UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-33135 68-0448219
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(Commission File Number) (I.R.S. Employer Identification No.)
2600 MICHELSON, 17TH FLOOR, IRVINE, CALIFORNIA 92612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 852-3588
ZENITH TECHNOLOGY, INC.
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(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. (the "Former Accountant")
to Marcum & Kliegman LLP (the "New Accountant").
The Former Accountant for the Company was dismissed on February 9, 2004. The
report of the Former Accountant for the balance sheet of the Company as of
December 31, 2002, and the related statements of operations, stockholders'
deficit, and cash flows for each of the two years in the period ended December
31, 2002, did not contain an adverse opinion or a disclaimer of an opinion, nor
was it modified as to audit scope or accounting principles. The opinion was,
however, qualified by the assumption that the Company will continue as a going
concern on the basis that: (1) the Company has incurred net losses from
operations, (2) has had negative cash flows from operations, and (3) has a net
capital deficiency. The opinion of the Former Accountant as of December 31,
2002 states that these conditions raise substantial doubt about the Company's
ability to continue as a going concern.
The decision to change accountants was approved by the Company's Board of
Directors. The Company has no audit committee.
During each of the two years during the period ended December 31, 2002, and
throughout the subsequent interim period since December 31, 2002, there were no
disagreements with the Former Accountant on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.
None of the events described in Item 304 (a)(i)(v) of Regulation S-B promulgated
under the Securities Act of 1933, as amended, occurred during the Company's two
most recent fiscal years and the subsequent interim period since December 31,
2002 through the date of this Report.
The New Accountant was engaged by letter dated January 30, 2004 to audit the
Company's financial statements for its fiscal year ended December 31, 2003, and
the change of auditors became effective as of February 9, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
16.1 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: February 13, 2004
ADSOUTH PARTNERS, INC.
By: /s/ John P. Acunto
Chief Executive Officer