIT (99.1) - Page 3
<PAGE>

ZENITH TECHNOLOGY, INC.
INDEPENDENT AUDITORS REPORT

To the Stockholders
Zenith Technology, Inc.

We have audited the accompanying statement of operations, changes in
stockholders' equity, and cash flows for the year ended December 31, 2002of
Zenith Technology, Inc. (the "Company"). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the result of operations and cash flows of Zenith
Technology, Inc. for the year ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses from operations and has had negative cash
flows from operations, and has no working capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result form
the outcome of this certainty.

/s/ Stonefield Josephson, Inc.


Santa Monica, California
April 22, 2003


                            EXHIBIT (99.1) - Page 4
<PAGE>

ZENITH TECHNOLOGY, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,                           2003        2002
----------------------------------------------------   ----------- ------------

REVENUES                                               $        -  $        80
COST OF REVENUES
----------------------------------------------------   ----------- ------------
GROSS LOSS                                                      -          (83)
----------------------------------------------------   ----------- ------------
OPERATING EXPENSES:
   General and administrative expense                      29,672         (121)
   Non cash stock based compensation expense               40,000            -
----------------------------------------------------   ----------- ------------
      Total operating expenses                             69,672         (121)
----------------------------------------------------   ----------- ------------
OPERATING (LOSS) INCOME                                   (69,672)          38
   Interest expense                                             -          (63)
   Interest income, related party                             139            -
----------------------------------------------------   ----------- ------------
NET LOSS                                                  (69,533)         (25)
----------------------------------------------------   ----------- ------------

Basic and diluted loss per common share                    ($0.00)      ($0.00)
----------------------------------------------------   ----------- ------------

Weighted average number of common shares outstanding   43,345,729   28,693,683
----------------------------------------------------   ----------- ------------

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


                            EXHIBIT (99.1) - Page 5
<PAGE>

ZENITH TECHNOLOGY, INC.
BALANCE SHEET
AS OF DECEMBER 31, 2003
--------------------------------------------------------------------------------

ASSETS
TOTAL ASSETS                                                    $            -
-------------------------------------------------------------   ---------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities                                                            -
-------------------------------------------------------------   ---------------

STOCKHOLDERS' EQUITY
Common stock, $.0001 par value; 100,000,000 shares
 authorized, 52,170,464 issued and outstanding                  $        5,217
Additional paid-in capital                                             927,932
Deferred compensation - related party                                 (783,000)
Note receivable - stockholder                                          (19,616)
Accumulated deficit                                                   (130,533)
-------------------------------------------------------------   ---------------
Total stockholders' equity                                                   -
-------------------------------------------------------------   ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $            -
-------------------------------------------------------------   ---------------

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


                            EXHIBIT (99.1) - Page 6
<PAGE>

ZENITH TECHNOLOGY, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,                           2003        2002
----------------------------------------------------   ----------- ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                               $  (69,533) $       (25)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Non cash stock based compensation expense                  40,000            -
Changes in assets and  liabilities:
Interest receivable from stockholder                         (139)           -
Accounts receivable                                             -           83
Accounts payable                                           29,672            -
----------------------------------------------------   ----------- ------------
Net cash provided by operating activities                       -           58
----------------------------------------------------   ----------- ------------

CASH FLOWS USED IN FINANCING ACTIVITIES:
Payments to Prime Companies, Inc.                               -          (58)
----------------------------------------------------   ----------- ------------
Net change in cash                                              -            -
Cash - Beginning of period                                      -            -
----------------------------------------------------   ----------- ------------
Cash - End of period                                   $        -  $         -
----------------------------------------------------   ----------- ------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                                 $        -            -
----------------------------------------------------   ----------- ------------
Cash paid for income taxes                             $        -            -
----------------------------------------------------   ----------- ------------

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

Supplemental Disclosure of Non Cash Investing and Financing Activities

During 2003, the Tiger Fund, Inc. arranged for payment on the Company's behalf
$14,846 of legal fees, $7,626 of auditing fees, and provided the Company with
office space valued at $7,200. In addition, the Tiger Fund, Inc. arranged for
the repayment of $11,000 in amounts we owed to Prime Companies, who was a
controlling shareholder until December 20, 2002. As of December 31, 2003, the
Tiger Fund, Inc. contributed all such amounts to the Company's paid-in capital.

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


                            EXHIBIT (99.1) - Page 7
<PAGE>

<TABLE>
<CAPTION>
ZENITH TECHNOLOGY, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2003
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>            <C>         <C>        <C>

                                                                        Additional   Deferred        Note
                                                      Common Stock        Paid-in  Compensation-  Receivable-  Accumu-
                                                  ---------------------                                         lated
                                                    Shares     Amount     Capital  Related Party  Stockholder  Deficit      Total
------------------------------------------------- ---------- ----------   -------  -------------  -----------  -------   -----------

