content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
  
                                     FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               ZENITH TECHNOLOGY, INC.
               (Exact name of registrant as specified in its charter)
  
       NEVADA                                                  68-0448219
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                       Identification Number)
  
  
       2600 MICHELSON DRIVE, 17TH FLOOR
       IRVINE, CALIFORNIA                                     92612
       (Address of Principal Executive Offices)             (Zip Code)
  
                       2003 EMPLOYEE STOCK INCENTIVE PLAN AND
                            MANAGEMENT INCENTIVE PROGRAM
                              (Full title of the plan)
  
  
                              ZENITH TECHNOLOGY, INC.
                          2600 MICHELSON DRIVE, 17TH FLOOR
                              IRVINE, CALIFORNIA 92612
  
  
  
                                   With a Copy to
                                  CHQ INCORPORATED
                          1555 E. FLAMINGO ROAD, STE. 1555
                              LAS VEGAS, NEVADA 89170
                       (Name and address of agent for service)
                                   (800) 634-1441
            (Telephone number, including area code, of agent for service)
  
  <PAGE>
  <TABLE>
  <CAPTION>
                                CALCULATION OF REGISTRATION FEE
  
  TITLE                                    PROPOSED            PROPOSED
  OF SECURITIES         AMOUNT TO      MAXIMUM OFFERING    MAXIMUM AGGREGATE       AMOUNT OF
  TO BE REGISTERED(1) BE REGISTERED(1) PRICE PER SHARE(2)   OFFERING PRICE(3)  REGISTRATION FEE
  ------------------  ---------------  -----------------  ------------------  -----------------
  <S>                 <C>              <C>                <C>                 <C>
  Common Stock,
  ..0001 par value
  per share . . . .         4,000,000  $         .001      $           7,825    $      0.63
  ---------------------------------------------------------------------------------------------
  
  </TABLE>
  ================================================================================
  
  1    Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
       statement also covers an indeterminate amount of interests to be offered or
       sold pursuant to the employee benefit plans(s) described herein.
  
  2    Pursuant to Rule 457(c)  under the  Securities  Act of 1933,  the  proposed
       offering price of shares of the registrant has been computed as the average
       of the  high  and  low  prices  reported  on the  National  Association  of
       Securities Dealers Over-the-Counter electronic trading facility.
  
  3    The total share reserve for the 2003 Employee Stock Incentive Plan and 2003
       Management Incentive Program is 7,825,573.  Currently, 4,000,000 shares are
       being registered. Pursuant to Rule 457(h) under the Securities Act of 1933,
       the proposed  aggregate  offering  price takes into  consideration  that an
       additional  3,825,473  shares can be issued  pursuant to the 2003  Employee
       Stock Incentive Plan and 2003 Management  Incentive Program.  The aggregate
       total  shares  that  are  issuable  pursuant  to the  2003  Employee  Stock
       Incentive Plan and 2003  Management  Incentive  Program was used to compute
       the  registration  fee on the basis of the high and low prices sales prices
       per share for the last five trading days prior to this filing.
  
  
  <PAGE>
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
  
       The Company's  Quarterly  Report on Form 10-QSB for the quarter ended March
  31, 2003, the Company's Annual Report on Form 10-KSB for the year ended December
  31, 2002,  Quarterly  Report on Form 10-QSB for the quarter ended  September 31,
  2002,  Quarterly  Report on Form  10-QSB for the  quarter  ended June 30,  2002,
  Quarterly  Report on Form 10-QSB for the quarter  ended March 31, 2002,  current
  Reports on Form 8-K filed on  February  7, 2003,  February  4, 2003,  Definitive
  Information  Statement  filed  on Form  DEF-14C  filed  on May 14,  2003 and the
  description of the Company's Common Stock included in its registration statement
  on Form 10-SB/A filed March 14, 2002 pursuant to Section 12(g) of the Securities
  Exchange  Act of 1934  are  incorporated  herein  by  reference.  All  documents
  subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
  of the Securities  Exchange Act of 1934, prior to the filing of a post-effective
  amendment   which  indicates  that  all  securities  have  been  sold  or  which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such  documents.  The Company's  Annual Report,  Quarterly  Reports,  Current
  Reports and Information  Statement which are  incorporated  herein by reference,
  should be read in conjunction with the audited financial statements incorporated
  herein by reference.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES.
  
