SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10 - KSB/A
                                 (Amendment No. 1)
                             Filed on August 21, 2002

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

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

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

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

     409  Center  Street,  Yuba  City,  CA                  95991
     -------------------------------------                  -----
     (Address  of  principal  executive  offices)        (Zip  Code)


                    Issuer's telephone number  (530) 790-0246
                                               --------------

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

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

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


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

                                   Yes X  No
                                      ---   ---

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

State  issuer's revenues  for  the  most  recent  fiscal  year. . .. . .$235

As of March 31, 2002 there were 28,693,683 shares of the Company's  Common Stock
outstanding.  The aggregate market value of voting stock held by  non-affiliates
of the registrant on March 31, 2002 was $unknown/no quoted market.

Documents  incorporated  by  reference:

None


ITEM  1.   DESCRIPTION  OF  BUSINESS

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

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

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

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

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

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

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

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

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

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


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


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

Zenith  Technology,  Inc. was organized to engage in the research and commercial
development of a flat plane antenna with applications to  receive  and  transmit
voice and data wirelessly, at any frequency a potential  antenna  supplier might
choose  to  market  its  products  to  the  telecommunications  industry.  After
extensive  due  diligence  into the  patent  for  the  flat  plane antenna under
review,  it  was determined in  1999  that  the  commercial  development  of the
proposed  antenna  technology  would  not  be  commercially  viable. The Company
therefore  never initiated  operations to market the antenna.  The due diligence
expenses  incurred were  borne  by  Prime Companies, Inc., the parent company to
Zenith, and treated as a capital contribution.

In  June  2001  the Company became aware of  a  commercial  opportunity to offer
"One Plus" voice long  distance  service to consumers and businesses  throughout
the   United  States   as   a  reseller  utilizing  the   infrastructure   of  a
Competitive  Local  Exchange  Carrier.  This procedure  enabled  the  Company to
quickly enter the long distance business without the need  to  make  any capital
investment for infrastructure  equipment  or software.  The Company entered into
a Reseller Agreement with Available Telecom Services, Inc.  in  June  2001.  The
Agreement provides that Available will provide Zenith with Prepaid Long Distance
Rate Plans and that Zenith will provide Available with forecasts of  anticipated
monthly  sales  forecasts to enable Available to anticipate its  network  growth
requirements.  The  Agreement  has  an  initial  term  of two years  and  has  a
provision for one year automatic renewals.  Zenith received its first order  for
services on  July 30, 2001 for $12 of prepaid long distance services.  A copy of
the Agreement is attached as an exhibit to this filing.

The  Company  intends  to  maintain  its  One  Plus service over the next twelve
months. The Company can do this under its present  mode  of  operation  and does
not need to raise additional funds to accomplish this.  However,  to  expand the
business from its existing minimal level of revenues, additional  funds would be
required for marketing and operational personnel.  As the capital  markets  have
not yet reopened for telecommunications companies like Zenith,  the  Company  is
exploring various alternatives to  enhance  value  to  the  shareholders.  These
include the possibility of a merger  with,  or acquisition by, a larger company.
The  Company  is  not  performing  any  product  research and development,  does
Not expect to purchase any significant equipment, and does  not  expect to  make
significant changes to the  number  of  employees,  unless  the  attitude of the
participants in the capital  markets  changes from pessimism to a more favorable
attitude.

At December 31, 2001 there were no preliminary agreements  nor understandings to
acquire any businesses, nor were there any agreements or  understandings for the
accumulation of capital to finance the existing business, or any acquisitions.



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

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

Zenith  offers  "One Plus"  voice long  distance  services  to  residential  and
business  users  throughout the United  States.  The One Plus service  enables a
caller to make a long  distance  telephone  call  without  the need to enter a 7
digit carrier code, nor the need to enter a PIN (personal identification number)
code, which can be as long as 15 digits. The customer  authorizes us to have his
local  telephone  company  establish our carrier as the customer's long distance
and local toll carrier. When this is accomplished, all local toll calls and long
distance calls made by the customer are routed through our carrier's  equipment,
and long  distance  and local toll call  revenue  is  generated  by Zenith.  The
initial markets for the service are California,  Pennsylvania,  and New York. In
each of these  states  Prime has an operating  subsidiary  offering  Competitive
Local Exchange Carrier ("CLEC") services. In California our target customers are
consumers who purchase  unlimited local telephone service on a prepaid basis. In
Pennsylvania  and New  York,  our  target  customers  are  businesses  in  rural
communities who obtain high-speed internet access using wireless fixed broadband
equipment and services.


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


The One Plus  service  offered  by  Zenith  is not new to the  marketplace.  The
opportunity  afforded  Zenith  is the  ability  to offer the  service  at better
pricing  than  generally  available  to the  customers,  coupled  with  superior
customer service and state of the art provisioning software.  Heretofore,  these
customers have generally either paid at least 33% more for similar  service,  or
have had to dial additional carrier codes, requiring the user to press  as  many
as 5 to 7 additional buttons  to make an outgoing long distance telephone  call.


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

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


On February 26, 1999 the Company acquired certain intellectual  property  rights
from AVE, Inc. for $50,000.  Payment for these rights was made to  Ave in  April
1999 through the issuance of 25,000 shares of Prime to Ave and 25,000 shares  of
Prime to Gene Klawetter, the principal officer of Ave.  Additionally,  in  March
1999 a $5,000 payment was made by Prime to Mr. Klawetter for consulting services
provided by him related to  the acquisition of the intellectual property rights.
Such property rights included research and development toward a new form of flat
plane antenna technology.  The Company believed that additional research,  based
upon  the  body of  existing  knowledge,  could  have  lead to  development  and
eventual production and sale of antenna product(s).  The Company  believed  that
there   may   have  been  a  viable   market   for  such  products  in  the  DBS
(direct broadcast satellite) television industry.  After extensive due diligence
it was determined later in 1999 that the commercial  development of the proposed
antenna technology would not be commercially viable.


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

The Company is operating as an agent  reseller of voice long  distance  services
for  a  CLEC  with  headquarters  in  Florida.  The  Company  does  not  require
governmental  approval  for any of its  activities  and has  incurred no cost or
expense with respect to compliance with federal,  state and local  environmental
laws. No single customer has a material effect on the Company's  operations.  At
this time the Company is relying upon the ability of the CLEC it has  contracted
with for  provisioning  the customers  and  providing  One Plus voice  telephone
services.  This  single  vendor  may have a  material  effect  on the  Company's
operations.


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

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


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

The Zenith  strategy  is to build a  recognized  and  respected  brand name as a
leader in One Plus voice telephone service, providing  superior customer service
at competitive prices.


The Company intends to  capitalize  on  the  marketing efforts of its affiliated
companies,  which offer prepaid residential dialtone services and fixed wireless
broadband services.  Zenith offers its One Plus prepaid voice telephone services
to  residential  users.  Until  such  time  as  the  Company  is  able  to raise
additional  capital for an extensive marketing program, revenues may be expected
to be minimal.


Zenith uses the Internet to interface with the CLEC infrastructure equipment for
the provisioning of long distance voice telephone service to our customers.