Balance at January 1, 2002                        28,693,683  $   2,869  $ 47,131   $         -    $       -  $ (60,975) $  (10,975)
Net loss                                                   -          -         -             -            -        (25)        (25)
------------------------------------------------- ---------- ----------   -------  -------------  -----------  --------- -----------
Balance at December 31, 2002                      28,693,683      2,869    47,131             -            -    (61,000)    (11,000)
Expenses and debts paid by stockholder                     -          -    40,672             -            -          -      40,672
Shares returned to Company by principal
 stockholder                                      (5,217,000)      (522)        -             -            -          -        (522)
Stock issued for services - related party          5,217,000        522   783,000      (783,000)           -          -         522
Stock issued for services                          4,000,000        400    39,600             -            -          -      40,000
Stock issued for note receivable - related
 party                                            19,476,781      1,948    17,529             -      (19,477)         -           -
Interest on stock issued for note receivable               -          -         -             -         (139)         -        (139)
Net loss                                                   -          -         -             -            -    (69,533)    (69,533)
------------------------------------------------- ---------- ----------   -------  -------------  -----------  --------- -----------
Balance at December 31, 2003                      52,170,464  $   5,217  $927,932   $  (783,000)   $ (19,616) $(130,533)          -
------------------------------------------------- ---------- ----------   -------  -------------  -----------  --------- -----------
</TABLE>

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


                            EXHIBIT (99.1) - Page 8
<PAGE>

ZENITH TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1: Summary of Significant Accounting Policies

Organization

Zenith Technology, Inc. (the "Company" or the "Registrant") is a publicly held
Nevada corporation organized on December 2, 1998.

Changes in Control

On December 20, 2002, Prime Companies, Inc. ("Prime Companies") and Tiger Fund
(TM), Inc. (the "Tiger Fund") entered into a stock purchase agreement, (the
"Tiger Fund Stock Purchase Agreement") pursuant to which Prime Companies sold
25,824,317 shares of the Company's common stock, par value $.0001 (the "Common
Stock") they owned to the Tiger Fund for $90,000 cash. The shares of Common
Stock purchased by the Tiger Fund constituted 90% of the Company's total issued
and outstanding shares of Common Stock as of December 20, 2002 giving it control
of the Company. On May 9, 2003, the Company's Board of Directors authorized
Tiger Fund's purchase of an additional 19,476,781 shares of Common Stock upon
their issuance of a $19,477 promissory note to the Company. The Tiger Fund is an
Irvine, California based business development company whose strategy for its
investment in the Company is to introduce and merge the Company with a viable,
revenue generating and potentially profitable private business (see Note 5).

Nature of Operations

During 2003 and 2002 the Company was not an operating company and had negligible
activity.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent 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.

Income Taxes

The Company accounts for income taxes using the asset and liability approach.
The measurement of deferred tax assets is reduced, if necessary, by the amount
of any tax benefits that, based on available evidence, management does not
expect to be realized. As of December 31, 2003, the Company has net operating
loss carry-forwards approximating $131,000. Pursuant to section 382 of the
Internal Revenue Code, utilization of these losses may be limited upon a
substantial change in the Company's ownership (see Note 5).


                            EXHIBIT (99.1) - Page 9
<PAGE>

ZENITH TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Basic and Diluted Loss Per Share

Basic and diluted per share results for 2003 and 2002 were computed based on the
net loss allocated to the common stock for the respective periods. The weighted
average number of shares of common stock outstanding during the period was used
in the calculation of basic loss per share. In accordance with FAS 128,
"Earnings Per Share," the weighted average number of shares of common stock used
in the calculation of diluted per share amounts is adjusted for the dilutive
effects of potential common shares including, (i) the assumed exercise of stock
options based on the treasury stock method; and (i) the assumed conversion of
convertible preferred stock only if an entity records earnings from continuing
operations, as such adjustments would otherwise be anti-dilutive to earnings per
share from continuing operations. As a result of the Company recording a loss in
both 2003 and 2002, the average number of common shares used in the calculation
of basic and diluted loss per share are identical.

Stock Options and Similar Equity Instruments

As of December 31, 2003, the Company has not issued any stock options, or
similar instruments, to its employees. Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock Based Compensation," allows
for the option of recording stock options to employees using Accounting
Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to
Employees" while disclosing the effects, on a pro forma basis, of using SFAS No.
123 in the footnotes to the financial statements. SFAS No. 123 also applies to
transactions in which an entity issues its equity instruments to acquire goods
or services from non-employees. Those transactions must be accounted for based
on the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.

New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional financial support from other parties. FIN 46 is effective for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after December 15, 2003. In December 2003, the FASB issued
Interpretation No. 46(R) ("FIN 46R") which revised certain provisions of FIN 46.
Publicly reporting entities that are small business issuers must apply FIN 46R
to all entities subject to FIN 46R no later than the end of the first reporting
period that ends after December 15, 2004 (as of December 31, 2004, for a
calendar year enterprise) The effective date includes those entities to which
FIN 46 had previously been applied. However, prior to the application of FIN
46R, a public entity that is a small business issuer shall apply FIN 46 or FIN
46R to those entities that are considered special-purpose entities no later than
as of the end of the first reporting period that ends after December 15, 2003
(as of December 31, 2003 for a calendar year


                            EXHIBIT (99.1) - Page 10
<PAGE>

ZENITH TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

enterprise). The Company does not expect the adoption of FIN 46 or FIN 46(R) to
have a material effect on its consolidated financial position or results of
operations.

In April 2003, SFAS 149, "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities" ("SFAS 149") was issued. SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under FASB Statement No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities". This
statement is effective for contracts entered into or modified after June 30,
2003.

During 2003, SFAS 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("SFAS 150") was issued. SFAS
150 establishes standards for classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in certain cases). The provisions of SFAS 150 are
effective for instruments entered into or modified after May 31, 2003 and
pre-existing instruments as of July 1, 2003. On October 29, 2003, the FASB voted
to indefinitely defer the effective date of SFAS 150 for mandatorily redeemable
instruments as they relate to minority interests in consolidated finite-lived
entities through the issuance of FASB Staff Position 150-3.

