SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 0-33135
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ZENITH TECHNOLOGY, INC.
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(exact name of small business issuer as specified in its charter)
Nevada 68-0448219
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 Michelson Drive, 17th Flr, Irvine, CA 92612
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (949) 852-3588
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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
--- ---
As of September 22, 2003 [52,170,464] shares of Common Stock, $.0001 par
value, were outstanding.
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheet
as of June 30, 2003 (unaudited) 3
Statements of Operations for the
Three Months ended June 30, 2003 and 2002 (unaudited) 4
Statements of Cash Flows for the
Three Months ended June 30, 2003 and 2002 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
---------------------
Balance Sheet
Zenith Technology, Inc.
A Development Stage Enterprise
ASSETS 30-Jun-03
(unaudited)
Current Assets
Cash and cash equivalents $ --
Accounts receivable, net --
--------
Total Current Assets --
--------
TOTAL ASSETS $ --
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable 21,000
--------
Total Current Liabilities 21,000
Stockholders' Equity
Common Stock, $.0001 par value, 100,000,000 authorized
52,170,464 issued and outstanding 5,217
Additional paid-in capital 64,260
Note receivable - Stockholder (19,576)
Accumulated deficit (70,901)
--------
Total Stockholders' Equity (21,000)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ --
========
The accompanying notes are an integral part of these financial statements.
-3-
Statements of Operations
Zenith Technology, Inc.
A Development Stage Enterprise
Three months Three months Six months Six months
ended ended ended ended
30-Jun-03 30-Jun-02 30-Jun-03 30-Jun-02
------------ ---------- ----------- -----------
(unaudited) (unaudited) (unaudited)
(unaudited)
Sales revenues $ -- $ 10 $ -- $ 80
Cost of sales -- 5 -- 41
------------ ---------- ---------- ----------
Gross profit -- 5 -- 39
Selling, general & administrative expenses 10,000 (196) 10,000 (58)
------------ ---------- ---------- ----------
Income (loss) from operations (10,000) 201 (10,000) 97
Interest income 99 -- 99 --
Interest expense -- -- -- --
------------ ---------- ---------- ----------
Net Income (Loss) $ (9,901) $ 201 $ (9,901) $ 97
============ ========== ========== ==========
Net Income (Loss) Per Share -
Basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ========== ========== ==========
Weighted Average Shares, basic and diluted 37,133,621 28,693,683 37,133,621 28,693,683
============ ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
Statements of Cash Flows
Zenith Technology, Inc.
A Development Stage Enterprise
<table>
<caption>
Six months Six months
ended ended
30-Jun-03 30-Jun-02
--------- ---------
(unaudited) (unaudited)
Cash Flows from Operating Activities
Net loss $ (9,901) $ 201
Stock based compensation 10,000 --
Accrued interest income (99) --
Accounts receivable -- (39)
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Net Cash provided by operating activities -- 162
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Cash Flows from Investing Activities
Purchases of Property and Equipment -- --
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Net Cash used in investing activities -- --
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Cash Flows from Financing Activities
Payments to Parent Company -- (162)
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Net Cash used in financing activities -- (162)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS, beginning of period $ -- $ --
--------- ---------
CASH AND CASH EQUIVALENTS, end of period $ -- $ --
========== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Receipt of promissory note in exchange for share issuance $ 19,576 $ --
========== =========
The accompanying notes are an integral part of these financial statements.
-5-
Zenith Technology, Inc.
A Development Stage Enterprise
Notes to Financial Statements
1. FINANCIAL STATEMENTS
---------------------
The Company is a development stage company as defined in the Statement of
Financial Accounting Standards No. 7 and had no significant operations through
June 30, 2003. Accordingly, no separate development stage cumulative column has
been presented.
The balance sheet as of June 30, 2003, the related statements of operations
for the three months ended June 30, 2003 and 2002, and cash flows for the six
months ended June 30, 2003 and 2002 have been prepared by the Company without
audit. In the opinion of management, the financial statements contain all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of Zenith Technology, Inc. as of June 30, 2003,
the results of its operations for the three months ended June 30, 2003 and 2002,
and its cash flows for the three months ended June 30, 2003 and 2002. The
results of operations for the three months ended June 30, 2003 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2003.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the financial
statements for the period from inception through June 30, 2001 and the notes
thereto included in the Company's Form 10SB12G, filed on September 10, 2001, and
the Company's financial statements for the year ended December 31, 2002,
included in Form 10KSB filed on April 25, 2003.
