UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                                  Amendment #1


[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003
                   ___________________________________________

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _______________________ to _____________


                        Commission file number:000-29209
                                               _________


                         21ST CENTURY TECHNOLOGIES, INC.
                 ______________________________________________
                 (Name of small business issuer in its charter)


             NEVADA                                        48-111056
_______________________________             ____________________________________
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


               2700 W. Sahara Blvd., Suite 440, Las Vegas, NV 89102
        ________________________________________________________________
               (Address of principal executive offices) (Zip Code)


Issuer's telephone number (702) 248-1588
                          ______________


Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

                      $0.001 PAR VALUE COMMON VOTING STOCK
________________________________________________________________________________
                                (Title of class)


<PAGE>


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. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to ITEM 405 OF
REGULATION  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

State issuer's  revenues for its most recent fiscal year.
    $2,243,635
-----------------------------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the  Exchange  Act.)

NOTE:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions,  if the  assumptions  are  stated.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the  number of shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date. 493,100,811  ISSUED
COMMON SHARES AS OF March 29, 2004.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                NOT APPLICABLE.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]

<PAGE>


                                     PART I

ITEM 1.

BUSINESS

GENERAL

As a business development company, we provide long-term debt and equity
investment capital to support the expansion of companies in a variety of
industries. We generally invest in illiquid securities through privately
negotiated transactions. We generally invest in private small to middle market
companies though, from time to time, we may invest in public companies that lack
access to public capital or whose securities may not be marginable. Today, our
investment and lending activity is generally focused in private finance.




Our investment portfolio consists primarily of secured loans with or without
equity features, equity investments in companies, which may or may not
constitute a controlling equity interest, preferred shares in collateralized
debt obligations, and commercial mortgage loans. At December 31, 2003, our
investment portfolio totaled $10,439,075 at fair value. Our investment objective
is to achieve current income and capital gains.

CORPORATE HISTORY

21st Century Technologies, Inc. ("the Company") is a Nevada corporation. The
Company merged into a "public shell" (formerly First National Holding
Corporation) after acquiring certain assets of Innovative Weaponry, Inc., a
debtor in bankruptcy, and commenced trading on June 1, 1995. The name of the
Company was changed from Innovative Weaponry, Inc. to 21st Century Technologies,
Inc. on September 25, 1995. Effective October 1, 2003, the Company converted to
a Business Development Company under the Investment Company Act of 1940.

PORTFOLIO INVESTMENTS

The Company had investments in nine controlled (portfolio) corporations at the
end of the reporting fiscal year:

1. INNOVATIVE WEAPONRY INC.

<PAGE>

Innovative Weaponry is a manufacturer of night sights utilizing tritium, a
radioactive isotope of hydrogen. Products are available to both public entities
and private gun owners. Encapsulated in phosphor-lined glass sight inserts, the
tritium causes the phosphors to glow, making the sights useful in low-light and
no-light conditions. The Innovative Weaponry products feature multi-color
tritium sights with the front sight brighter than the rear sight thereby
enhancing low light sighting. Innovative Weaponry products have been sold to
original equipment manufacturers, members of the United States military
(including Navy Seal Teams, United States Customs, Drug Enforcement agencies,
Fish and Game departments, and numerous state and local police departments
nationwide).

Innovative Weaponry sells under the federal trade mark protected name "PT Night
Sights (TM) a multi-color 3-dot night sight using the radioactive isotope
tritium in encapsulated form to provide light in low light and no light
situations. Innovative Weaponry's domestic competition is: (1) Trijicon (2)
Meprolight (3) Trilux. (4) Truglo. Each of these companies is private and no
public sales figures are available.


Tritium is a radioactive product that is regulated by the U.S. Nuclear
Regulatory Commission ("NRC") and the Texas Department of Health (TDH).
Innovative Weaponry is licensed with the NRC and TDH to import tritium in
connection with the manufacture of its night sights and low-light sights. IWI's
licensing by the NRC is currently under review to expand legal applications of
different configurations of PT NIGHT SIGHTS (TM). Innovative Weaponry is a New
Mexico corporation and is owned 100% by the Company.