In December 2003, a revision of SFAS 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits" was issued, revising disclosures about
pension plans and other post retirements benefits plans and requiring additional
disclosures about the assets, obligations, cash flows, and net periodic benefit
cost of defined benefit pension plans and other defined benefit postretirement
plans.

The Company expects that the adoption of the new statements will not have a
significant impact on its financial statements.

Note 2: Related Party Transactions

Expenses and Debts Arranged for Payment by the Tiger Fund

During 2003, the Tiger Fund arranged for payment on the Company's behalf $14,846
of legal fees, $7,626 of auditing fees, and provided the Company with office
space valued at $7,200. In addition, the Tiger Fund arranged for repayment of
$11,000 in amounts the Company owed to Prime Companies, who was a controlling
shareholder until December 20, 2002. As of December 31, 2003, the Tiger Fund
contributed all such amounts to the Company's paid-in capital.

Management Consulting Agreement with Strategy Partners, LLC

On December 22, 2003, the Company entered into a management consulting agreement
with a related party, Strategy Partners, LLC ("Strategy Partners") (the
"Strategy Partners Management Agreement"). The management consulting agreement
has an initial term of six months and automatically renews


                            EXHIBIT (99.1) - Page 11
<PAGE>

ZENITH TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

for an additional six months unless cancelled within 60 days prior the end of
the initial six month term.

Pursuant to the Strategy Partners Management Agreement, the Company issued
5,217,000 shares of Common Stock, valued at $783,000, such shares having been
contributed by the Tiger Fund and reissued to Strategy Partners as payment for
the first twelve months of their management services. These shares were
subsequently registered on Form S-8. The $783,000 will be ratably expensed in
2004 and such amount is presented as a contra-equity account as of December 31,
2003. If Strategy Partners is able to assist the Company in the closing of any
financing, sale of assets, merger, acquisition or combination, the Company has
agreed to issue to them a warrant to purchase 2,500,000 shares of Common Stock
for $.25 per share and to pay them a percentage of the gross value of proceeds
received by the Company equal to 5% of the first $1,000,000 of gross proceeds,
plus 4% of gross proceeds between $1,000,001 and $2,000,000, plus 3% of gross
proceeds between 2,000,001 and $3,000,000, plus 2% of gross proceeds greater
than $3,000,000. The Company may have to record additional stock based
compensation expense related to the warrant, if it is issued, based on, among
other factors, the price of the Company's common stock at the time that the
warrant is issued.

Note Receivable from Tiger Fund

On May 9, 2003, the Company's Board of Directors authorized Tiger Fund's
purchase of an additional 19,476,781 shares of Common Stock upon their issuance
of a $19,477 promissory note to the Company, subsequent to which, the Tiger Fund
owned the maximum number of shares permitted by the Tiger Fund Stock Purchase
Agreement. The note accrues interest annually at a rate equal to the 90 day
treasury rate published in the Wall Street Journal on January 1st of each year,
an effective rate of 1% at December 31, 2003, with all principal and interest
due in forty-eight (48) months. The Company has recorded $139 of interest income
for 2003.

Note 3: Capital Stock

Common Stock

As of December 31, 2003, the authorized number of shares of common stock, par
value $0.0001, is 100,000,000 shares of which 52,170,464 shares are issued and
outstanding (see Note 5).

On April 25, 2003, the Company compensated a management consultant by issuing
him 4,000,000 shares of Common Stock which were subsequently registered on Form
S-8. The fair value of the shares granted to the consultant was $40,000, which
was expensed during 2003 as a non cash stock based compensation expense.

Pursuant to the Strategy Partners Management Agreement (see Note 2), on December
22, 2003 the Company authorized the issuance of 5,217,000 shares of Common Stock
valued at approximately $.15 per share to Strategy Partners as payment for the
first twelve months of their management consulting services. These shares have a
fair value of $783,000 which is presented in the


                            EXHIBIT (99.1) - Page 12
<PAGE>

ZENITH TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

stockholders' equity section of the financial statements as deferred
compensation which will be expensed ratably over 2004. The Strategy Partners
Management Agreement has an initial term of six months with an automatic six
month extension. In the event that the Strategy Partners Management Agreement
was cancelled with notice prior to the automatic six month renewal date, any
remaining balance in the deferred compensation would be expensed at such
cancellation date.

Note 4: Stock Options

During 2003, the Company adopted two stock options plans, the "Management
Incentive Plan", which provided for the issuance of options to purchase up to
5,000,000 shares of common stock, and the "Stock Incentive Plan" providing for
the issuance of options to purchase up to 250,000 shares of common stock, as
defined under the Plans (see Note 5.). On May 9, 2003, the Company's Board of
Directors authorized additional shares of stock to be available under the Stock
Incentive Plan bringing the total amount of shares available to 13,099,220. In
2003, no stock options were granted under these Plans, however, in 2003 stock
grants of 4,000,000 and 5,217,000 (see Note 3.) were made pursuant to the Stock
Incentive Plan.

Note 5. Subsequent Events

Preliminary Information Statement

The Company filed a preliminary information statement dated January 28, 2004 on
Form 14C pursuant to which Company is notifying its shareholders that it's Board
of Directors have approved the following:

        *  The change in the name of the Company from Zenith Technology, Inc. to
           Adsouth Partners, Inc.

        *  The increase in authorized shares of Common Stock from 100,000,000
           shares to 500,000,000 shares.