The Company's internet site is http://www.zenith-technology.com.


ITEM 2.   DESCRIPTION OF PROPERTIES


The Company does not currently  own  nor  lease any property.  It  shares office
space with Prime Companies, Inc., the company that owns 90% of our common stock.
There were no  costs  to Zenith associated with this relationship as of December
31, 2001,  and  there are currently no plans for Zenith to pay Prime for the use
of its  office space.


ITEM 3.   LEGAL PROCEEDINGS

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

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


On July 26, 2001 the Company's sole shareholder (at that time), Prime Companies,
Inc., authorized an increase in  the  authorized  number of  common  shares from
ten million to one hundred million.


On that date the  sole  shareholder  also  authorized the Company to  distribute
2,869,366 common shares of the Company ("Spin-off Shares") pro-rata to the  more
than  1,200   individual  shareholders  of  Prime  Companies,  Inc.,   the  then
sole shareholder of Zenith, as a dividend-in-kind.


The business reasons why Prime spun off 10% of its ownership to its shareholders
were:

1) To provide access to financing for the development of  'one-plus' voice  long
distance service throughout the USA. The parent was unable to obtain funding for
this aspect of its business, as it was a very small component  of  the  parent's
projected operations.

2) To provide Zenith employees with  common  stock incentives,  based  upon each
employee's contribution to the success of the voice long distance  business.

3) To enable  and  enhance the  opportunity  to facilitate  Zenith's  ability to
conduct business with competitors  of  the parent company.  The  spin-off  would
also facilitate Zenith's ability to obtain agent or  reseller status  from  CLEC
(Competitive Local Exchange Carrier) competitors of the parent.


On that date the sole shareholder also approved the  appointment  of  Stonefield
Josephson, Inc.  as  the  Company's auditor for the fiscal years ending December
31, 2001, and 2000.


ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                                    MARKET
                                    ------
On September 10, 2001 the Company filed an amended Form 10SB12G/A with  the  SEC
on a voluntary basis in order to: (1) provide  current,  public  information  to
the investment  community;  and  (2) to  comply  with  the  OTC  Bulletin  Board
Eligibility Rule. In mid October we received a "no review" letter  from the SEC.


On or about October 23,2001  NevWest  Securities  Corporation  filed form 15c211
with NASD Regulation, Inc.  to  enable the  Company's shares to be traded on the
OTC Bulletin Board.  The  NASD  responded  with comment letters, which have been
responded to  by NevWest.  We filed a second amended Form 10SB12G/A on March 14,
2002. On April 26, 2002 the NASD approved our shares to  be  quoted  on  the OTC
Bulletin Board.  There is no relationship between Zenith and NevWest, other than
the  fact  that NevWest conducted its due diligence on Zenith and agreed to file
form 15c211, in the hope of attracting new customers to its investment firm.


Through March 31, 2002 there has been no public market for our shares.

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

As of March 31, 2002 the number of shareholders of record of  common  stock  was
approximately 1,280,  including  approximately  1,010  non-objecting  beneficial
owners whose securities are held in street name. Non-objecting beneficial owners
are those shareholders who have their investment broker(s) keep their shares  in
street name, and do not object to have their identity disclosed to the companies
in which they have invested.


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


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


Plan of Operation
-----------------

The  Company  intends  to  maintain  its  One  Plus service over the next twelve
months. The Company can do this under its present  mode  of  operation  and does
not need to raise additional funds to accomplish this.  However,  to  expand the
business from its existing minimal level of revenues, additional  funds would be
required for marketing and operational personnel.  As the capital  markets  have
not yet reopened for telecommunications companies like Zenith,  the  Company  is
exploring various alternatives to  enhance  value  to  the  shareholders.  These
include the possibility of a merger  with,  or acquisition by, a larger company.
The  Company  is  not  performing  any  product  research and development,  does
Not expect to purchase any significant equipment, and does  not  expect to  make
significant changes to the  number  of  employees,  unless  the  attitude of the
participants in the capital  markets  changes from pessimism to a more favorable
attitude.



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

During the year ended December  31,  2001, total sales revenue increased to $235
from $-0- for the  corresponding   period  of  the  prior year. The increase  in
revenue is attributed to the  initiation of operations in July 2001.


The Company is not dependent on any one or a few major customers.



The gross  margin as a percent of revenues  was 35% for the year ended  December
31, 2001.  There is no comparable  figure for the  corresponding period  of  the
prior year.

The Company's selling,  general and administrative  expenses for the year  ended
December 31, 2001 increased  to $5,505 from $-0- for  the  corresponding  period
of the prior year.  This  increase  is  due  primarily  to legal and  accounting
expenses  related  to the filing of our Form  10SB12G  and Form  10SB12G/A  with
the Securities and Exchange Commission.


From the time Zenith was  organized  through  June  30,  2001,  Zenith   had  no
employees.  After July 1, 2001  Zenith  employed  4  part  time  employees,  all
of whom are  employees  of  Prime.  There  were  no  full  time  employees as of
December 31, 2001.


Interest  expense for the years ended  December  31,  2001 and 2000 was $-0-.

Interest  income  for the years ended  December  31,  2001 and 2000 was $-0-.

Income taxes for the years ending December 31, 2001 and 2000 was $-0-.


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

At December 31, 2001, the Company had cash of $-0- and working  capital of  $83.

Cash   used  in  operations  was  $5,505 for  the year ended  December  31, 2001
compared to cash used in operations of $-0-  for  the corresponding   period  of
the prior  year.  The cash  used in  operations  was  due  primarily  to   legal
and accounting  expenses  related  to  the  filing  of  our  Form  10SB12G   and
Form 10SB12G/A with the Securities and Exchange Commission.


Cash used  in  investing  activities  for the years ended December 30, 2001  and
2000 was  $-0-.


Funds provided by financing activities for the year ended December 30, 2001 were
$5,505 compared to funds provided  by  financing  activities  of  $134  for  the
corresponding  period of the prior year. The cash  provided in 2001 and 2000 was
a result of cash advances from Prime Companies, Inc.

Since inception, the parent company, Prime Companies,  Inc., has funded the cash
requirements of the Company.  The  Company owes Prime $11,058 as of December 31,
2001.  There are no formal agreements between Zenith and Prime  associated  with
the  cash  advances.  The accounts  are  maintained  by  both  companies as open
intercompany accounts payable/receivable.

As Zenith has no rent obligations nor payroll obligations,  management  believes
it can maintain  the  business at it present level of revenues  without  raising
additional  funds.   There   are   no  written  nor  unwritten   agreements   or
understandings between Zenith and Prime.  Management, however, believes that any
funds for corporate expenses, such as legal and/or accounting expenses, that may
be required will be available from Prime on the same terms as heretofore.


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

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

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

Investment in the Company's Common Stock must be considered speculative due to a
number of risk  factors  including, but not limited to, the fact that the shares
are not yet quoted in any public market.