2. TRIDENT TECHNOLOGIES, INC.

Trident Technologies, Inc. ("Trident") manufactures a series of products based
upon permanent magnets, which use patented technology employing rare earths and
sophisticated circuitry. Trident is a Nevada corporation and is owned 100% by
the Company. The magnets are used to attach leak-sealing devices to ferrous
surfaces. The devices are made in several configurations. One series is
engineered for maritime applications and is known in its various configurations
as "SeaPatch." The series engineered for land-based applications is known in its
various configurations as "ProMag."

The magnetic force exerted by the adhesion magnets employed by SeaPatch and
ProMag is so powerful that a cam-lever device is required to detach the devices
once they are deployed on ferrous surfaces. This technique is known as "cam-on
cam-off". The SeaPatch and ProMag have applications in both the disaster and
environmental markets. The technology is based on a patented magnetic means of
implementing emergency ship, storage container, pipeline and other repairs where
surface integrity has been breached as in the case of a rip or tear to a ship's
hull or a ruptured railroad tank car. The technology utilizes the rare-earth
magnetic pack and cam-on/cam-off technology to attach a compression patch to
tears, stress fractures and punctures in a ship's hull above or below the

<PAGE>

waterline, or any of many various applications for the stopping of land-based
leaks, as occur in pipelines, storage tanks, tank cars and numerous other
ferrous-based containers of liquids or gases.

This technology provides a new approach to resolving a problem having high
public visibility due to the extensive environmental focus on potentially
hazardous chemical and oil spills from pipelines, storage containers, railroad
cars and marine transport vessels.

Trident markets its products to private industry, including the maritime and
salvage industries, as well as governmental entities.

3. GRIFFON USA, INC.

Griffon USA, Inc. ("Griffon"), was an importer of .45 caliber semi-automatic
pistols from Continental Weapons (Pty) located in South Africa. It no longer
engages in business of any kind

4. NET CONSTRUCTION, INC.

On June 19, 2001, the name of CQB Armor, Inc., a 100% owned subsidiary of the
Company, was changed to Net Construction, Inc. CQB Armor had been an inactive
subsidiary since its formation due to the failure of a planned acquisition to
close. The name was changed in order to effect the acquisition of Net
Construction, a telecommunications and networking company originally founded in
1999. It was the Company's intent to offer through Net Construction a variety of
telecommunications services. Due to higher than anticipated overhead expense,
the Company discontinued operations of Net Construction.

5. TRADE PARTNERS INTERNATIONAL, INC.

Trade Partners International, Inc. ("Trade Partners") did not engage in business
activities during the year 2003.

6.  HALLMARK HUMAN RESOURCES, INC.

Hallmark Human Resources, Inc. ("Hallmark"), a wholly owned subsidiary of the
Company, did not engage in business during the year 2003.

7.  MINIATURE MACHINE CORPORATION, INC.

In March 2001, the Company acquired the stock of Miniature Machine Corporation,
Inc. {"MMC"}, a manufacturer and distributor of gun sights. The primary
difference between the products is that Innovative Weaponry markets fixed
sights, while MMC sights are adjustable. The subject of precision machining, the
open sights offered by MMC are favorites of gun enthusiasts and serious
hobbyists. The manufacture and sale of MMC sights has been integrated smoothly
into the manufacture and sale of PT Night Sights offered by Innovative Weaponry,
Inc. MMC has subsequently been merged into IWI.

<PAGE>

8. U.S. OPTICS TECHNOLOGIES, INC.

This Company had no business activity during 2003.

9.   PARAMOUNT MULTISERVICES, INC.

Paramount was acquired at year-end 2003 from an investment group in which a
former member of the Board of Directors and current General Manager of
operations had an ownership interest. The Company acquired 100% ownership of
this company in an exchange of common stock and changed the name to Paramount
MultiServices, Inc. Paramount was valued by an independent business valuation
consultant. The Company exchanged a non-interest bearing note which will be paid
over 3 years with common stock.

Paramount has facilities located in Alliance, Nebraska; Corpus Christi, Texas;
and Duncanville, Texas and currently employs approximately 125 people in
positions with administrative, management, and telemarketing responsibilities.
Approximately 65% of Paramount's business relates to outbound telemarketing
calls, and the remaining 35% of sales relate to inbound calls. Outbound
telemarketing calls relate to attempts by financial services companies to sell
add-on services to existing customers. Inbound calls primarily relate to service
requests for insurance companies.