        *  The authorization of 5,000,000 shares of preferred stock of which
           3,500,000 shares of preferred stock have been designated as the
           Series A Convertible Preferred Stock. Each share of the Series A
           Preferred Stock may be converted into 100 shares of Common Stock upon
           any "change of control" of the Company.

        *  The amendment and restatement of the Company's Management Incentive
           Plan and Stock Incentive Plan to reflect the Company's name change
           and to increase the number of shares available for grant under the
           plans to 15,000,000 under the Stock Incentive Plan and 5,617,046
           under the Management Incentive Plan. No issuances of stock options
           have been made pursuant to the amended plans as of February 25, 2004.


                            EXHIBIT (99.1) - Page 13
<PAGE>

ZENITH TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Adsouth Acquisition

On January 4, 2004, the Company, the Tiger Fund, Adsouth, Inc., John P. Acunto
and Angela E. Acunto entered into a share exchange transaction, pursuant to
which the Tiger Fund transferred 28,000,000 shares of Common Stock it owned to
the two shareholders of Adsouth, Inc, Mr. John P. Acunto and Ms. Angela E.
Acunto who issued 100% of their equity ownership in Adsouth, Inc. to the Company
(the "Adsouth Acquisition"). Upon the completion of the Adsouth Acquisition,
control of the Company had changed whereby, Mr. John P. Acunto and Ms. Angela
Acunto owned 53.67%, the Tiger Fund owned 23.16% and Strategy Partners owned
9.99% of the total issued and outstanding Common Stock, respectively.

Because the Adsouth Acquisition resulted in its former owners gaining control of
the Company, the transaction will be accounted for as a reverse acquisition.
Effective with the acquisition date, our balance sheet will include the assets
and liabilities of Adsouth, Inc. and our equity accounts will be recapitalized
to reflect the net equity of Adsouth, Inc. In addition, effective with the
acquisition date, and for all reporting periods thereafter, our operating
activities, including the prior comparative period, will include only those of
Adsouth, Inc. However the transaction was consummated on January 4, 2004,
subsequent to the date of the Company's 2003 fiscal year end and as such, the
December 31, 2003 financial statements of Zenith do not include any of the
accounts or operations of Adsouth, Inc.

The following pro forma unaudited results assume that the Adsouth Acquisition
had occurred on July 8, 2003, the date of inception of Adsouth, Inc.

For the Year Ended December 31, 2003              Historical        Pro Forma
----------------------------------------------  --------------    -------------

Revenues                                        $           -     $    789,456
==============================================  ==============    =============

Operating (loss) income                         $     (69,672)    $    385,258
==============================================  ==============    =============

(Loss) income before pro forma income taxes     $     (69,672)    $    385,258
Pro forma income taxes                                      -          149,395
----------------------------------------------  --------------    -------------
Net (loss) income                               $     (69,672)    $    235,863
==============================================  ==============    =============

Weighted average shares outstanding                43,345,729       43,345,729
==============================================  ==============    =============

Net (loss) income per share                            ($0.00)           $0.01
==============================================  ==============    =============


                            EXHIBIT (99.1) - Page 14
<PAGE>

ZENITH TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Tiger Fund Equity Investment

Pursuant to the Adsouth acquisition, the Tiger Fund has committed to provide the
Company with a total of $1 million in equity funding during 2004. As of February
25, 2004, the Tiger Fund has provided the Company with approximately $260,000 of
such funds. For the $1,000,000 investment, the Tiger Fund will receive a warrant
to purchase 2,000,000 shares of Common Stock at $1 per share.




                            EXHIBIT (99.1) - Page 15
<PAGE>

Exhibit (99.2)

The following exhibit comprises the Adsouth, Inc. Financial Statements as
specified by Item 7 of Part II of Form 10-KSB.




                            EXHIBIT (99.2) - Page 1
<PAGE>

                                  ADSOUTH, INC.

                            2003 FINANCIAL STATEMENTS




                            EXHIBIT (99.2) - Page 2
<PAGE>

ADSOUTH, INC.
INDEPENDENT AUDITORS REPORT

To the Stockholders
Ad South, Inc.

We have audited the accompanying balance sheet of Ad South, Inc. (the "Company")
as of December 31, 2003, and the related statements of income, changes in
stockholders' equity, and cash flows for the period from July 8, 2003 (Date of
Inception) to December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ad South, Inc. as of December
31, 2003, and the results of its operations and its cash flows for the period
from July 8, 2003 (Date of Inception) to December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.

/s/ Marcum & Kliegman LLP

New York, New York
February 6, 2004


                            EXHIBIT (99.2) - Page 3
<PAGE>

ADSOUTH, INC.
STATEMENT OF INCOME
FOR THE PERIOD FROM JULY 8, 2003 (DATE OF INCEPTION) TO
DECEMBER 31, 2003
--------------------------------------------------------------------------------

REVENUES                                                            $  789,456
--------------------------------------------------------------------------------
OPERATING EXPENSES:
   Media placement and production costs                                274,773
   Salaries, payroll taxes and contract labor                           64,174
   Professional fees                                                     9,775
   Selling, general and administrative expenses                         55,272
   Depreciation                                                            204
--------------------------------------------------------------------------------
      Total operating expenses                                         404,198
--------------------------------------------------------------------------------
NET INCOME                                                          $  385,258
--------------------------------------------------------------------------------

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


                            EXHIBIT (99.2) - Page 4
<PAGE>

ADSOUTH, INC.
BALANCE SHEET
AS OF DECEMBER 31, 2003
--------------------------------------------------------------------------------