NOTE RECEIVABLE - STOCKHOLDER
On May 9, 2003, we authorized the issuance of 19,476,781 shares of common
stock to The Tiger Fund, Inc. in exchange for an unsecured promissory note in
the amount of $19,477 to be paid to the Company. The note will accrue interest
annually at a rate equal to the 90 day treasury rate published in the Wall
Street Journal on January 1st of each year with all principal and interest due
in forty-eight (48) months. The Company has recorded $99 of interest income for
the quarter ended June 30, 2003. This additional issuance was made in order to
implement an agreed dilution provision found in the stock purchase agreement
entered into between Prime Companies and The Tiger Fund, Inc., dated December
20, 2002, under which The Tiger Fund, Inc. received ninety percent (90.0%) of
the total issued and outstanding number of shares of our company, becoming our
largest shareholder, which allows for the controlling shareholder to increase
its position of ownership through an additional purchase of stock such that the
controlling shareholder increased its ownership position to ninety four and one
half percent of the total issued and outstanding capital stock.
STOCK BASED COMPENSATION
During the quarter ended June 30, 2003, the Company granted to a consultant
4,000,000 options to acquire Common Stock at an exercise price of $0.00 (zero).
The fair value of the options on the date of grant was $40,000, which
approximated the fair value of the services to be performed. The options vest
over a twelve-month period beginning April 5, 2003, which was the date of grant.
The consultant exercised all of the 4,000,000 options on July 2, 2003.
Compensation cost has been determined and recorded based on the fair value at
the grant date for stock option awards consistent with SFAS 123 and SFAS 148.
The Company has recorded $10,000 of compensation expense for the quarter ended
June 30, 2003.
-6-
Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
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 in addition to unforeseen changes in the
economy or the capital markets which can have a material impact upon us and our
business operations generally, the following important factors, among others,
could materially and adversely affect the Company's results:
1. whether acquired businesses perform at pro forma levels used by management
in evaluating whether, and under what terms, to acquire such businesses, as
well as 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 of 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; and
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.
Background
- ----------
Zenith Technology, Inc. (the "Company" or "Zenith") is a Nevada corporation
organized on December 2, 1998 to engage in the research and commercial
development of a flat plane antenna with applications in the telecommunications
industry. After extensive due diligence it was determined in 1999 that the
commercial development of the proposed antenna technology would not be
commercially viable. In June 2001 the Company became aware of a commercial
opportunity to offer "One Plus" voice long distance service to consumers
throughout the United States as a reseller utilizing the infrastructure of a
Competitive Local Exchange Carrier. The Company entered into a Reseller
Agreement with that carrier in June 2001 and received its first order for
services in July 2001. On December 20, 2002, Prime Companies, Inc., the
controlling shareholder of the Company, sold 25,824,317 shares of our common
stock to The Tiger Fund, Inc. (the "Fund"), an Irvine, California based business
development company, for $90,000 cash. The stock sale transaction, which covered
approximately 90.0% of the total issued and outstanding shares of the Company,
was classified as a change of control of the Company. As of December 31, 2002,
the Company has discontinued its One Plus long distance service and has no other
current operations. The Fund purchased control of the Company for the purpose of
merging one of its portfolio companies with Zenith in the future. The Fund has
entered into a letter of intent to invest in and merge NavLynx Technologies,
Inc. with the Company. At the time of filing this report, the merger is subject
to the review and approval of NavLynx Technologies shareholders at a special
meeting of shareholders scheduled in late October.
Results of Operations
- -----------------------
During the three month period ended June 30, 2003, total sales revenue
decreased to $0 from $10 for the corresponding period of the prior year. For the
six-month period ended June 30, 2003, total sales revenue decreased to $0 from
$80 for the six-month period ended June 30, 2002. The decrease in revenue is
attributed to the cessation of the Company's One Plus business operations on
December 31, 2002.