       Not  applicable.
  
  ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
  
       Not  applicable.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
  
       Subsection  1 of Section 78.037 of the Nevada Revised Statutes (the "Nevada
  Law")  empowers  a corporation to eliminate or limit the personal liability of a
  director  or  officer  to  the  corporation  or its stockholders for damages for
  breach of fiduciary duty as a director or officer, but such a provision must not
  eliminate  or  limit  the  liability  of  a  director or officer for (a) acts or
  omissions  which involve intentional misconduct, fraud or a knowing violation of
  law  or  (b)  the payment of distributions in violation of Section 78.300 of the
  Nevada  Law.
  
       Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to
  indemnify  any  person who was or is a party or is threatened to be made a party
  to  any  threatened,  pending  or  completed action, suit or proceeding, whether
  civil,  criminal, administrative or investigative (other than an action by or in
  the  right  of the corporation) by reason of the fact that he or she is or was a
  director,  officer, employee or agent of the corporation or is or was serving at
  the  request  of  the  corporation  as a director, officer, employee or agent of
  another  corporation,  partnership, joint venture, trust or other enterprise (an
  "Indemnified  Party"),  against expenses (including attorneys' fees), judgments,
  fines  and  amounts  paid  in settlement actually and reasonably incurred by the
  Indemnified  Party  in  connection  with  such action, suit or proceeding if the
  Indemnified  Party  acted  in  good  faith and in a manner the Indemnified Party
  reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
  corporation,  and,  with  respect  to any criminal action or proceedings, had no
  reasonable  cause  to  believe  the  Indemnified  Party's  conduct was unlawful.
  
       Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to
  indemnify  any  Indemnified  Party  who was or is a party or is threatened to be
  made a party to any threatened, pending or completed action or suit by or in the
  right  of  the  corporation  to procure a judgment in its favor by reason of the
  fact  that  such  person  acted  in the capacity of an Indemnified Party against
  expenses,  including amounts paid in settlement and attorneys' fees actually and
  reasonably  incurred  by the Indemnified Party in connection with the defense or
  settlement of such action or suit if the Indemnified Party acted under standards
  similar  to those set forth above, except that no indemnification may be made in
  respect  of  any  claim, issue or matter as to which the Indemnified Party shall
  have  been  adjudged  to  be  liable  to  the corporation or for amounts paid in
  settlement  to  the  corporation unless and only to the extent that the court in
  which  such  action or suit was brought determines upon application that in view
  of all the circumstances the Indemnified Party is fairly and reasonably entitled
  to  indemnity  for  such  expenses  as  the  court  deems  proper.
  
       Section  78.7502  of  the Nevada Law further provides that to the extent an
  Indemnified  Party has been successful on the merits or otherwise in the defense
  of any action, suit or proceeding referred to in subsection (1) or (2) described
  above  or  in the defense of any claim, issue or matter therein, the corporation
  shall  indemnify  the  Indemnified  Party against expenses (including attorneys'
  fees)  actually  and  reasonably incurred by the Indemnified Party in connection
  therewith.
  
       Subsection  1  of  Section  78.751  of  the  Nevada  Law  provides that any
  discretionary  indemnification  under  Section 78.7502 of the Nevada Law, unless
  ordered  by  a court or advanced pursuant to Subsection 2 of Section 78.751, may
  be  made  by  a  corporation  only  as  authorized  in  the specific case upon a
  determination  that  indemnification  of the Indemnified Person is proper in the
  circumstances.  Such  determination must be made (a) by the stockholders, (b) by
  the  board  of  directors  of  the  corporation  by  majority  vote  of a quorum
  consisting  of directors who were not parties to the action, suit or proceeding,
  (c) if a majority vote of a quorum of such disinterested directors so orders, by
  independent  legal  counsel  in  a  written opinion, or (d) by independent legal
  counsel  in a written opinion if a quorum of such disinterested directors cannot
  be  obtained.
  