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

The Chief  Executive  Officer  and the Chief  Financial  Officer of the  Company
beneficially  own  approximately  58% of the  outstanding  common  stock  of the
Company.  The  remaining  directors  and other  executive  officers of Prime own
approximately 13% of the outstanding  common stock of the Company.  Accordingly,
the Chief Executive Officer and Chief Financial Officer together,  or along with
the Board of  Directors  and other  executive  officers of Prime,  may  exercise
control over the Company,  including control over the election of directors, the
appointment  of officers,  and the  business  policies,  investments  and future
acquisitions,  if any, of the Company. Public shareholders' interests may not be
fully represented alongside the differing interests of management  shareholders,
if any.  The  large  percentage  of  shares  owned by these  persons  may have a
limiting  effect on the number of shares  available for trading in the secondary
market, which could have an adverse effect on price and liquidity.

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

The Company  intends to obtain the  necessary  interim and  long-term  financing
necessary  to  continue   operations,   to  fund  present  and  future   product
development,  and to  maintain  the  competitive  position of its One Plus voice
telephone products in their markets. There is no guarantee that the Company will
have the financial  ability to meet all of those goals.  The Company  expects to
raise  additional  capital  from  time  to  time by  private  placements  of the
Company's  securities and capital contributed by industry partners.  To date the
Company has not received any capital  contributions  from its industry partners.
There can be no  assurances  that there  will be any  market  for the  Company's
securities  or  that  sufficient  capital  can be  raised  by any  such  private
placements.  If capital is not available, it may not be possible for the Company
to grow existing  product  revenues or to operate  profitably in any market.  In
such event,  shareholders could lose their entire investment.


Competitors' Strengths Could Force Price Reductions, Damage Profit Prospects
----------------------------------------------------------------------------

The markets for the  Company's  One Plus product is intensely  competitive.  The
industry for example has  competitors and the ease of entry into the marketplace
is very low.  Many of the  Company's  present  or  prospective competitors  have
or  may  have  substantially greater  financial,  technical, marketing and sales
resources than the Company.  There can be no assurance that  the Company will be
able to compete effectively in the future. If the Company is  unable  to compete
effectively,  shareholders could have a lower return on their investment or lose
their entire investment.


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

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


Rapid Technological Change Exposes Subsidiaries To Competitive Disadvantages,
-----------------------------------------------------------------------------
Reductions in Sales, Profits, Growth Rates, Market Acceptance
-------------------------------------------------------------


The  market  for  the  Company's  One  Plus  product,  and the  services  of the
telecommunications  industry in general, is characterized by rapid technological
advances,  evolving industry standards,  changes in end-user  requirements,  and
frequent  new  product  introductions  and  enhancements.  The  introduction  of
hardware or software products  embodying new Technology and the emergence of new
standards could have an adverse effect on the Company's present One Plus product
or any products under development. The Company's future success will depend upon
its ability to enhance its present  products as well as  introduce  new products
that are responsive to technological  developments,  end-user requirements,  and
development  market  appeal.  Any failure by the Company to develop new products
and  enhancements  in a timely manner will have an adverse effect on the results
of the Company's  operations  and could result in the Company's  failure and the
loss of shareholders' investment.


Absence of a Market For The Company's Electronic-Commerce Products Increases
----------------------------------------------------------------------------
Risks of Loss on Investment, Failure to Achieve Growth Targets, Difficulty in
-----------------------------------------------------------------------------
Meeting Debt Service Requirements, Diminished Investor Confidence
-----------------------------------------------------------------

If a significant market for the Company's One Plus service does not develop, the
Company's  business may not grow  according to the  Company's  expectations  and
shareholder's prospects for capital gain will be diminished.


Competitive Pricing Pressures May Increase The Risk of Loss of Investment
-------------------------------------------------------------------------

Competitive pricing pressures might bring about a reduction in the average price
of the  Company's  One Plus  products,  resulting  in a decrease in revenues and
gross  margins.  Changes in product mix and other factors  might also  influence
prices. If price reductions occur, the Company's revenues will decline unless it
is able to offset these decreases by increasing its sales volumes.  In addition,
in order to maintain its gross  margins,  the Company must develop and introduce
new  products  and  product  enhancements,  and it must  continue  to reduce the
development and distribution  costs of its products.  There is no assurance that
the  Company  will  succeed in  implementing  corrective  action if any of these
declines  occur.   Failure  by  the  Company  to  implement  successful  pricing
strategies  and/or to develop new products to meet these  competitive  pressures
and/or to increase unit volumes  could result in the  Company's  failure and the
loss of shareholder's investment.


New Products May Contain Undetected Hardware and Software Errors, Which Increase
--------------------------------------------------------------------------------
Risk of Loss of Investment
--------------------------

New products the Company develops and/or markets may contain undetected hardware
and software errors,  which could require  significant  expenditures of time and
money to correct,  harm its relationships with existing customers and negatively
impact its reputation in the industry. If such problems should occur, and if the

Company  is  unable  to  rapidly  correct  any  such  problems,   there  may  be
consequences such as:

     o    Delay  or  loss of  market  acceptance  of the  Company's  products
     o    Significant warranty or other liability claims
     o    Diversion resources from product development efforts
     o    Significant  customer  relations problems
     o    Loss of credibility in the market
     o    Inability to sell its products until any errors are corrected

Any one or any combination of these  consequences  could result in a significant
loss in value of shareholders' investment.


Quarterly Fluctuations May Place Additional Burden on Working Capital,  and  the
--------------------------------------------------------------------------------
Need For Additional Investment
------------------------------

Management believes that Zenith's sales can fluctuate based on:

   o   The overall strength of the economy, timing, size and terms of customer
       orders
   o   Changes in customer buying patterns
   o   Uncertainties associated with the introduction of any new product or
       product enhancement
   o   The timing of the announcement and introduction of new products by the
       Company or its competitors
   o   The mix of products sold and the mix of distribution channels through
       which products are sold
   o   Deferrals of customer orders in anticipation of new products, services or
       product enhancement introduced by the Company or its competitors
   o   Technological developments affecting the electronic-commerce, business-
       to-business, and manufacturing software markets

Any failure by the Company to obtain sufficient lines of credit to support these
quarterly fluctuations, if any, could result in a decline in profitability and a
loss of shareholder value.


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

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


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

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


Reliance on Distribution Channel Increases Exposure From Competitors Strengths,
-------------------------------------------------------------------------------
and Company's Financial Constraints
-----------------------------------

The Company will rely on direct sales and  independent  distributors to sell its
products.  Distributors also represent other products that may either complement
or compete  directly  with  those of the  subsidiaries.  Independent  choices by
distributors  concerning which products receive their principal  attention,  the
development of new or enhanced products by competitors,  the Company's  relative
ability to compete  effectively with others in time-to-market  comparisons and a
large  number of  factors  under the  control  of  competitors  and  independent
distributors  may  adversely  effect the  Company's  future  operating  results.
Failure to attract and retain good distributors  and/or to implement more direct
marketing  efforts  could  result in a decline  in the  Company's  revenues  and
profits and a loss of investment by shareholders.


