UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 9, 2004
ADSOUTH PARTNERS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-33135 68-0448219
(Commission File Number) (I.R.S. Employer Identification No.)
299 Camino Gardens Drive, Suite 200, Boca Raton, FL 33432
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 750-0410
ZENITH TECHNOLOGY, INC.
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective for its fiscal year commencing January 1, 2004, Adsouth Partners,
Inc., formerly Zenith Technology, Inc. (the "Company"), has changed its
independent auditors from Stonefield Josephson, Inc. ("Former Accountant") to
Marcum & Kliegman, LLP ("New Accountant"). The Former Accountant was dismissed
on February 9, 2004. During either of the last two fiscal years, which were the
period ending December 31, 2002 and December 31, 2003 respectively, and
throughout the subsequent interim period since December 31, 2003 until the
termination of the Former Accountant on February 9, 2004, there were no
disagreements with the Former Accountant, whether or not resolved, on any matter
of accounting principles or practices, financial statement disclosure pursuant
to Item 304 (a)(i)(iv) of Regulation S-B promulgated under the Securities Act of
1933, as amended. The decision to change accountants was approved by the Board
of Directors of the Company. The Company has no audit committee.
The New Accountant was engaged by letter dated January 30, 2004 to audit the
Company's financial statements for its fiscal year ended December 31, 2004, and
the change of auditors became effective as of February 9, 2004. The New
Accountant was not consulted by the Issuer or by someone on its behalf on any
matters as described in Item 304(a)(2)(i) or Item 304(a)(2)(ii).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16.1 Amended Letter regarding change in certifying accountant.
99.3 Opinion of Stonefield Josephson, Inc., Independent Certified Accountants
for the year ended December 31, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 26, 2004
ADSOUTH PARTNERS, INC.
By: /s/ John P. Acunto
Chief Executive Officer
EXHIBIT 16.1
April 26, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have read the information in Item 4 contained in the Amended Form 8-K of
Adsouth Partners, Inc., formerly Zenith Technology, Inc., dated April 26, 2004
and agree with the statements made in Item 4 therein.
Very truly yours,
/s/ Stonefield Josephson, Inc.
Stonefield Josephson, Inc.
Certified Public Accountants
EXHIBIT 99.3
INDEPENDENT AUDITORS' REPORT
Board of Directors
Zenith Technology, Inc.
Yuba City, California
We have audited the accompanying balance sheets of Zenith Technology, Inc. (a
development stage enterprise) as of December 31, 2002 and 2001, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zenith Technology, Inc. as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses from operations and has had negative cash
flows from operations, and has a net capital deficiency. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ STONEFIELD JOSEPHSON, INC.
Stonefield Josephson, Inc.
Certified Public Accountants
Santa Monica, California
April 22, 2003