       Subsection  2  of  Section  78.751  of  the  Nevada  Law  provides  that  a
  corporation's  articles  of  incorporation or bylaws or an agreement made by the
  corporation may require the corporation to pay as incurred and in advance of the
  final  disposition  of  a  criminal  or  civil  action,  suit or proceeding, the
  expenses  of officers and directors in defending such action, suit or proceeding
  upon receipt by the corporation of an undertaking by or on behalf of the officer
  or  director  to repay the amount if it is ultimately determined by a court that
  he  is  not  entitled  to  be  indemnified by the corporation. Said Subsection 2
  further  provides  that  the  provisions  of that Subsection 2 do not affect any
  rights  to  advancement  of  expenses  to  which  corporate personnel other than
  officers  and  directors  may  be  entitled  under contract or otherwise by law.
  
        Subsection  3  of  Section  78.751  of  the  Nevada  Law  provides  that
  indemnification  and advancement of expenses authorized in or ordered by a court
  pursuant  to  said Section 78.751 does not exclude any other rights to which the
  Indemnified  Party  may  be  entitled under the articles of incorporation or any
  by-law, agreement, vote of stockholders or disinterested directors or otherwise,
  for  either  an  action  in  his  official capacity or in another capacity while
  holding his office. However, indemnification, unless ordered by a court pursuant
  to  Section  78.7502  or  for  the advancement of expenses under Subsection 2 of
  Section  78.751  of  the  Nevada  Law,  may  not  be made to or on behalf of any
  director  or officer of the corporation if a final adjudication establishes that
  his or her acts or omissions involved intentional misconduct, fraud or a knowing
  violation  of the law and was material to the cause of action. Additionally, the
  scope  of  such indemnification and advancement of expenses shall continue as to
  an  Indemnified  Party  who  has  ceased  to hold one of the positions specified
  above,  and  shall  inure  to  the  benefit  of  his or her heirs, executors and
  administrators.
  
       Section  78.752  of  the  Nevada Law empowers a corporation to purchase and
  maintain  insurance  or  make  other  financial  arrangements  on  behalf  of an
  Indemnified Party for any liability asserted against such person and liabilities
  and  expenses  incurred  by such person in his or her capacity as an Indemnified
  Party  or arising out of such person's status as an Indemnified Party whether or
  not  the  corporation  has  the  authority to indemnify such person against such
  liability  and  expenses.
  
       The  bylaws  of  the  Company  provide  in  relevant  part:
  
       Subject to the limitations set forth at law, the corporation shall have the
  power to indemnify any director,  officer, employee and agent of the corporation
  who was or is a party  or is  threatened  to be made a party  to any  proceeding
  (other  than by or in the right of to procure s judgment  in its favor)  against
  expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
  reasonably incurred in connection with such proceedings, rpovided that the Board
  shall find that the director, officer, employee or agent acted in good faith and
  in a manner which such oerson  reasonably  believed in the best interests of the
  corporation and, in the case of criminal proceedings, had no reasonable cause to
  believe that the conduct was  unlawful.  The  termination  of any  proceeding by
  judgment,  order,  settlement,  conviction or upon plea of nolo contendere shall
  not, of itself create a  presumption  that such person did not act in good faith
  and in a manner which the person reasonably believed to be in the best interests
  of the  corporation  or that such person had  reasonable  cause to believe  such
  person's conduct was unlawful.
  
       Subject to the limitations set forth at law, the Corporation shall have the
  power to indemnify any direct,  officer,  employee and agent of the  corporation
  who was or is  threatened  to be made a party  to any  threatened,  pending,  or
  completed  legal  action  by or in the  right of the  Corporation  to  procure a
  judgment in its favor, against expenses actually and reasonably incurred by such
  person in connection  with the defense or settlement,  if the Board of Directors
  determine that such person acted in good faith, in a manner such person believed
  to be in the best  interests of the  Corporation  and with such care,  including
  reasonable  inquiry,  as an  ordinarily  prudent  person would use under similar
  circumstances.
  