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

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


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



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

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

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

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


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

In January 2001, the FASB Emerging Issues Task Force issued EITF 00-27 effective
for  convertible  debt  instruments  issued  after   November  16,  2000.   This
pronouncement requires the use of the intrinsic value method for recognition  of
the detachable and imbedded  equity features  included  with  indebtedness,  and

requires  amortization of the amount associated with the convertibility  feature
over  the  life  of  the  debt  instrument rather than the period for which  the
instrument first  becomes  convertible.  Inasmuch as all debt  instruments  were
entered into prior to November 16, 2000 and all of the debt discount relating to
the  beneficial  conversion  feature  was  previously  recognized  as expense in
accordance with  EITF 98-5,  there  is  no impact on these financial statements.
This  EITF 00-27,  could impact future financial statements,  should the Company
enter into such agreements.

In July 2001, the FASB issued SFAS No. 141 "Business Combinations." SFAS No. 141
supersedes  Accounting Principles Boards  ("APB") No. 16  and  requires that any
business combinations  initiated  after June 30, 2001  be  accounted  for  as  a
purchase, therefore, eliminating the pooling-of-interest method defined  in  APB
16.  The statement  was effective  for   business combinations  initiated  after
June 30, 2001, and applies to all business combinations  accounted  for  by  the
purchase method for which the date of acquisition is July 1, 2001 or later.  The
adoption did not  have a material impact  on the  Company's  financial  position
or  results  of  operations,  since  the  Company  has  not participated in such
activities covered under this pronouncement.

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

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

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of  Long-Lived Assets."  Statement  144  addresses  the  accounting and
reporting  for  the  impairment  or disposal of long-lived assets. The statement
provides a single accounting model for long-lived assets to be disposed of.  New
criteria must be met to classify  the  asset  as  an  asset  held-for-sale. This
statement also focuses on reporting the effects of a disposal  of a segment of a
business.  This statement is effective for fiscal years beginning after December
15, 2001.  The Company does not expect the adoption to have a material impact to
the Company's financial position or results of operations.


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

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


ITEM  7.  FINANCIAL  STATEMENTS

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


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

None

                                    PART III

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

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

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

The following table sets forth the names, ages and positions with the Company as
of December 31, 2001 of all of the officers and directors (the "Named  Executive
Officers")  of the  Company.  Also  set  forth  below is  information  as to the
principal occupation and background for each person in the table.

 a)  Directors  and  Executive  Officers  of  the  Company


NAME             AGE  DIRECTOR SINCE              POSITION
---------------  ---  --------------  ---------------------------------
Norbert Lima      56       1999       Chief Executive Officer, Director

Stephen Goodman   58       1999       Chief Financial Officer,
                                      Corporate Secretary, Director

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


Norbert  Lima has been  President  and CEO and  Director  for the Company  since
August 1999.  Mr. Lima has over thirty years of  telecommunications  experience,
and will be  responsible  for  implementing  the Company's  operational  systems
across multiple markets.  Mr. Lima founded and operated  NACC-Tel,  a California
interconnect  company,  from  1984-1994,  where  he  served  as  Sales  Manager,
Technical  Services  Engineer,  and Installation  Manager.  NACC-Tel merged with
Pagers Plus  Cellular in 1994,  whereby  Mr.  Lima served as Vice  President  of
Engineering,  responsible for RF engineering and construction of 220 MHz systems
throughout  the  US.  Under  Mr.  Lima's  direction,  Pagers  Plus  successfully
constructed 150 five-channel 220 MHz systems throughout various states. In early
1998, Mr. Lima re-purchased  NACC-Tel,  along with certain assets of Pagers Plus
Cellular,  which was subsequently  acquired by Prime in 1999, and will remain in
operation as its wholly owned subsidiary.

Mr. Lima worked in various  positions for Pacific  Telephone for nineteen years,
most recently as Engineering  Manager from 1981-1983.  From 1979-1981,  Mr. Lima
was  District  Manager  of  Construction,  where  he was  responsible  for  five
construction  divisions  with  275  subordinates  and  an  operating  budget  of
approximately  US$16,000,000  per annum. Mr. Lima's career has taken him through
multiple  levels of the large telecom  company,  as he also spent eight years as
Outside Plant Engineer,  where he had responsibilities of planning and designing
pole lines,  conduit  structures,  and  underground/building  cables. Mr. Lima's
success  enabled  his  promotion  to  Engineering  Manager,  where  he  became a
supervisor  for several  Outside  Plant  Engineers,  and then Staff Manager from
1978-1979,  where he was  responsible for conducting  Outside Plant  Engineering
Reviews throughout the states of California and Nevada. Mr. Lima received his BS
in Industrial  Technology-Electronics  and his BA in Public  Administration from
Fresno State University in 1970.


Stephen Goodman has been Chief Financial  Officer,  Treasurer,  and Director for
the Company since August 1999. Mr. Goodman has worked in the  telecommunications
industry for over eight years,  serving as President  for both Secure  Cellular,
Inc. and Pagers Plus Cellular, of San Francisco, from 1992-1999. Mr. Goodman had
been responsible for the strategic direction of both of the  companies,  and led
Pagers Plus to be named the 25th fastest-growing  company  in the  San Francisco
Bay area in 1996. Mr. Goodman developed, structured, and negotiated the majority
of the business for  Pagers Plus,  which  provides  prepaid  cellular  telephone
services,  prepaid wireless services, and telephone systems to both consumer and
corporate customers throughout California.


Mr. Goodman is skilled in banking and finance,  having  accumulated  over thirty
years of experience working for various organizations. Mr. Goodman was President
of Contra Costa  Financial  Services,  Inc. from  1989-1992,  where he owned and
managed this commercial and  residential  mortgage  brokerage/banking  firm. Mr.
Goodman was  involved  with the FCC while at Contra  Costa  Financial  Services,
Inc.,  applying to  participate in the lottery for a new spectrum of Specialized
Mobile Radio licenses. From 1985-1989,  Mr. Goodman worked for various savings &
loan  companies,  and from  1977-1985  he served  as  President  of Bay  Capital
Corporation & House of Money.  Mr. Goodman worked in financial  public relations
on Wall Street from 1969-1970 and as a stockbroker  for Loeb,  Rhoades & Company
from  1965-1966.  Mr. Goodman served as Lieutenant  Junior Grade in the US Coast
Guard from  1966-1969.  Mr.  Goodman  received his JD from  William  Howard Taft
University  in 1995,  passing  the  California  Baby Bar in  1992.  Mr.  Goodman
received his BS in Economics from the University of Pennsylvania-Wharton  School
in  1965,  and  received  his MBA  with  distinction  in  Finance  from New York
University in 1969. He is currently in the process of joining the faculty of the
University of Phoenix and may teach undergraduate and graduate online courses in
finance and management.


ITEM  10.  EXECUTIVE  COMPENSATION

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

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

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


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT

The following  table sets forth as of December 31, 2001 the beneficial ownership
of the Company's outstanding shares of Common Stock by (i) the only persons  who
own of  record  or are known to own, beneficially, more than 5% of the Company's
Common Stock; (ii) each director of the Company, (iii) each executive officer of
the Company; and (iv) all directors and executive officers as a group.