ASSETS
CURRENT ASSETS:
Cash                                                               $    15,660
--------------------------------------------------------------------------------
Total current assets                                                    15,660
--------------------------------------------------------------------------------

Property and equipment, net                                             12,889
--------------------------------------------------------------------------------

Other Assets:
Security Deposits                                                        1,000
--------------------------------------------------------------------------------
TOTAL ASSETS                                                       $    29,549
--------------------------------------------------------------------------------


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                   $    18,100
Accrued payroll tax obligations                                          3,806
--------------------------------------------------------------------------------
Total current liabilities                                               21,906
--------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Common stock, $1 par value; 10,000 shares authorized,
 issued and outstanding                                                 10,000
Additional paid-in capital                                               9,829
Accumulated deficit                                                    (12,186)
--------------------------------------------------------------------------------
Total stockholders' equity                                               7,643
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $    29,549
--------------------------------------------------------------------------------

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


                            EXHIBIT (99.2) - Page 5
<PAGE>

ADSOUTH, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 8, 2003 (DATE OF INCEPTION) TO
DECEMBER 31, 2003
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                          $  385,258
Adjustments to reconcile net income to net cash
 provided by operating activities:
Depreciation                                                               204
Changes in assets and liabilities:
Accounts payable                                                        18,100
Accrued payroll tax obligations                                          3,806
--------------------------------------------------------------------------------
Net cash provided by operating activities                              407,368
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                  (13,093)
Security deposits                                                      (1,000)
--------------------------------------------------------------------------------
Net cash used in investing activities                                 (14,093)
--------------------------------------------------------------------------------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Shareholder distributions                                            (377,615)
--------------------------------------------------------------------------------
Net change in cash                                                     15,660
Cash - Beginning of period                                                  -
--------------------------------------------------------------------------------
Cash - End of period                                                $  15,660
--------------------------------------------------------------------------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                                              $       -
--------------------------------------------------------------------------------
Cash paid for income taxes                                          $       -
--------------------------------------------------------------------------------

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

Supplemental Disclosure of Non Cash Investing and Financing Activities

On October 31, 2003, John P. Acunto and Angela E. Acunto, the Company's founders
and Chairman and Vice Chairman, donated net assets of $19,829 to the corporation
as consideration for all of the Company's common stock.

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


                            EXHIBIT (99.2) - Page 6
<PAGE>

ADSOUTH, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 8, 2003 (DATE OF INCEPTION) TO DECEMBER 31, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                    <C>        <C>           <C>               <C>              <C>

                                                            Common Stock           Additional
                                                       -----------------------      Paid-in         Accumulated
                                                         Shares       Amount        Capital            Deficit            Total
------------------------------------------------------ ---------- ------------  ---------------   ---------------  ---------------

Balance at July 8, 2003 (date of inception)                    -   $        -      $        -       $         -      $          -
Capital contributed upon Incorporation                    10,000       10,000           9,829                 -            19,829
Shareholder return of capital and net distributions            -            -               -          (397,444)         (397,444)
Net income                                                     -            -               -           385,258           385,258
------------------------------------------------------ ---------- ------------  ---------------   ---------------  ---------------
Balance at December 31, 2003                              10,000   $   10,000      $    9,829       $   (12,186)            7,643
------------------------------------------------------ ---------- ------------  ---------------   ---------------  ---------------
</TABLE>

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


                            EXHIBIT (99.2) - Page 7
<PAGE>

ADSOUTH, INC.
NOTES TO FINANCIAL STATEMENTS

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

Note 1: Summary of Significant Accounting Policies

Nature of Operations

Adsouth, Inc. (the "Company") is a direct response marketing services company,
providing clients with advertising expertise in three broad areas: a)
advertising and media placement management, b) video and graphic design
production and c) creative consulting services.

Basis of Presentation

Prior to its incorporation, the Company's founders and chairman and vice
chairman, John P. Acunto and Angela Acunto, operated the business as sole
proprietors. On October 31, 2003, the Company was incorporated in the state of
Florida. The balance sheet as of December 31, 2003 represents the assets,
liabilities and equity of the corporation. The statement of operations, cash
flows and changes in stockholders' equity reflect the combined activity of the
Company's operation's for the period during which it was a sole proprietorship
(July 8, 2003 through October 31, 2003) and the period during which it was a
Corporation (November 1, 2003 through December 31, 2003).

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent 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.

Cash

The Company considers all highly liquid instruments with a maturity of three
months or less when purchased to be cash equivalents. As of December 31, 2003,
the Company has no investments in cash equivalents.

Revenue Recognition

The Company derives revenue from fees earned from the placement of advertising,
fees earned from the production of advertising, fees earned from creative
advertising and public relations consulting. The Company's advertising services
revenue is derived from billings that are earned when the media is placed, from
fees earned as advertising services are performed and from production services
rendered. In addition, incentive amounts may be earned based on qualitative
and/or quantitative criteria. In the case of media placements, revenue is
recognized as the media placements appear. During 2003, the Company was the
primary obligor and carried all of the credit


                            EXHIBIT (99.2) - Page 8
<PAGE>

ADSOUTH, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

risk for the media placements and accordingly, recorded the full amount of such
billings from the media placements as revenue in accordance with Emerging Issues
Task Force Issue No. 99-19. In the case of consulting and production
arrangements, the revenue is recognized as the services are performed. The
Company's creative consulting revenue is generally earned on a fee basis, and in
certain cases incentive amounts may also be earned. As with fee arrangements in
advertising, such revenue is recognized as the work is performed. Incentive
amounts for advertising and marketing services are recognized upon satisfaction
of the qualitative and/or quantitative criteria, as set out in the relevant
client contract.