       Expenses  incurred  in  defending  any  proceeding  may be  advanced by the
  corporation prior to the final disposition of such proceeding upon receipt of an
  undertaking by or on behalf of the officer, director, employee or agent to repay
  such  amount  unless  it shall be  determined  ultimately  that the  officer  or
  director is entitled to be indemnified as authorized by this Article.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not  applicable.
  
  ITEM  8.     EXHIBITS.
  
       The  following  exhibits are filed as a part of this Registration Statement
  pursuant  to  Item  601  of  Regulation  S-B.
  
       4.1  2003 Employee Stock Incentive Plan
  
       4.2  2003 Management Incentive Program
  
       5.1  Opinion  of Longstaff & Mejia, L.L.P.
  
       23.1 Consent  of Stonefield, Josephson,  L.L.P., independent public
            accountants.
  
       23.2 Consent  of  Longstaff & Mejia, L.L.P.  (included in Exhibit 5.1).
  
  ITEM  9.     UNDERTAKINGS.
  
       The  undersigned  registrant  hereby  undertakes:
  
  (1)  To  file,  during  any  period  in  which offers or sales are being made, a
       post-effective  amendment  to  this  Registration  Statement to include any
       material  information  with  respect  to  the  plan  of  distribution  not
       previously  disclosed  in the registration statement or any material change
       to  such  information  in  the  registration  statement;
  
  (2)  That, for the purpose of determining any liability under the Securities Act
       of  1933,  each  such  post-effective amendment shall be deemed to be a new
       registration  statement relating to the securities offered therein, and the
       offering  of such securities at that time shall be deemed to be the initial
       bona  fide  offering  thereof.
  
  
  <PAGE>
  (3)  To  remove  from registration by means of a post-effective amendment any of
       the  securities  being registered which remain unsold at the termination of
       the  offering.
  
       The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
  determining  any  liability under the Securities Act of 1933, each filing of the
  registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
  Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
  registration  statement  shall  be  deemed  to  be  a new registration statement
  relating  to the securities offered therein, and the offering of such securities
  at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of  1933  may be permitted to directors, officers and controlling persons of the
  registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
  has  been  advised that in the opinion of the Securities and Exchange Commission
  such  indemnification  is  against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification against
  such  liabilities (other than the payment by the registrant of expenses incurred
  or  paid  by  a director, officer or controlling person of the registrant in the
  successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has  been  settled  by  controlling  precedent, submit to a court of appropriate
  jurisdiction  the  question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such  issue.
  
  
  <PAGE>
                                     SIGNATURES
  
       Pursuant to the  requirements of the Securities Act of 1933, the registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
  Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized,  in the City of Irvine, and the State of California, on the 16th day
  of May, 2003.
  
  
  
            /s/  Omar A. Rizvi
  By:     ___________________________________
          Omar A. Rizvi
          Chief  Executive  Officer
  
            /s/  R. Douglas Sherrod
  By:     ___________________________________
          R. Douglas Sherrod
          Chief  Financial  Officer
  
  
  
  
  <PAGE>
       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  Registration  Statement  has  been  signed below by the following persons in the
  capacities  indicated  on  the  20th  day  of  February,  2003.
  
  
  /s/ Omar A. Rizvi                       /s/     R. Douglas Sherrod
  ______________________________          ________________________________
  Omar A. Rizvi                           R. Douglas Sherrod
  Director                                Director
  
  
  
  
  
  
  <PAGE>
                                    EXHIBIT INDEX
  
  4.1  2003 Zenith Technology Employee Incentive Plan
  
  4.2  2003 Zenith Technology Management Incentive Program
  
  5.1  Opinion of Longstaff & Mejia, L.L.P.
  
  23.1 Consent of Stonefield Josephson, L.L.P., independent public accountants.
  
  23.2 Consent of  LongStaff & Mejia,  L.L.P.  (incorporated  by reference as Exb.
  5.1)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19987}]
metadata_filer: {"company-data": {"conformed-name": "ZENITH TECHNOLOGY INC", "cik": "0001158235", "assigned-sic": "3679", "irs-number": "680448219", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106359", "film-number": "03752445"}, "business-address": {"street1": "409 CENTER STREET", "city": "YUBA CITY", "state": "CA", "zip": "95991", "phone": "5307900246"}, "mail-address": {"street1": "409 CENTER STREET", "city": "YUBA CITY", "state": "CA", "zip": "95991"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
  