10.     PRIZEWISE, INC.

PrizeWise is an online trading platform in which anyone can post and sell
anything of value, like eBay. Unlike eBay, items on PrizeWise are raffled off
rather than auctioned off. The seller sets the raffle price and PrizeWise takes
17% commission on the total sale. Buyers chance winning items for nearly
nothing, and sellers get higher sale prices. Instead of simple selling raffle
tickets for a dollar a piece, PrizeWise sells coupons to which the raffle
tickets are incidental, and which PrizeWise actually gets paid to distribute. It
is anticipated that the trading platform will be live during the second quarter
of 2004.

RESEARCH AND DEVELOPMENT.

The Company currently has no research and development group. Periodically, our
portfolio companies make refinements to their products on a line production
basis. AVAILABLE INFORMATION Our Internet address is
www.21stcenturytechnologies.com. We are in process of making available free of
charge on our website our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and amendments to those reports as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. Information contained on our website is not incorporated

<PAGE>

by reference into this annual report on Form 10-K and you should not consider
information contained on our website to be part of this annual report on Form
10-K. Additionally, there will be a copy of our Corporate Code of Ethics posted
on the web site.

PRIVATE FINANCE

We participate in the private equity business by providing privately negotiated
long-term debt and equity investment capital. Our private finance investment
activity is generally focused on providing capital in the form of debt with or
without equity features, such as warrants or options, often referred to as
mezzanine financing. In certain situations, we may also take a controlling
equity position in a company. Our private financing is generally used to fund
growth, buyouts, acquisitions, recapitalizations, note purchases, and bridge
financings. We generally invest in private companies though, from time to time,
we may invest in public companies that lack access to public capital or whose
securities may not be marginable.

At December 31, 2003, 16.2% of the private finance portfolio consisted of loans
and debt securities, 61.6% consisted of equity securities and 22.2% consisted of
investments in and advances to controlled companies.. Our private finance
portfolio includes investments in a wide variety of industries, including
homeland security products, business services, financial services, light
industrial products, retail, internet activities, and firearms and homeland
security related products.

We fund new investments using cash, through the issuance of our common equity,
the reinvestment of previously accrued interest and dividends in debt or equity
securities, or the current reinvestment of interest and dividend income through
the receipt of a debt or equity security (payment-in-kind income). From time to
time, we may also opt to reinvest accrued interest receivable in a new debt or
equity security, in lieu of receiving such interest in cash and providing a
subsequent investment. When we acquire a controlling interest in a company, we
may have the opportunity to acquire the company's equity with our common stock.
The issuance of our stock as consideration may provide us with the benefit of
raising equity without having to access the public markets in an underwritten
offering, including the added benefit of the elimination of any underwriter
commissions.

As a business development company, we are required to make significant
managerial assistance available to the companies in our investment portfolio. In
addition to the interest and dividends received from our private finance
investments, we will often generate additional fee income for the structuring,
diligence, transaction and management services and guarantees we provide to our
portfolio companies.

There is no one methodology to determine enterprise value and, in fact, for any
one portfolio company, enterprise value is best expressed as a range of fair
values, from which we derive a single estimate of enterprise value. To determine
the enterprise value of a portfolio company, we analyze its historical and
projected financial results. We generally require portfolio companies to provide
annual audited and monthly unaudited financial statements, as well as annual

<PAGE>

projections for the upcoming fiscal year. Typically in the private equity
business, companies are bought and sold based upon multiples of EBITDA, cash
flow, net income, revenues or, in limited instances, book value. The private
equity industry uses financial measures such as EBITDA or EBITDAM (Earnings
Before Interest, Taxes, Depreciation, Amortization and, in some instances,
Management fees) in order to assess a portfolio company's financial performance
and to value a portfolio company. EBITDA and EBITDAM are not intended to
represent cash flow from operations as defined by accounting principles
generally accepted in the United States of America and such information should
not be considered as an alternative to net income, cash flow from operations, or
any other measure of performance prescribed by accounting principles generally
accepted in the United States of America. When using EBITDA to determine
enterprise value, we may adjust EBITDA for non-recurring items. Such adjustments
are intended to normalize EBITDA to reflect the portfolio company's earnings
power. Adjustments to EBITDA may include compensation to previous owners,
acquisition, recapitalization, or restructuring related items or one-time
non-recurring income or expense items.

