EXHIBIT 99.3
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                          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