<TABLE>
<CAPTION>



               Name of          Amount and
Title of       Beneficial       Nature of
Class          Owner            Interest     Percentages      Address
---------------------------------------------------------------------------
<S>           <C>              <C>          <C>         <C>
Common Stock                                            409 Center Street
Par Value                                               Yuba City, CA 95991
$0.0001        Stephen Goodman     477,846     1.7%

Common Stock                                            409 Center Street
Par Value                                               Yuba City, CA 95991
$0.0001        Adrian Lima         124,483     0.4%

Common Stock                                            409 Center Street
Par Value                                               Yuba City, CA 95991
$0.0001        Norbert Lima        388,302     1.4%

Common Stock                                            155 Montgomery St. #609
Par Value                                               San Francisco, CA 94104
$0.0001        Irving Pfeffer      200,874     0.7%

Common Stock                                            120 W 45 Street
Par Value                                               New York, NY 10036
$0.0001        David Shaw          203,074     0.7%

Common Stock                                            409 Center Street
Par Value      Prime Companies,                         Yuba City, CA 95991
$0.0001        Inc.             25,824,317    90.0%


Common Stock   All Directors
Par Value      and Officers
$0.0001        as a Group          990,631     3.5%     Three individuals


</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


On March 15, 2002   Norbert Lima and Stephen Goodman  each  purchased  3,873,648
shares  of  Zenith from Prime  for $7,500 apiece,  and  William  Turley, another
director of Prime, purchased 2,582,432 shares of Zenith  from Prime for  $5,000.
On  April 18,  2002  Stephen Goodman purchased an additional 5,164,864 shares of
Zenith  from  Prime  for  $10,000.  The  price  per  share  for  each  of  these
transactions  was $0.00193616. Mr. Lima now owns 13.5% of the outstanding shares
of the Company, Mr. Turley now owns 9% of the outstanding shares of the Company,
Mr.  Goodman now owns 31.5% of the outstanding shares of the Company, and  Prime
now owns 36% of the outstanding shares of the Company.


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

(a)   INDEX  TO  EXHIBITS

    (10) Reseller Agreement with Available Telecom Services, Inc.
</R
(b) No  reports  on Form 8-K were  filed  during  the last  quarter  of the year
covered by this report.

                             SHAREHOLDER INFORMATION

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

Form  10-KSB  Availability:
A copy of the 2001 Form 10-KSB filed with the Securities and Exchange Commission
will be  forwarded  preferably  by  email,  upon  request,  to any  shareholder.
Requests should be directed to:


Norbert  Lima,  CEO
Zenith Technology, Inc.
409  Center  Street
Yuba  City,  CA  95991

Or  by  email  to  sgoodman@zenith-technology.com

Transfer  Agent  and  Registrar:

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

Independent  Auditors:

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

Corporate  Offices:  Zenith Technology, Inc.
Mailing  Address:  409  Center  Street,  Yuba  City,  CA  95991
Telephone:  (530)  790-0246
Fax: (530) 671-3215


                                   SIGNATURES
                                   ----------


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized.  Dated this 21st day of
August, 2002.


                                        Zenith Technology,  Inc.

                                   By:  /s/  Norbert  J.  Lima
                                        -------------------------------
                                        Norbert  J.  Lima

                                        Chief  Executive  Officer
                                       (Principal  Executive  Officer)
                                        Director

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

By:      /s/  Stephen  Goodman
         -----------------------------------
         Stephen  Goodman

         Director,  Chief  Financial  Officer, Chief Accounting Officer

<PAGE>


                            ZENITH TECHNOLOGY, INC.
                         A DEVELOPMENT STAGE ENTERPRISE
                              FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                      REPORT OF INDEPENDENT PUBLIC AUDITORS



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

The following financial statements of the Company are included herein:

                                                                      Page No.
                                                                      --------

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

     Report of Independent Auditors                                       F-1

     Balance Sheets                                                       F-2

     Statements of Operations                                             F-3

     Statements of Stockholders' Deficit                                  F-4

     Statements of Cash Flows                                             F-5

     Notes to Financial Statements                                        F-6

<PAGE>




                          INDEPENDENT AUDITORS' REPORT


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


We  have audited  the  accompanying balance  sheets of  Zenith Technology,  Inc.
(a  development  stage  enterprise)  as  of  December 31, 2001 and 2000, and the
related  statements of operations, stockholders' deficit and cash flows  for the
years then ended.  These  financial statements   are   the   responsibility   of
the  Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Zenith Technology,  Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity accounting  principles generally accepted
in the United States of America

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


/s/STONEFIELD JOSEPHSON, INC.


STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
April 4, 2002





                                       F-1
<PAGE>


                           PART I FINANCIAL INFORMATION
                           Item 1 Financial Statements
                           ----------------------------


<TABLE>
<CAPTION>

Balance Sheets
Zenith Technology, Inc.
A Development Stage Enterprise

ASSETS                                           December 31,     December 31,
                                                     2001             2000
<S>                                             <C>               <C>
Current Assets
    Receivable                                  $         83      $     --
                                                ------------      ------------
         Total Current Assets                             83            --
                                                ------------      ------------
TOTAL ASSETS                                    $         83      $     --
                                                ============      ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

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

Due to Prime Companies, Inc.                          11,058            5,553

Stockholders' Deficit
    Common Stock, $.0001 par value,
    100,000,000 authorized, 28,693,683
    issued and outstanding, as adjusted
    for stock split July 2001                          2,869            2,869
    Additional paid-in capital                        47,131           47,131
    Accumulated Deficit                              (60,975)         (55,553)
                                                ------------      ------------
         Total Stockholders' Deficit                 (10,975)          (5,553)
                                                --------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $         83      $     --
                                                ============      ============

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

</TABLE>

                                       F-2
<PAGE>
<TABLE>
<CAPTION>


Statements of Operations
Zenith Technology, Inc.
A Development Stage Enterprise
                                               Year                  Year
                                               Ended                 ended
                                         December 31, 2001    December 31, 2000
                                         -----------------    -----------------
<S>                                      <C>                   <C>
Revenues to party related
   through common ownership              $        235         $        --

Cost of revenue                                   152                  --
                                         -----------------    -----------------
Gross profit                                       83                  --

Selling, general & administrative exp.          5,505                  --

Organization Expense                               --                   134
                                         -----------------    -----------------
Loss from operations                           (5,422)                 --

Interest income                                    --                  --

Interest expense                                   --                  --
                                         -----------------    -----------------
Loss before taxes                              (5,422)                 (134)
                                         -----------------    -----------------
Net loss                                 $     (5,422)        $        (134)
                                         =================    =================
Basic & diluted per share information:

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


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







                                       F-3
<PAGE>

<TABLE>
<CAPTION>





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


                               Common Stock
                  -----------------------------------------       Additional Paid          Retained
                              Shares             Amount              In Capital            Earnings
                  ---------------------------------------------------------------------------------
<S>               <C>                   <C>                      <C>                    <C>
Balance, January 1, 2000    28,693,683      $     2,869          $   47,131             $  (55,419)
                            -----------------------------------------------------------------------
Net loss                                                                                      (134)
                            -----------------------------------------------------------------------
Balance, December 31, 2000  28,693,683            2,869              47,131                (55,553)
                            -----------------------------------------------------------------------
Net loss                                                                                    (5,422)
                            -----------------------------------------------------------------------
Balance December 31, 2001   28,693,683      $     2,869           $  47,131             $  (60,975)
                            -----------------------------------------------------------------------