Property and Depreciation

The cost of property and equipment is depreciated generally using the
straight-line method over the estimated useful lives of the related assets,
which range from 5 to 7 years.

Long-lived Assets

Long-lived assets consist primarily of property and equipment. Property and
equipment are reviewed for impairment whenever events or circumstances indicate
their carrying value may not be recoverable. When such events or circumstances
arise, an estimate of the future undiscounted cash flows produced by the asset,
or the appropriate grouping of assets, is compared to the asset's carrying value
to determine if an impairment exists pursuant to the requirements of SFAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". If the asset
is determined to be impaired, the impairment loss is measured based on the
excess of its carrying value over its fair value. Assets to be disposed of are
reported at the lower of its carrying value or net realizable value.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk are primarily cash deposits. Accounts at each financial institution
are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000.
At December 31, 2003 the Company had no amounts on deposit in excess of FDIC
insured limits. For the period from July 8, 2003 through December 31, 2003, 50%,
24% and 20% of the Company's total revenues were derived from three companies.
As of December 31, 2003, one of these customers, from which the Company derived
24% of its revenue during the period from July 8, 2003 through December 31,
2003, is no longer a customer.

Advertising Costs

Advertising costs are expensed as incurred and such amounts for the period from
July 8, 2003 through December 31, 2003 approximated $9,900.


                            EXHIBIT (99.2) - Page 9
<PAGE>

ADSOUTH, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

New Accounting Pronouncements

In December 2002, SFAS 148, "Accounting for Stock-Based Compensation ---
Transition and Disclosure (an Amendment of SFAS 123)" ("SFAS 148") was issued.
SFAS 148 provides alternative methods of transition for making a voluntary
change to fair value-based accounting for stock-based compensation. Effective
for interim periods beginning after December 15, 2002, SFAS 148 also requires
disclosure of pro forma results on a quarterly basis as if the Company had
applied the fair value recognition provisions of SFAS No. 123. This disclosure
requirement did not have an impact on our consolidated results of operations or
financial position.

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional financial support from other parties. FIN 46 is effective for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after December 15, 2003. In December 2003, the FASB issued
Interpretation No. 46(R) ("FIN 46R") which revised certain provisions of FIN 46.
Publicly reporting entities that are small business issuers must apply FIN 46R
to all entities subject to FIN 46R no later than the end of the first reporting
period that ends after December 15, 2004 (as of December 31, 2004, for a
calendar year enterprise) The effective date includes those entities to which
FIN 46 had previously been applied. However, prior to the application of FIN
46R, a public entity that is a small business issuer shall apply FIN 46 or FIN
46R to those entities that are considered special-purpose entities no later than
as of the end of the first reporting period that ends after December 15, 2003
(as of December 31, 2003 for a calendar year enterprise). The Company does not
expect the adoption of FIN 46 or FIN 46R to have a material effect on its
consolidated financial position or results of operations.

In April 2003, SFAS 149, "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities" ("SFAS 149") was issued. SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under FASB Statement No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities". This
statement is effective for contracts entered into or modified after June 30,
2003.

During 2003, SFAS 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("SFAS 150") was issued. SFAS
150 establishes standards for classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in certain cases). The provisions of SFAS 150 are
effective for instruments entered into or modified after May 31, 2003 and
pre-existing instruments as of July 1, 2003. On October 29, 2003, the FASB voted
to indefinitely defer the effective date of SFAS 150 for mandatorily redeemable
instruments as they relate to minority interests in consolidated finite-lived
entities through the issuance of FASB Staff Position 150-3.


                            EXHIBIT (99.2) - Page 10
<PAGE>

ADSOUTH, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

In December 2003, a revision of SFAS 132 "Employers' Disclosures about Pensions
and Other Postretirement Benefits" was issued, revising disclosures about
pension plans and other post retirements benefits plans and requiring additional
disclosures about the assets, obligations, cash flows, and net periodic benefit
cost of defined benefit pension plans and other defined benefit postretirement
plans.

The Company expects that the adoption of the new statements will not have a
significant impact on its financial statements.

Note 2: Property and Equipment

Property and equipment consist of:

Computer equipment                                                $      2,763
Equipment                                                                5,627
Furniture                                                                4,380
Computer software                                                          323
--------------------------------------------------------------------------------
                                                                        13,093
Less:  Accumulated Depreciation                                            204
--------------------------------------------------------------------------------
                                                                  $     12,889
--------------------------------------------------------------------------------

Depreciation expense totaled $204 during 2003.

Note 3: Income Taxes

As an S corporation, the Company is not subject to federal and state income tax.
On January 4, 2004, the Company no longer qualifies for S-Corp. status as a
result of it being acquired by Zenith Technology, Inc. (see Note 5).


Note 4: Lease Commitments

The Company leases office space pursuant to an operating lease which has an
initial expiration date of September 1, 2004. The Company's rental expense for
the period from July 8, 2003 through December 31, 2003 approximated $8,200.

Note 5: Subsequent Events

On January 4, 2004, pursuant to a share exchange agreement, John P. Acunto and
Angela Acunto, the Company's only stockholders, exchanged 100% of their equity
interest in the Company for a controlling interest in Zenith Technology, Inc., a
publicly held shell company. The transaction will be accounted for as a reverse
acquisition whereby Adsouth, Inc. is deemed the accounting acquirer. For
accounting purposes, Adsouth, Inc. will be treated as the continuing reporting
entity and reports


                            EXHIBIT (99.2) - Page 11
<PAGE>

ADSOUTH, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

required to be filed with the Securities and Exchange Commission filed after the
reverse acquisition will show financial results of Adsouth, Inc. for all periods
presented. On January 15, 2004, Zenith Technology, Inc. changed its name to
Adsouth Partners, Inc.