The gross margin as a percent of revenues was 0% for the three-month period
ended June 30, 2003, as compared to a gross margin as a percent of revenues of
50% for the corresponding period of the prior year. The gross margin as a
percent of revenues was 0% for the six month period ended June 30, 2003 as
compared to a gross margin as a percent of revenues of 49% for the corresponding
six month period ending June 30, 2002.
The Company's selling, general and administrative expenses for the
three-month period ended June 30, 2003 increased to $10,000 as compared to a
credit of $196 from the corresponding period of the prior year. The Company's
selling, general and administrative expenses for the six-month period ended June
30, 2003 decreased to $0 as compared to a credit of $58 from the corresponding
period of the prior year.
-8-
Interest expense for the three-month periods ended June 30, 2003 and 2002
was $-0-.
Interest income for the three-month periods ended June 30, 2003 and 2002
was $99 and -0-,respectively.
Income taxes for the three month periods ending June 30, 2003 and 2002 was
$-0-.
Liquidity and Capital Resources
- ----------------------------------
At June 30, 2003, the Company had cash of $-0- and negative working capital
of $21,000. The Company is largely dependent on Strategy Partners, LLC, its
contract management services provider,
Cash used in operations was $-0- for the three months ended June 30, 2003
compared to cash used in operations of $138 for the corresponding period of the
prior year.
Cash used in investing activities for the three months ended June 30, 2003
was $-0- compared to cash used in investing activities of $-0- for the
corresponding period of the prior year.
Funds provided by financing activities for the three months ended June 30,
2003 were $-0- compared to funds of $138 provided by financing activities for
the corresponding period of the prior year.
ITEM 3. CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures within 90 days of the
filing of this quarterly report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer. Based on this
evaluation, these officers have concluded that the design and operation of our
disclosure controls and procedures are effective, but require greater
coordination by outside legal assistance. The assessment was made based on the
last four filings of the Company having been delinquent. The key problem
identified has been that the management team in charge of disclosure compliance
for the Company is understaffed. The management has determined that a remedy to
this issue is to hire additional staff responsible for coordinating the
information gathering and document preparation necessary to prepare the
quarterly and interim reports for the Company, and to coordinate their filing
more effectively with outside counsel. There were no significant changes to our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation.
Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the report that we file or submit under the Exchange Act is accurately and
completely recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
-11-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
------------------
None.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------------
On May 9, 2003, we authorized the issuance of 19,476,781 shares of common
stock to The Tiger Fund, Inc. in exchange for an unsecured promissory note in
the amount of $19,477 to be paid to the Company . The note will accrue interest
annually at a rate equal to the 90 day treasury rate published in the Wall
Street Journal on January 1st of each year with all principal and interest due
in forty-eight (48) months. Said issuance is in connection with an agreed
dilution provision found in the original stock purchase agreement entered into
between Prime Companies and The Tiger Fund, Inc., dated December 20, 2002.
Item 3. Defaults Upon Senior Securities
----------------------------------
None
Item 4. Submission of Matters to Vote of Security Holders
--------------------------------------------------------
See Form 10-QSB filed on June 12, 2003, and incorporated by reference herein.
Item 5. Other Information
------------------
On April 5, 2003, we entered into a Business Development and Management
Consulting Agreement with Timothy Williams ("Consultant"), for the purpose of
providing business development services to us for a period of twelve months,
including but not limited to: (a) assistance in the implementation of a
strategic growth plan; (b) business development including deployment of cost
effective sales and marketing initiatives to the Company and to future
businesses the Company may acquire and/or operate; (c) introductions to
worldwide sales and marketing channels for any future products and services of
the Company; and various management consulting directives including: (d)
assisting in acquisition and divestiture decisions; (e) operational matters,
including staffing, project management, location and expansion of Company
operations, and in other matters affecting the operations of the Company. In
exchange for such services, we agreed to provide Consultant the alternative to
be paid $40,000 in cash or to be granted 4,000,000 options of common stock with
an exercise price of zero, where such stock underlying the options were
registered pursuant to the Company filing Form S-8. Form S-8 was filed on June
23, 2003 and is incorporated by reference. Effective July 2, 2003, the
Consultant elected to exercise the 4,000,000 options and forgo the payment of
cash.