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

</TABLE>

                                       F-4
<PAGE>
<TABLE>
<CAPTION>






Statements of Cash Flows
Zenith Technology, Inc.
A Development Stage Enterprise
                                                                     Year ended     Year ended
                                                                    December 31,    December 31,
                                                                        2001            2000
                                                                 -------------------------------
<S>                                                              <C>               <C>
Cash Flows from Operating Activities
         Net loss                                                  $     (5,422)     $     (134)
         Receivable                                                         (83)
                                                                 -------------------------------
             Net Cash provided by (used in) operating activities         (5,505)           (134)
                                                                 -------------------------------
Cash Flows from Financing Activities
         Advances from Parent Company                                     5,505             134
                                                                 -------------------------------
             Net Cash provided by financing activities                    5,505             134
                                                                 -------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               $      --         $   --

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


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



                                       F-5
<PAGE>



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

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

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

The  Company is a  development  stage  company as  defined in the  Statement  of
Financial Accounting  Standards  No. 7  and  had  negligible  operations through
December 31, 2001.

The Company's financial statements are prepared  using the accounting principles
generally  accepted  in  the  United  States  of  America  applicable to a going
concern,  which  contemplates  the  realization  of  assets and  liquidation  of
liabilities in the normal course of business.  The  Company  had minimal revenue
in 2001.  Without realization of additional capital, it would  be  unlikely  for
the Company to continue  as  a  going  concern.  This factor raises  substantial
doubt about the Company's  ability to continue as a going concern.

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

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

The  Company  computes  net income  (loss)  per share  following  SFAS No.  128,
"Earnings Per Share".  Under the  provisions  of SFAS No. 128,  basic net income
(loss) per share is computed  by dividing  the net income  (loss)  available  to
common  shareholders  for the period by the  weighted  average  number of common
shares  outstanding  during the period.  Diluted net income  (loss) per share is
computed  by  dividing  the net income  (loss)  for the  period by the  weighted
average number of common and common  equivalent  shares  outstanding  during the
period.  During 2001 and 2000 there were no common equivalent shares.

Since inception, the parent company, Prime Companies,  Inc., has funded the cash
requirements of the Company.  The  Company owes Prime $11,058 as of December 31,
2001.  There have been  no  other  related party transactions.   The  Company is
owed $83 from another subsidiary of Prime for long  distance  telephone  service
revenue collected by it for the benefit of Zenith.

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



                                     F-6

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

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

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


The reasons why Prime spun off 10% of its ownership to its  approximately  1,280
shareholders are:

1) To provide access to financing for the development of  'one-plus' voice  long
distance service throughout the USA. The parent was unable to obtain funding for
this aspect of its business, as it was a very small component  of  the  parent's
projected operations.

2) To provide Zenith employees with  common  stock incentives,  based  upon each
employee's contribution to the success of the voice long distance  business.

3) To enable  and  enhance the  opportunity  to facilitate  Zenith's  ability to
conduct business with competitors  of  the parent company.  The  spin-off  would
also facilitate Zenith's ability to obtain agent or  reseller status  from  CLEC
(Competitive Local Exchange Carrier) competitors of the parent.


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

Management  recognizes  that the Company must generate  additional  resources to
enable it to  continue  operations.  The  Company  intends to begin  recognizing
additional revenue during the year 2002.  There  can  be  no  assurance that the
Company   will  achieve   profitability  or  positive  cash  flow.  If  expected
revenues do not result in positive  cash flow,  the Company  will not be able to
meet its obligations and will have to cease operations.

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


3.     Subsequent Events
       ------------------

In October 2001 NevWest Securities Corporation filed Form 15c211 with  the  NASD
to permit the Company's common shares to be traded on the  OTC  Bulletin  Board.
In November 2001 the NASD issued the Company the symbol ZNTH, by which it may be
traded in the future.  On April 26, 2002 the Company's common stock was approved
to be quoted on the OTC Bulletin Board by the NASD.


                                       F-7
<PAGE>


Exhibit 10  Reseller Agreement with Available Telecom Services, Inc.
--------------------------------------------------------------------

                    AVAILABLE TELECOM SERVICES, INC.
                          RESELLER AGREEMENT

This Reseller Agreement ("Agreement") is entered into between the provider of
service, Available Telecom Services, Inc. on behalf of itself and its affiliates
("Atlantic"), a Florida corporation located at 5849 Okeechobee Blvd., Suite 201,
West Palm Beach, Florida 33417 and Zenith Technology,  Inc. /Prime Companies
Inc.("CLEC" or "Reseller"), a Nevada corporation, with its principal place of
business located at 409 Center Street, Yuba City, CA 95991 (hereinafter,
Atlantic and CLEC may be referred to in the aggregate as "Parties", and each
singularly as a "Party".)

WHEREAS, ATS is engaged in the marketing and provisioning of telecommunication
services, including but not limited to local long distance and long distance
telecommunication services.

WHEREAS, CLEC desires to promote and resell ATS's local long distance and long
distance telecommunication services, in accordance with the terms and conditions
of this Agreement.

NOW THREFORE, it is agreed as follows:

1. SERVICES:
   --------
 (a) Atlantic shall, in accordance with this Agreement, provide to CLEC those
Prepaid Long Distance Service Rate Plans defined and identified herein and
exhibit "A", and made a part of this Agreement from time-to-time by the Parties
(collectively, the "Rate Plans").  All such services being provided under the
Schedules are collectively referred to as the "Services".
 (b) CLEC shall provide Atlantic from time to time a forecast covering a good
faith estimate based on historical information (if available) of the anticipated
monthly sales forecasts to enable Atlantic to anticipate network growth
requirements.

 (c) Orders for Services will be transmitted and processed via Atlantic's Web
site or via fax as provided for in Exhibit B attached hereto and made a part
hereof as the same may be modified from time to time by Atlantic upon written
notice to CLEC.

2. TERM OF THE AGREEMENT:
   ---------------------
 (a) INITIAL TERM:  This Agreement is effective and the Parties' obligations
commence upon the date of execution by Atlantic ("Effective Date") and continues
in effect for a period of two (2) years ("Initial Term").
 (b) AUTOMATIC RENEWAL:  This Agreement renews automatically for a 1 year period
at the expiration of the Initial Term, unless cancelled in accordance with the
termination provisions of this Agreement ("Subsequent Term").  Each Subsequent
Term renews automatically for a 1-year period upon its expiration, unless
cancelled in accordance with the termination provisions of this Agreement.
(c) CANCELLATION:  Either Party may terminate this Agreement upon expiration of
a term upon written notice given at least 90 days prior to expiration of the
then current term.