                                     FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                               ZENITH TECHNOLOGY, INC.
               (Exact name of registrant as specified in its charter)
  
       NEVADA                                                  68-0448219
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                       Identification Number)
  
       2600 MICHELSON DRIVE, 17TH FLOOR
       IRVINE, CALIFORNIA                                     92612
       (Address of Principal Executive Offices)             (Zip Code)
  
                       2003 EMPLOYEE STOCK INCENTIVE PLAN AND
                            MANAGEMENT INCENTIVE PROGRAM
                              (Full title of the plan)
  
                              ZENITH TECHNOLOGY, INC.
                          2600 MICHELSON DRIVE, 17TH FLOOR
                              IRVINE, CALIFORNIA 92612
  
                                   With a Copy to
                                  CHQ INCORPORATED
                          1555 E. FLAMINGO ROAD, STE. 1555
                              LAS VEGAS, NEVADA 89170
                       (Name and address of agent for service)
                                   (800) 634-1441
            (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  
  TITLE                                    PROPOSED            PROPOSED
  OF SECURITIES         AMOUNT TO      MAXIMUM OFFERING    MAXIMUM AGGREGATE       AMOUNT OF
  TO BE REGISTERED(1) BE REGISTERED(1) PRICE PER SHARE(2)   OFFERING PRICE(3)  REGISTRATION FEE
  ------------------  ---------------  -----------------  ------------------  -----------------
  Common Stock,
  ..0001 par value
  per share . . . .         4,000,000  $         .001      $           7,825    $      0.63
  ---------------------------------------------------------------------------------------------
  ================================================================================
  
  1    Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
       statement also covers an indeterminate amount of interests to be offered or
       sold pursuant to the employee benefit plans(s) described herein.
  
  2    Pursuant to Rule 457(c)  under the  Securities  Act of 1933,  the  proposed
       offering price of shares of the registrant has been computed as the average
       of the  high  and  low  prices  reported  on the  National  Association  of
       Securities Dealers Over-the-Counter electronic trading facility.
  
  3    The total share reserve for the 2003 Employee Stock Incentive Plan and 2003
       Management Incentive Program is 7,825,573.  Currently, 4,000,000 shares are
       being registered. Pursuant to Rule 457(h) under the Securities Act of 1933,
       the proposed  aggregate  offering  price takes into  consideration  that an
       additional  3,825,473  shares can be issued  pursuant to the 2003  Employee
       Stock Incentive Plan and 2003 Management  Incentive Program.  The aggregate
       total  shares  that  are  issuable  pursuant  to the  2003  Employee  Stock
       Incentive Plan and 2003  Management  Incentive  Program was used to compute
       the  registration  fee on the basis of the high and low prices sales prices
       per share for the last five trading days prior to this filing.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.
  
       The Company's  Quarterly  Report on Form 10-QSB for the quarter ended March
  31, 2003, the Company's Annual Report on Form 10-KSB for the year ended December
  31, 2002,  Quarterly  Report on Form 10-QSB for the quarter ended  September 31,
  2002,  Quarterly  Report on Form  10-QSB for the  quarter  ended June 30,  2002,
  Quarterly  Report on Form 10-QSB for the quarter  ended March 31, 2002,  current
  Reports on Form 8-K filed on  February  7, 2003,  February  4, 2003,  Definitive
  Information  Statement  filed  on Form  DEF-14C  filed  on May 14,  2003 and the
  description of the Company's Common Stock included in its registration statement
  on Form 10-SB/A filed March 14, 2002 pursuant to Section 12(g) of the Securities
  Exchange  Act of 1934  are  incorporated  herein  by  reference.  All  documents
  subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
  of the Securities  Exchange Act of 1934, prior to the filing of a post-effective
  amendment   which  indicates  that  all  securities  have  been  sold  or  which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such  documents.  The Company's  Annual Report,  Quarterly  Reports,  Current
  Reports and Information  Statement which are  incorporated  herein by reference,
  should be read in conjunction with the audited financial statements incorporated
  herein by reference.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES.
  