In determining a multiple to use for valuation purposes, we look to private
merger and acquisition statistics, discounted public trading multiples or
industry practices. In estimating a reasonable multiple, we consider not only
the fact that our portfolio company may be a private company relative to a peer
group of public comparables, but we also consider the size and scope of our
portfolio company and its specific strengths and weaknesses. In some cases, the
best valuation methodology may be a discounted cash flow analysis based on
future projections. If a portfolio company is distressed, a liquidation analysis
may provide the best indication of enterprise value.

If there is adequate enterprise value to support the repayment of our debt, the
fair value of our loan or debt security normally corresponds to cost unless the
borrower's condition or other factors lead to a determination of fair value at a
different amount. The fair value of equity interests in portfolio companies are
determined based on various factors, including the enterprise value remaining
for equity holders after the repayment of the portfolio company's debt and other
pertinent factors such as recent offers to purchase a portfolio company's equity
interest or other potential liquidity events. The determined equity values are
generally discounted when we have a minority position, restrictions on resale,
specific concerns about the receptivity of the capital markets to a specific
company at a certain time, or other factors.

VALUATION PROCESS.

Upon conversion to a business development company, we employed independent
business valuation experts to value our portfolio companies, (formerly wholly
owned subsidiaries), inactive shell corporations, significant acquisitions,
(Paramount MultiServices, Inc.) and certain portfolio investments(HCIA Preferred
Stock). The portfolio companies were valued effective September 30, 2003 and
December 31, 2003. Acquisitions and portfolio investments were valued as of
December 31, 2003. The result of these evaluations is shown as unrealized
appreciation (depreciation) on investments in the balance sheet and as
cumulative effect of conversion to business development corporation on the
statement of operations.

<PAGE>

The following is a description of the steps we will take in future quarters to
determine the value of our portfolio:

o  Our quarterly valuation process begins with each portfolio company or
   investment being initially valued by the investment professionals responsible
   for the portfolio investment.

o  Preliminary valuation conclusions are then discussed and documented in a
   valuation write-up and/ or worksheet and then discussed with our portfolio
   management team under the supervision of the Chief Financial Officer.

o  The investment committee, consisting of our Independent Directors, meets to
   discuss valuations as preliminarily determined and documented by our
   investment professionals, questions the valuation data and conclusions, and
   arrives at an investment committee view of valuation.

o  The investment committee provides comments on the preliminary valuation and
   the deal team and portfolio management team respond and supplement the
   documentation based upon those comments.

o  The valuation documentation is updated and distributed to our board of
   directors and the audit committee of the board of directors.

o  The audit committee meets in advance of the board of directors to discuss the
   valuations and supporting documentation.

o  The board of directors meets to discuss valuations and review the input of
   the audit committee and management.

o  To the extent changes or additional information is deemed necessary, a
   follow-up board meeting, executive committee meeting or audit committee
   meeting may take place.

o  The board of directors determines the fair value of the portfolio in good
   faith.


CERTAIN GOVERNMENT REGULATIONS

We operate in a highly regulated environment. The following discussion generally
summarizes certain government regulations.

<PAGE>

BUSINESS DEVELOPMENT COMPANY. A business development company is defined and
regulated by the 1940 Act. A business development company must be organized in
the United States for the purpose of investing in or lending to primarily
private companies and making managerial assistance available to them. A business
development company may use capital provided by public shareholders and from
other sources to invest in long-term, private investments in businesses. A
business development company provides shareholders the ability to retain the
liquidity of a publicly traded stock, while sharing in the possible benefits, if
any, of investing in primarily privately owned companies.