On April 24, 2003, we elected Omar A. Rizvi as acting Chairman and CEO, and
Michael Baldwin as a Director, during the absence of our Chairman and CEO,
Richard Moore, who was traveling extensively in Europe.
On April 25, 2003, Michael Baldwin resigned as Director and Douglas Sherrod
was elected as a Director of Zenith.
On May 15, 2003, we relocated the offices from 409 Center Street, Yuba
City, CA 95991 to the new location at 2600 Michelson Drive, 17th Floor, Irvine,
CA 92612.
On May 20, 2003, we retained Omar A. Rizvi as acting Chairman and CEO,
during the continued absence of Dr. Richard Moore.
On June 24, 2003, Mr. Rizvi resigned as acting Chairman and CEO and Mr.
Douglas Sherrod was elected as the sole Director, CEO, Secretary and Treasurer.
On August 6, 2003, Mr. Sherrod resigned as the acting Chairman, Secretary and
Treasurer of Zenith Technology, Inc. and Mr. Mike Baldwin was elected as the
sole Director, CEO, Secretary and Treasurer.
On September 12, 2003, pursuant to a telephone conference call between the
Company and the Management of NavLynx Technologies Inc., NavLynx informed the
Company that it is submitting the matter concerning the merger between the
Company and NavLynx Technologies to its shareholders to vote on this merger at a
special meeting of shareholders to be held in late October or early November,
after it is submitted for preliminary review at the upcoming NavLynx
Technologies annual meeting to be held in early October. Certain members of
NavLynx board and management informed the Company that although they feel very
confident that this merger will likely be approved, they feel it is important
that a significant and material new development or some other significant event
must occur and act as a "catalyst" in order to justify to their shareholders for
taking NavLynx public at the present time. NavLynx has indicated that they have
several material business opportunities which constitute such a catalyst event
and may likely sway the shareholders in favor of the merger. It has been
tentatively determined that the Company will be establishing a wholly owned
subsidiary in Ontario, Canada (i.e. Zenith Technology-Canada, Inc.), which will
enter into a share exchange agreement with NavLynx Technologies Inc. Although
the Management of the Company is optimistic concerning the anticipated merger
transaction with NavLynx it has begun to explore alternative merger and
investment opportunities in the event that further delays warrant an alternative
strategy to safeguard the interests of the Company's shareholders.
On September 19, 2003, NavLynx notified the Company by letter that because
of the delays in consummating this merger transaction, NavLynx is granting the
Company an extension to the termination date of its binding letter of intent
dated June 6, 2003. The new termination date has been extended from October 1,
2003 to December 1, 2003.
Item 6. Exhibits and Reports on Form 8-K
-------------------------------------
On June 20, 2003, we entered into a binding letter of intent with NavLynx, Inc.
as disclosed in the Form 8-K that was filed on June 25, 2003, and incorporated
by reference herein.
-12-
Signatures
- ----------
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ZENITH TECHNOLOGY, INC.
-----------------------
(Registrant)
Date: September 17, 2003 By: /S/ Mike Baldwin
----------------------
Mike Baldwin
Chief Executive Officer
Date: September 17, 2003 By: /S/ Mike Baldwin
---------------------
Mike Baldwin
Chief Financial Officer
-13-
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mike Baldwin, Chief Executive Officer of Zenith Technology, Inc., certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of Zenith Technology,
Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations, and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
d) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Mike Baldwin
-------------------------
Mike Baldwin
Chief Executive Officer
and Director
Dated:
I, Mike Baldwin, Chief Financial Officer of Zenith Technology, Inc, certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of Zenith Technology,
Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations, and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
d) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ MIKE BALDWIN
-----------------------
Mike Baldwin
Chief Financial Officer
Dated: September 22, 2003
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Zenith Technology, Inc. (the
"Registrant") on Form 10-QSB for the period ending June 30, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Annual Report"),
each of the undersigned, in the capacities and on the date indicated below
hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Quarterly Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Quarterly Report fairly presents, in
all material respects, the financial condition and result of operations of the
Registrant.
Dated: September 22, 2003 By:/s/ Mike Baldwin
--------------------
Mike Baldwin
Chief Executive Officer
Dated: September 22, 2003 By: /s/ Mike Baldwin
---------------------
Mike Baldwin
Chief Financial Officer