3. BILLING AND PAYMENT:
   -------------------
CLEC shall pay Atlantic for the Services at the rates and charges set out in
Schedules "A" . If CLEC is required to pay an initial cash deposit or provide
other assurance of payment, the Atlantic is not obligated to begin accepting
orders or providing Service until the deposit or other assurance of payment is
received.
 (a)  CLEC shall submit to Atlantic a credit application for credit approval.
Payment and Credit terms will be established at Atlantic's sole discretion.
 (b) Atlantic shall invoice CLEC via facsimile each Friday, Day after the close
of each Billing Cycle for the Services and for any other sums due Atlantic
("Invoice").  Each Invoice details:  (i) the amount due Atlantic, or the credit
due CLEC, after a reconciliation between the actual charges for the Services for
the prior Billing Cycle, and (ii) any other sums due Atlantic.  Depending upon
volume, and at Atlantic's sole discretion, billing terms may be extended to
bi-weekly or monthly invoicing should it be warranted.
 (c.) Payment Option 1- Subject to credit approval, payment may be made by
check. Each invoice shall be paid immediately in available US funds so that the
payment is received by Atlantic, less commission due Party, no later than five
(5) calendar days from the date of the Invoice (the "Due Date").  Atlantic
agrees that (i) the Invoice date will be the same day the Invoice is faxed to
CLEC, and (ii) the Invoice will be faxed on a Business Day.  Any invoice not
paid by the Due Date shall bear late payment fees at the rate of 1-1/2% per
month (or such amount as may be allowed by law) until paid.
 (d.) Payment Option 2- Automatic fund transfer withdrawal:  Payment shall be
made through automatic fund transfer through bank authorization.  Atlantic shall
notify CLEC on each Friday of the amount to be transferred on the following
Tuesday from CLEC's bank account less commissions due CLEC.
 (e.) The CLEC's facsimile number and contact number and contact for purposes of
this Section 3. are 530 671 3215, Attention: Lynn Judd.  CLEC may change the
facsimile number and contact upon written notice to Atlantic.
 (f) In the event Atlantic extends payment terms as described in Payment Option
1 above, and CLEC is delinquent in a payment of an invoice and Atlantic does not
have security from CLEC equal to CLEC's prior month's Service rate charges, CLEC
shall provide such additional security as Atlantic may reasonably request in
writing.
 (g) Service is provided under a prepaid calling platform and is not currently
subject to taxes other than sales tax if required by certain states.   It is the
CLEC's responsibility to collect the appropriate sales tax from its customers as
outline in paragraph 6 "TAXES AND ASSESSMENTS"  .
 (h) CLEC shall obtain an LOA (Letter of Authorization) from each Long distance
customer and maintain such record on file to protect itself against any slamming
charges.
Atlantic may revise the rates and monthly recurring and other charges in this
Agreement and the Rate Plans at any time upon written notice to CLEC.  Unless
otherwise stated in the notice, domestic rates are effective within thirty days
and international/offshore rates are effective within seven days of the date of
Atlantic's written notice.  CLEC's profit shall at all times be maintained at
current profit percentages in effect at the time this Agreement is executed.

4. BILLING DISPUTES:
   ----------------
The Parties agree that time is of the essence for payment of all invoices. CLEC
shall provide written notice and supporting documentation for any good-faith
dispute it may have with an Invoice ("Dispute") within 30 Business Days after
CLEC's receipt.  If CLEC does not report a Dispute within the 30 Business Day
period, CLEC shall have waived its dispute rights for that Invoice. CLEC shall
pay disputed amounts, subject to resolution of the Dispute.  Atlantic shall use
reasonable efforts to resolve timely Disputes within 30 Business Days after its
receipt of the Dispute notice.

5. TERMINATION RIGHTS:
   ------------------
(a) REGULATORY CHANGES:  If the FCC, a state PUC or a court of competent
jurisdiction issues a rule, regulation, law or order which has the effect of
canceling, changing, or superseding any material term or provision of this
Agreement (collectively, "Regulatory Requirement"), then this Agreement shall be
deemed modified in such a way as the Parties mutually agree is consistent with
the form, intent and purpose of this Agreement and is necessary to comply with
such Regulatory Requirement. Should the Parties not be able to agree on the
modifications necessary to comply with a Regulatory Requirement within 30 days
after the Regulatory Requirement is effective, then upon written notice either
Party may, to the extent practicable, terminate that portion of this Agreement
impacted by the Regulatory Requirement.
(b) Either Party may terminate this Agreement upon the other Party's insolvency,
dissolution or cessation of business operations.  Atlantic may, upon twenty-four
hour written notice, immediately terminate this Agreement for CLEC's failure to
pay any delinquent Invoice or to maintain any other assurance of payment that
may be required hereunder.
(c) In the event of a breach of any material term or condition of this Agreement
by a Party (other than a failure to pay which is covered under (b) above), the
other Party may terminate this Agreement upon 30 days written notice, unless the
breaching Party cures the breach during the 30 day period.  A breach that cannot
be reasonable cured within a 30-day period may be addressed by a written waiver
of this paragraph signed by the Parties.
(d) Upon any material breach by CLEC not cured after expiration of all
applicable notice and cure periods, Atlantic may at its sole option do any or
all of the following:
(i) cease accepting or processing orders for Service and suspend Service;
(ii) cease all electronically and manually generated information and reports ;
(iii) terminate this Agreement and Service without liability to Atlantic;
(iv) collect from CLEC as liquidated damages an amount equal to the deposit, if
any, being held by Atlantic under the terms of this Agreement;
(v); and
(vi) pursue such other legal or equitable remedy or relief as may be
appropriate.

6. TAXES AND ASSESSMENTS:
   ---------------------
CLEC is responsible for the collection and remittance of all governmental
assessments, surcharges and fees pertaining to its resale of the Services (other
than taxes on Atlantic's net income) (collectively, "Taxes"). CLEC shall provide
Atlantic  with, and maintain, valid and properly executed certificate(s) of
exemption for the Taxes, as applicable.

7. WARRANTIES AND LIMITATION OF LIABILITY:
   --------------------------------------
(a) Service shall be provided by Atlantic in accordance with the applicable
technical standards established for call transport by the telecommunications
industry.  Atlantic shall provide Service in a quality and diligent manner
consistent with service Atlantic provides its other customers.  ATLANTIC MAKES
NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO TRANSMISSION, EQUIPMENT
OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTABLITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION.
(b) In no event shall either Party be liable to the other Party for incidental
and consequential damages, loss of goodwill, anticipated profit, or other claims
for indirect damages in any manner related to this Agreement or the Services.

8. INDEMNIFICATION:
   ---------------
Each Party shall defend and indemnify the other Party and its directors,
officers, employees, representatives and agents from any and all claims, taxes,
penalties, interest, expenses, damages, lawsuits or other liabilities (including
without limitation, reasonable attorney fees and court costs) relating to or
arising out of (i) acts or omissions in the operation of its business, and (ii)
its breach of this Agreement; provided, however, Atlantic shall not be liable
and shall not be obligated to indemnify CLEC, and CLEC shall defend and
indemnify Atlantic hereunder, for any claims by any third party, including End-
Users, with respect to services provided by CLEC which may incorporate any of
Atlantic's services.

9. REPRESENTATION:
   --------------
The Parties acknowledge and agree that the relationship established by this
Agreement is that of  independent contractor and nothing contained in this
Agreement shall be construed to (i) give either party the power to direct and
control the day-to-day activities of the other (ii) constitute the parties as
partners, joint ventures, co-owners or otherwise as participants in a joint or
common undertaking  Neither Party, nor their respective employees, agents or
representatives, has any right, power or authority to act or create any
obligation, express or implied, on behalf of the other Party.