       Not  applicable.
  
  ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.
  
       Not  applicable.
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
  
       Subsection  1 of Section 78.037 of the Nevada Revised Statutes (the "Nevada
  Law")  empowers  a corporation to eliminate or limit the personal liability of a
  director  or  officer  to  the  corporation  or its stockholders for damages for
  breach of fiduciary duty as a director or officer, but such a provision must not
  eliminate  or  limit  the  liability  of  a  director or officer for (a) acts or
  omissions  which involve intentional misconduct, fraud or a knowing violation of
  law  or  (b)  the payment of distributions in violation of Section 78.300 of the
  Nevada  Law.
  
       Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to
  indemnify  any  person who was or is a party or is threatened to be made a party
  to  any  threatened,  pending  or  completed action, suit or proceeding, whether
  civil,  criminal, administrative or investigative (other than an action by or in
  the  right  of the corporation) by reason of the fact that he or she is or was a
  director,  officer, employee or agent of the corporation or is or was serving at
  the  request  of  the  corporation  as a director, officer, employee or agent of
  another  corporation,  partnership, joint venture, trust or other enterprise (an
  "Indemnified  Party"),  against expenses (including attorneys' fees), judgments,
  fines  and  amounts  paid  in settlement actually and reasonably incurred by the
  Indemnified  Party  in  connection  with  such action, suit or proceeding if the
  Indemnified  Party  acted  in  good  faith and in a manner the Indemnified Party
  reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
  corporation,  and,  with  respect  to any criminal action or proceedings, had no
  reasonable  cause  to  believe  the  Indemnified  Party's  conduct was unlawful.
  
       Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to
  indemnify  any  Indemnified  Party  who was or is a party or is threatened to be
  made a party to any threatened, pending or completed action or suit by or in the
  right  of  the  corporation  to procure a judgment in its favor by reason of the
  fact  that  such  person  acted  in the capacity of an Indemnified Party against
  expenses,  including amounts paid in settlement and attorneys' fees actually and
  reasonably  incurred  by the Indemnified Party in connection with the defense or
  settlement of such action or suit if the Indemnified Party acted under standards
  similar  to those set forth above, except that no indemnification may be made in
  respect  of  any  claim, issue or matter as to which the Indemnified Party shall
  have  been  adjudged  to  be  liable  to  the corporation or for amounts paid in
  settlement  to  the  corporation unless and only to the extent that the court in
  which  such  action or suit was brought determines upon application that in view
  of all the circumstances the Indemnified Party is fairly and reasonably entitled
  to  indemnity  for  such  expenses  as  the  court  deems  proper.
  
       Section  78.7502  of  the Nevada Law further provides that to the extent an
  Indemnified  Party has been successful on the merits or otherwise in the defense
  of any action, suit or proceeding referred to in subsection (1) or (2) described
  above  or  in the defense of any claim, issue or matter therein, the corporation
  shall  indemnify  the  Indemnified  Party against expenses (including attorneys'
  fees)  actually  and  reasonably incurred by the Indemnified Party in connection
  therewith.
  
       Subsection  1  of  Section  78.751  of  the  Nevada  Law  provides that any
  discretionary  indemnification  under  Section 78.7502 of the Nevada Law, unless
  ordered  by  a court or advanced pursuant to Subsection 2 of Section 78.751, may
  be  made  by  a  corporation  only  as  authorized  in  the specific case upon a
  determination  that  indemnification  of the Indemnified Person is proper in the
  circumstances.  Such  determination must be made (a) by the stockholders, (b) by
  the  board  of  directors  of  the  corporation  by  majority  vote  of a quorum
  consisting  of directors who were not parties to the action, suit or proceeding,
  (c) if a majority vote of a quorum of such disinterested directors so orders, by
  independent  legal  counsel  in  a  written opinion, or (d) by independent legal
  counsel  in a written opinion if a quorum of such disinterested directors cannot
  be  obtained.
  