                            EXHIBIT (99.2) - Page 12
<PAGE>

Exhibit (99.3)

The following exhibit comprises the Pro Forma Combined Financial Statements of
Zenith Technology, Inc. (the Registrant) and Adsouth, Inc. as specified by Item
7 of Part II of Form 10-KSB.




                            EXHIBIT (99.3) - Page 1
<PAGE>

                          Pro Forma Condensed Combined
                             Financial Statements of
                             Zenith Technology, Inc.
                                and Adsouth, Inc.
                 As of and for the Year Ended December 31, 2003




                            EXHIBIT (99.3) - Page 2
<PAGE>

                             Zenith Technology, Inc.
                                       and
                                  Adsouth, Inc.

           Unaudited Pro Forma Condensed Combined Financial Statements

         The following pro forma condensed combined balance sheet as of December
31, 2003 and the pro forma condensed combined statement of operations for the
year ended December 31, 2003 give effect to Zenith Technology, Inc. ("Zenith" or
the "Company") reverse acquisition with Adsouth, Inc.

         The pro forma financial information is based on the historical
financial statements of Zenith and Adsouth, Inc. as of December 31, 2003 and for
the year ended December 31, 2003, giving effect to the reverse acquisition and
the assumptions and adjustments in the accompanying notes to the pro forma
condensed combined financial statements.

         The pro forma balance sheet gives effect to the reverse acquisition as
if it occurred on the balance sheet date. The pro forma statement of operations
for the year ended December 31, 2003 gives effect to the reverse acquisition as
if it had occurred on July 8, 2003 (the inception date of the business).

         The pro forma condensed combined financial statements have been
prepared by the Company's management based upon the historical financial
statements of Zenith and Adsouth, Inc. These pro forma condensed combined
financial statements may not be indicative of what would have occurred if the
reverse acquisition had actually occurred on the indicated dates and they should
not be relied upon as an indication of future results of operations.


                            EXHIBIT (99.3) - Page 3
<PAGE>

                   Zenith Technology, Inc. and Adsouth, Inc.
             Unaudited Pro Forma Condensed Combining Balance Sheet
                            As of December 31, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                              <C>                <C>             <C>               <C>              <C>

                                                             Historical                          Pro Forma Adjustments
                                                 -------------------------------    -----------------------------------------------
                                                      Zenith                                                             Pro Forma
                                                 Technology, Inc.   Adsouth, Inc.       Debit             Credit         Combined
                                                   -------------    ------------    -------------     -------------    ------------
ASSETS
CURRENT ASSETS:
Cash                                               $          -     $    15,660     $          -       $         -          15,660
------------------------------------------------------------------------------------------------------------------------------------
Total current assets                                          -          15,660                -                 -          15,660
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Property and equipment, net                                   -          12,889                -                 -          12,889
------------------------------------------------------------------------------------------------------------------------------------
Other Assets:
Security Deposits                                             -           1,000                -                 -           1,000
------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                       $          -     $    29,549     $          -       $         -     $    29,549
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                   $          -     $    18,100     $          -       $         -     $    18,100
Accrued payroll tax obligations                               -           3,806                -                 -           3,806
------------------------------------------------------------------------------------------------------------------------------------
Total Current liabilities                                     -          21,906                -                 -          21,906
------------------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Common stock, at par value                                5,217          10,000           10,000  [A]            -           5,217
Additional paid-in capital                              927,932           9,829          132,719  [A]            -         805,042
Deferred compensation - related party                  (783,000)              -                -                 -        (783,000)
Note receivable - stockholder                           (19,616)              -                -                 -         (19,616)
Accumulated deficit                                    (130,533)        (12,186)               -             142,719  [A]        -
------------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                    -           7,643          142,719             142,719         7,643
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $          -     $    29,549     $    142,719            $142,719   $    29,549
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to unaudited pro forma condensed combined financial statements.


                            EXHIBIT (99.3) - Page 4
<PAGE>

                   Zenith Technology, Inc. and Adsouth, Inc.
        Unaudited Pro Forma Condensed Combining Statement of Operations
                      For the Year Ended December 31, 2003
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                              <C>                <C>             <C>               <C>              <C>

                                                             Historical                          Pro Forma Adjustments
                                                 -------------------------------    -----------------------------------------------
                                                      Zenith                                                             Pro Forma
                                                 Technology, Inc.   Adsouth, Inc.       Debit             Credit         Combined
                                                   -------------    ------------    -------------     -------------    ------------
REVENUES                                           $           -    $    789,456    $           -     $         -      $   789,456
------------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
   Media placement and production costs                        -         274,773                -               -          274,773
   Salaries, payroll taxes and contract labor                  -          64,174                -               -           64,174
   Professional fees                                      22,472           9,775                -          22,472  [B]       9,775
   Selling, general and administrative expenses            7,200          55,272                -           7,200  [B]      55,272
   Depreciation                                                -             204                -               -              204
   Non cash stock based compensation expense              40,000               -                           40,000  [B]           -
------------------------------------------------------------------------------------------------------------------------------------
      Total operating expenses                            69,672         404,198                -          69,672          404,198
------------------------------------------------------------------------------------------------------------------------------------
OPERATING (LOSS) INCOME                                  (69,672)        385,258                -         (69,672)         385,258
   Interest income, related party                            139               -                -             139  [B]           -
------------------------------------------------------------------------------------------------------------------------------------
(LOSS) INCOME BEFORE PRO FORMA INCOME TAXES              (69,533)        385,258                -         (69,533)         385,258
Pro forma provision for income taxes                           -               -          149,395  [C]          -          149,395
------------------------------------------------------------------------------------------------------------------------------------
PRO FORMA NET (LOSS) INCOME                        $     (69,533)   $    385,258    $    (149,395)    $   (69,533)     $   235,863
------------------------------------------------------------------------------------------------------------------------------------