10. FORCE MAJEURE:
   --------------
Other than with respect to failure to make payments due hereunder, neither Party
shall be liable under this Agreement for delays, failures to perform, damages,
losses or destruction, or malfunction of any equipment, or any consequences
thereof, caused or occasioned by or due to fire, earthquake, flood, water, the
elements, labor disputes or shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of equipment or
supplies, unavailability of transportation, acts or omissions of third parties,
or any other cause beyond its reasonable control.

11. WAIVERS:
    -------
Failure of either Party to enforce or insist upon compliance with the provisions
of this Agreement shall not be construed as a general waiver or relinquishment
of any provision or right under this Agreement.

12. ASSIGNMENT:
    ----------
Neither Party may assign or transfer its rights or obligations under this
Agreement without the other Party's written consent, which consent may not be
unreasonable withheld, except that Atlantic may assign this Agreement to its
parent, successor in interest, or an affiliate or subsidiary without CLEC's
consent.  Any assignment or transfer without the required consent is void.

13. CONFIDENTIALITY:
    ---------------
(a) Each Party agrees that all information furnished to it by the other Party,
or to which it has access under this Agreement, shall be deemed the confidential
and proprietary information or trade secrets (collectively referred to as
"Proprietary Information") of the Disclosing Party and shall remain the sole and
exclusive property of the Disclosing Party (the Party furnishing the Proprietary
Information referred to as the "Disclosing Party" and the other Party referred
to as the "Receiving Party").  Each Party shall treat the Proprietary
information and the contents of this Agreement in a confidential manner and,
except to the extent necessary in connection with the performance of its
obligations under this Agreement, neither Party may directly or indirectly
disclose the same to anyone other than its employees on a need to know basis and
who agree to be bound by the terms of this Section, without the written consent
of the Disclosing Party.
(b) The confidentiality of obligations of this Section do not apply to any
portion of the Proprietary Information which is (i) or becomes public knowledge
through no fault of the Receiving Party; (ii) in the lawful possession of
Receiving Party prior to disclosure to it by the Disclosing Party (as confirmed
by the Receiving Party's records); (iii) disclosed to the Receiving Party
without restriction on disclosure by a person who has the lawful right to
disclose the information; or (iv) disclosed pursuant to the lawful requirements
or formal request of a governmental agency.  If the Receiving Party is requested
or legally compelled by a governmental agency to disclose any of the Proprietary
Information of the Disclosing Party, the Receiving Party agrees that it will
provide the Disclosing Party with prompt written notice of such requests so that
the Disclosing Party has the opportunity to pursue its legal and equitable
remedies regarding potential disclosure.
(c) Each Party acknowledges that its breach or threatened breach of this Section
may cause the Disclosing Party irreparable harm, which would not be adequately
compensated by monetary damages.  Accordingly, in the event of such breach or
threatened breach, the Receiving Party agrees that equitable relief, including
temporary or permanent injunctions, is an available remedy in addition to any
legal remedies to which the Disclosing Party may be entitled.
(d) Neither Party may use the name, logo, trade name, service marks, trade
marks, or printed materials of the other Party, in any promotional or
advertising material, statement, document, press release or broadcast without
the prior written consent of the other Party, which consent may be granted or
withheld at the other Party's sole discretion.

14. INTEGRATION:
    -----------
This Agreement and all Exhibits, Schedules and other attachments incorporated
herein, if any, represent the entire agreement between the Parties with respect
to the subject matter hereof and supersede and merge all prior agreements,
promises, understandings, statements, representations, warranties, indemnities
and inducements to the making of this Agreement relied upon by either Party,
whether written or oral.

15. CONSTRUCTION:
    ------------
The language used in this Agreement is deemed the language chosen by the Parties
to express their mutual intent.  No rule of strict construction shall be applied
against either Party.

16. GOVERNING LAW:
    -------------
Atlantic currently maintains regional service and operations centers in Florida.
This Agreement will be construed and enforced in accordance with the law of the
state of Florida, without regard to that state's choice of law principles.  The
Parties agree that any action related to this Agreement shall be brought and
maintained only:  (i) only in the Palm Beach County Florida Circuit Court. The
Parties each consent to the jurisdiction and venue of such courts and waive any
right to object to such jurisdiction and venue.

17. NOTICES:
    -------
All notices, including but not limited to, demands, requests and other
communications required or permitted hereunder (not including Invoices) shall be
in writing and shall be deemed to be delivered when actually received, whether
upon personal delivery or if sent by facsimile, mail or overnight delivery.  All
notices shall be addressed as follows, or to such other address as each of the
Parties hereto may notify the other:

Atlantic Telecommunication Systems, Inc.            Zenith Technology, Inc.
Attn: Jerold Stabler, President                     Attn: Stephen Goodman, CFO
5849 Okeechobee Blvd., Suite 201                    409 Center Street
West Palm Beach, FL 33417                           Yuba City, CA 95991
Facsimile #561-640-1720                             Facsimile # 530-671-3215

18. COMPLIANCE WITH LAWS:
    --------------------
During the term of this Agreement, the Parties shall comply with all local,
state and federal laws and regulations applicable to this Agreement and to their
respective businesses.  Further, each Party shall obtain, file and maintain any
tariffs, permits, certifications, authorizations, licenses or similar
documentation as may be required by the FCC, a state Public Utility or Service
Commission, or any other governmental body or agency having jurisdiction over
its business.  Upon request, a Party will supply copies of such permits,
certifications, authorizations, licenses and similar documentation.

19. THIRD PARTIES:
    -------------
The provisions of this Agreement and the rights and obligations created
hereunder are intended for the sole benefit of Atlantic and CLEC, and do not
create any right, claim or benefit on the part of any person not a party to this
Agreement, including End-Users.

20. SURVIVAL OF PROVISIONS:
    ----------------------
Any obligations of the Parties relating to monies owed, as well as those
provisions relating to confidentiality, assurances of payment, limitations on
liability and indemnification, survive termination of this Agreement.

21. UNENFORCEABILITY OF PROVISIONS:
    ------------------------------
The illegality or unenforceability of any provision of this Agreement does not
affect any other provision or portion.  If any provision or portion of this
Agreement is deemed illegal or unenforceable for any reason, there shall be
deemed to be made such minimum change in such provision or portion as is
necessary to make it valid and enforceable as so modified.  This Agreement is
void able by Atlantic if modified by CLEC without the written or initialed
consent of an Atlantic officer.

By its signature below, each Party acknowledges and agrees that sufficient
allowance has been made for review of this Agreement by respective counsel and
that each Party has been advised as to its legal rights, duties and obligations
under this Agreement.

Atlantic Telecommunication Systems, Inc.     Zenith Technology, Inc./Prime
                                                                Companies Inc.
By:   /s/ Jerold Stabler                     By: /s/ Stephen Goodman
Jerold Stabler, President                    Stephen Goodman, CFO
Date: June 8, 2001                           Date: June 6, 2001



Initials    sg
            --
Initials    js
            --