       Subsection  2  of  Section  78.751  of  the  Nevada  Law  provides  that  a
  corporation's  articles  of  incorporation or bylaws or an agreement made by the
  corporation may require the corporation to pay as incurred and in advance of the
  final  disposition  of  a  criminal  or  civil  action,  suit or proceeding, the
  expenses  of officers and directors in defending such action, suit or proceeding
  upon receipt by the corporation of an undertaking by or on behalf of the officer
  or  director  to repay the amount if it is ultimately determined by a court that
  he  is  not  entitled  to  be  indemnified by the corporation. Said Subsection 2
  further  provides  that  the  provisions  of that Subsection 2 do not affect any
  rights  to  advancement  of  expenses  to  which  corporate personnel other than
  officers  and  directors  may  be  entitled  under contract or otherwise by law.
  
        Subsection  3  of  Section  78.751  of  the  Nevada  Law  provides  that
  indemnification  and advancement of expenses authorized in or ordered by a court
  pursuant  to  said Section 78.751 does not exclude any other rights to which the
  Indemnified  Party  may  be  entitled under the articles of incorporation or any
  by-law, agreement, vote of stockholders or disinterested directors or otherwise,
  for  either  an  action  in  his  official capacity or in another capacity while
  holding his office. However, indemnification, unless ordered by a court pursuant
  to  Section  78.7502  or  for  the advancement of expenses under Subsection 2 of
  Section  78.751  of  the  Nevada  Law,  may  not  be made to or on behalf of any
  director  or officer of the corporation if a final adjudication establishes that
  his or her acts or omissions involved intentional misconduct, fraud or a knowing
  violation  of the law and was material to the cause of action. Additionally, the
  scope  of  such indemnification and advancement of expenses shall continue as to
  an  Indemnified  Party  who  has  ceased  to hold one of the positions specified
  above,  and  shall  inure  to  the  benefit  of  his or her heirs, executors and
  administrators.
  
       Section  78.752  of  the  Nevada Law empowers a corporation to purchase and
  maintain  insurance  or  make  other  financial  arrangements  on  behalf  of an
  Indemnified Party for any liability asserted against such person and liabilities
  and  expenses  incurred  by such person in his or her capacity as an Indemnified
  Party  or arising out of such person's status as an Indemnified Party whether or
  not  the  corporation  has  the  authority to indemnify such person against such
  liability  and  expenses.
  
       The  bylaws  of  the  Company  provide  in  relevant  part:
  
       Subject to the limitations set forth at law, the corporation shall have the
  power to indemnify any director,  officer, employee and agent of the corporation
  who was or is a party  or is  threatened  to be made a party  to any  proceeding
  (other  than by or in the right of to procure s judgment  in its favor)  against
  expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
  reasonably incurred in connection with such proceedings, rpovided that the Board
  shall find that the director, officer, employee or agent acted in good faith and
  in a manner which such oerson  reasonably  believed in the best interests of the
  corporation and, in the case of criminal proceedings, had no reasonable cause to
  believe that the conduct was  unlawful.  The  termination  of any  proceeding by
  judgment,  order,  settlement,  conviction or upon plea of nolo contendere shall
  not, of itself create a  presumption  that such person did not act in good faith
  and in a manner which the person reasonably believed to be in the best interests
  of the  corporation  or that such person had  reasonable  cause to believe  such
  person's conduct was unlawful.
  
       Subject to the limitations set forth at law, the Corporation shall have the
  power to indemnify any direct,  officer,  employee and agent of the  corporation
  who was or is  threatened  to be made a party  to any  threatened,  pending,  or
  completed  legal  action  by or in the  right of the  Corporation  to  procure a
  judgment in its favor, against expenses actually and reasonably incurred by such
  person in connection  with the defense or settlement,  if the Board of Directors
  determine that such person acted in good faith, in a manner such person believed
  to be in the best  interests of the  Corporation  and with such care,  including
  reasonable  inquiry,  as an  ordinarily  prudent  person would use under similar
  circumstances.
  