Basic and Diluted (Loss) Income per Common Share:
   Pro Forma Net (Loss) Income                            ($0.00)                                                            $0.01
------------------------------------------------------------------------------------------------------------------------------------

Weighted average number of common shares outstanding  43,345,729                                                        43,345,729
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to unaudited pro forma condensed combined financial statements.


                            EXHIBIT (99.3) - Page 5
<PAGE>

                   Zenith Technology, Inc. and Adsouth, Inc.
      Notes to Unaudited Pro Forma Condensed Combined Financial Statements
--------------------------------------------------------------------------------

Acquisition by Zenith Technology, Inc. of Adsouth, Inc.

On January 4, 2004, Zenith Technology, Inc., the Tiger Fund(TM), Inc., Adsouth,
Inc., John P. Acunto and Angela E. Acunto entered into a share exchange
transaction, pursuant to which the Tiger Fund issued 28,000,000 shares of Zenith
Technology, Inc. common stock it owned to the two shareholders of Adsouth, Inc.,
Mr. John P. Acunto and Ms. Angela E. Acunto who transferred 100% of their equity
ownership in Adsouth, Inc. to the Company (the "Adsouth Acquisition"). Upon the
completion of the Adsouth Acquisition, control of the Company had changed
whereby, Mr. John P. Acunto and Ms. Angela Acunto owned 53.67%, the Tiger Fund
owned 23.16% and Strategy Partners owned 9.99% of the total issued and
outstanding Common Stock, respectively.

Basis of Presentation

Because the Adsouth Acquisition resulted in its former owners gaining control of
the Company, the transaction is accounted for as a reverse acquisition.
Effective with the acquisition date, our balance sheet will include the assets
and liabilities of Adsouth, Inc. and our equity accounts will be recapitalized
to reflect the net equity of Adsouth, Inc. In addition, effective with the
acquisition date, and for all reporting periods thereafter, our operating
activities, including the prior comparative period, will include only those of
Adsouth, Inc.

Note A - Recapitalization of Equity

         In accounting for the reverse acquisition, the equity of Adsouth, Inc.,
as the surviving company, and Zenith Technology, Inc., as the acquired company,
is recapitalized whereby, the beginning period balance in the accumulated
deficit account reflects the beginning accumulated deficit of Adsouth, Inc. and
the common capital accounts reflect that of Zenith Technology, Inc. The pro
forma adjustments related to the share exchange are as follows:

   Elimination of Adsouth, Inc. capital accounts:
      Common stock, at par value                                    $  (10,000)

   Elimination of historical accumulated deficit:
      Accumulated deficit of Zenith                       130,533
      Accumulated S-Corp. deficit of Adsouth, Inc.         12,186      142,719
                                                       ------------ -----------
Recapitalization to paid-in capital                                 $  132,719
-------------------------------------------------------------------------------

Note B - Statement of Operations

         For purposes of the pro forma statement of operations, all operating
activity of Zenith Technology, Inc., the acquired company, is eliminated.


                            EXHIBIT (99.3) - Page 6
<PAGE>

                   Zenith Technology, Inc. and Adsouth, Inc.
      Notes to Unaudited Pro Forma Condensed Combined Financial Statements
--------------------------------------------------------------------------------

Note C - Pro Forma Income Taxes

         As an S corporation, Adsouth, Inc is not subject to federal and state
income tax. On January 4, 2004, the Company no longer qualifies for S-Corp.
status as a result of it being acquired by Zenith Technology, Inc. As of
December 31, 2003, Zenith Technology, Inc. has net operating loss carry-forwards
approximating $131,000. Pursuant to section 382 of the Internal Revenue Code,
utilization of these losses may be limited due to the substantial change in
Zenith Technology, Inc. ownership. The pro forma provision for income taxes for
2003 consists of:

Current:
Federal                                                             $ 123,351
State                                                                  20,824
-------------------------------------------------------------------------------
                                                                      144,175
-------------------------------------------------------------------------------
Deferred:
Federal                                                                 4,511
State                                                                     709
-------------------------------------------------------------------------------
                                                                        5,220
-------------------------------------------------------------------------------
Provision for income taxes                                          $ 149,395
-------------------------------------------------------------------------------

The effective tax used to calculate the pro forma income tax provision varies
from the U.S. Federal statutory rate for 2003 due to the following:

U.S. Federal statutory tax rate                                         35.0%
State income taxes, net of federal benefit                               3.5%
All other                                                                0.3%
-------------------------------------------------------------------------------
Effective tax rate                                                      38.8%
-------------------------------------------------------------------------------

The deferred tax liability of $5,220 as of December 31, 2003 is the temporary
difference between book depreciation and the section 179 expensing election used
for tax purposes.


                            EXHIBIT (99.3) - Page 7