       Expenses  incurred  in  defending  any  proceeding  may be  advanced by the
  corporation prior to the final disposition of such proceeding upon receipt of an
  undertaking by or on behalf of the officer, director, employee or agent to repay
  such  amount  unless  it shall be  determined  ultimately  that the  officer  or
  director is entitled to be indemnified as authorized by this Article.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not  applicable.
  
  ITEM  8.     EXHIBITS.
  
       The  following  exhibits are filed as a part of this Registration Statement
  pursuant  to  Item  601  of  Regulation  S-B.
  
       4.1  2003 Employee Stock Incentive Plan
  
       4.2  2003 Management Incentive Program
  
       5.1  Opinion  of Longstaff & Mejia, L.L.P.
  
       23.1 Consent  of Stonefield, Josephson,  L.L.P., independent public
            accountants.
  
       23.2 Consent  of  Longstaff & Mejia, L.L.P.  (included in Exhibit 5.1).
  
  ITEM  9.     UNDERTAKINGS.
  
       The  undersigned  registrant  hereby  undertakes:
  
  (1)  To  file,  during  any  period  in  which offers or sales are being made, a
       post-effective  amendment  to  this  Registration  Statement to include any
       material  information  with  respect  to  the  plan  of  distribution  not
       previously  disclosed  in the registration statement or any material change
       to  such  information  in  the  registration  statement;
  
  (2)  That, for the purpose of determining any liability under the Securities Act
       of  1933,  each  such  post-effective amendment shall be deemed to be a new
       registration  statement relating to the securities offered therein, and the
       offering  of such securities at that time shall be deemed to be the initial
       bona  fide  offering  thereof.
  (3)  To  remove  from registration by means of a post-effective amendment any of
       the  securities  being registered which remain unsold at the termination of
       the  offering.
  
       The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
  determining  any  liability under the Securities Act of 1933, each filing of the
  registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
  Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
  registration  statement  shall  be  deemed  to  be  a new registration statement
  relating  to the securities offered therein, and the offering of such securities
  at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  of  1933  may be permitted to directors, officers and controlling persons of the
  registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
  has  been  advised that in the opinion of the Securities and Exchange Commission
  such  indemnification  is  against public policy as expressed in the Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification against
  such  liabilities (other than the payment by the registrant of expenses incurred
  or  paid  by  a director, officer or controlling person of the registrant in the
  successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has  been  settled  by  controlling  precedent, submit to a court of appropriate
  jurisdiction  the  question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such  issue.
  SIGNATURES
  
       Pursuant to the  requirements of the Securities Act of 1933, the registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
  Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
  authorized,  in the City of Irvine, and the State of California, on the 16th day
  of May, 2003.
  
            /s/  Omar A. Rizvi
  By:     ___________________________________
          Omar A. Rizvi
          Chief  Executive  Officer
  
            /s/  R. Douglas Sherrod
  By:     ___________________________________
          R. Douglas Sherrod
          Chief  Financial  Officer
  Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  Registration  Statement  has  been  signed below by the following persons in the
  capacities  indicated  on  the  20th  day  of  February,  2003.
  
  /s/ Omar A. Rizvi                       /s/     R. Douglas Sherrod
  ______________________________          ________________________________
  Omar A. Rizvi                           R. Douglas Sherrod
  Director                                Director
  EXHIBIT INDEX
  
  4.1  2003 Zenith Technology Employee Incentive Plan
  
  4.2  2003 Zenith Technology Management Incentive Program
  
  5.1  Opinion of Longstaff & Mejia, L.L.P.
  
  23.1 Consent of Stonefield Josephson, L.L.P., independent public accountants.
  
  23.2 Consent of  LongStaff & Mejia,  L.L.P.  (incorporated  by reference as Exb.
  5.1)