As a business development company, we may not acquire any asset other than
"qualifying assets" unless, at the time we make the acquisition, the value of
our qualifying assets represent at least 70% of the value of our total assets.
The principal categories of qualifying assets relevant to our business are:

o  Securities purchased in transactions not involving any public offering, the
   issuer of which is an eligible portfolio company;

o  Securities received in exchange for or distributed with respect to securities
   described in the bullet above or pursuant to the exercise of options,
   warrants or rights relating to such securities; and

o  Cash, cash items, government securities or high quality debt securities
   (within the meaning of the 1940 Act), maturing in one year or less from the
   time of investment.

An eligible portfolio company is generally a domestic company that is not an
investment company (other than a small business investment company wholly owned
by a business development company), and that:

o  does not have a class of securities registered on an exchange or a class of
   securities with respect to which a broker may extend margin credit;

o  is actively controlled by the business development company and has an
   affiliate of a business development company on its board of directors; or

o  meets such other criteria as may be established by the SEC.

Control under the 1940 Act is presumed to exist where a business development
company beneficially owns more than 25% of the outstanding voting securities of
the portfolio company.

To include certain securities described above as qualifying assets for the
purpose of the 70% test, a business development company must make available to
the issuer of those securities significant managerial assistance such as
providing significant guidance and counsel concerning the management,

<PAGE>

operations, or business objectives and policies of a portfolio company or making
loans to a portfolio company. We offer to provide managerial assistance to each
of our portfolio companies.

As a business development company, we are entitled to issue senior securities in
the form of stock or senior securities representing indebtedness, including debt
securities and preferred stock, as long as each class of senior security has an
asset coverage of at least 200% immediately after each such issuance.

We may also be prohibited under the 1940 Act from knowingly participating in
certain transactions with our affiliates without the prior approval of our board
of directors who are not interested persons and, in some cases, prior approval
by the SEC.

We are periodically examined by the SEC for compliance with the 1940 Act. As of
the date of this filing we have not been examined by the SEC and have not been
notified of a pending examination.

As with other companies regulated by the 1940 Act, a business development
company must adhere to certain substantive regulatory requirements. A majority
of our directors must be persons who are not interested persons, as that term is
defined in the 1940 Act. Additionally, we are required to provide and maintain a
bond issued by a reputable fidelity insurance company to protect us against
larceny and embezzlement. Furthermore, as a business development company, we are
prohibited from protecting any director or officer against any liability to the
Company or our shareholders arising from willful malfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office.

We maintain a code of ethics that establishes procedures for personal investment
and restricts certain transactions by our personnel. Our code of ethics
generally does not permit investment by our employees in securities that may be
purchased or held by us. The code of ethics is filed as an exhibit to this 10K
which will be on file at the SEC. You may read and copy the code of ethics at
the SEC's Public Reference Room in Washington, D.C. You may obtain information
on operations of the Public Reference Room by calling the SEC at (202) 942-8090.
In addition, the code of ethics is available on the EDGAR Database on the SEC
Internet site at http://www.sec.gov. You may obtain copies of the code of
ethics, after paying a duplicating fee, by electronic request at the following
email address: publicinfo@sec.gov, or by writing to the SEC's Public Reference
Section, 450 5th Street, NW, Washington, D.C. 20549. Additionally, the code of
ethics will be posted on our corporate website, www.21stcenturytechnologies.com.

As a business development company under the 1940 Act, we are entitled to provide
loans to our employees in connection with the exercise of options. However, as a
result of provisions of the Sarbanes-Oxley Act of 2002, we are prohibited from
making new loans to, or materially modifying existing loans with, our executive
officers in the future.

<PAGE>

We may not change the nature of our business so as to cease to be, or withdraw
our election as, a business development company unless authorized by vote of a
"majority of the outstanding voting securities," as defined in the 1940 Act, of
our shares. A majority of the outstanding voting securities of a company is
defined under the 1940 Act as the lesser of: (i) 67% or more of such company's
shares present at a meeting if more than 50% of the outstanding shares of such
company are present and represented by proxy or (ii) more than 50% of the
outstanding shares of such company. Since we made our business development
company election, we have not made any substantial change in the nature of our
business.

REGULATED INVESTMENT COMPANY STATUS. We have not elected to be taxed as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986.

COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002 AND NYSE CORPORATE GOVERNANCE
REGULATIONS. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide
variety of new regulatory requirements on publicly-held companies and their
insiders. Many of these requirements will affect us. For example:

o  Our chief executive officer and chief financial officer must now certify the
   accuracy of the financial statements contained in our periodic reports;

o  Our periodic reports must disclose our conclusions about the effectiveness of
   our disclosure controls and procedures;

o  Our periodic reports must disclose whether there were significant changes in
   our internal controls or in other factors that could significantly affect
   these controls subsequent to the date of their evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses; and

o  We may not make any loan to any director or executive officer and we may not
   materially modify any existing loans.

The Sarbanes-Oxley Act has required us to review our current policies and
procedures to determine whether we comply with the Sarbanes-Oxley Act and the
new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-Oxley
Act and will take actions necessary to ensure that we are in compliance
therewith.

RISK FACTORS

INVESTING IN 21ST CENTURY TECHNOLOGIES, INC. INVOLVES A NUMBER OF SIGNIFICANT
RISKS RELATING TO OUR BUSINESS AND INVESTMENT OBJECTIVE. AS A RESULT, THERE CAN
BE NO ASSURANCE THAT WE WILL ACHIEVE OUR INVESTMENT OBJECTIVE. IN ADDITION TO
THE RISK FACTORS DESCRIBED BELOW, OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY INCLUDE:

<PAGE>

o  GLOBAL ECONOMIC DOWNTURNS, COUPLED WITH WAR OR THE THREAT OF WAR;

o  RISK ASSOCIATED WITH POSSIBLE DISRUPTION IN OUR OPERATIONS DUE TO TERRORISM;

o  FUTURE REGULATORY ACTIONS AND CONDITIONS IN OUR OPERATING AREAS; AND

o  OTHER RISKS AND UNCERTAINTIES AS MAY BE DETAILED FROM TIME TO TIME IN OUR
   PUBLIC ANNOUNCEMENTS AND SEC FILINGS.

INVESTING IN PRIVATE COMPANIES INVOLVES A HIGH DEGREE OF RISK. Our portfolio
consists of primarily long-term loans to and investments in private companies.
Investments in private businesses involve a high degree of business and
financial risk, which can result in substantial losses and accordingly should be
considered speculative. There is generally no publicly available information
about the companies in which we invest, and we rely significantly on the
diligence of our employees and agents to obtain information in connection with
our investment decisions. In addition, some smaller businesses have narrower
product lines and market shares than their competition, and may be more
vulnerable to customer preferences, market conditions or economic downturns,
which may adversely affect the return on, or the recovery of, our investment in
such businesses.

OUR PORTFOLIO OF INVESTMENTS IS ILLIQUID. We generally acquire our investments
directly from the issuer in privately negotiated transactions. The majority of
the investments in our portfolio may be subject to restrictions on resale or
otherwise have no established trading market. We typically exit our investments
when the portfolio company has a liquidity event such as a sale,
recapitalization, or initial public offering of the company. The illiquidity of
our investments may adversely affect our ability to dispose of debt and equity
securities at times when it may be otherwise advantageous for us to liquidate
such investments. In addition, if we were forced to immediately liquidate some
or all of the investments in the portfolio, the proceeds of such liquidation
would be significantly less than the current value of such investments.

Substantially all of our portfolio investments are recorded at fair value as
determined in good faith by our board of directors and, as a result, there is
uncertainty regarding the value of our portfolio investments. At December 31,
2003, approximately 97% of our total assets represented portfolio investments
recorded at fair value. Pursuant to the requirements of the 1940 Act, we value
substantially all of our investments at fair value as determined in good faith
by our board of directors on a quarterly basis. Since there is typically no
readily ascertainable market value for the investments in our portfolio, our
board of directors determines in good faith the fair value of these investments
pursuant to a valuation policy and a consistently applied valuation process.
Initial valuations as of September 30, 2003 and December 31, 2003, respectively,
were provided by independent valuation specialists.

There is no single standard for determining fair value in good faith. As a
result, determining fair value requires that judgment be applied to the specific
facts and circumstances of

<PAGE>

each portfolio investment while employing a consistently applied valuation
process for the types of investments we make. Unlike banks, we are not permitted
to provide a general reserve for anticipated loan losses; we are instead
required by the 1940 Act to specifically value each individual investment on a
quarterly basis, and record unrealized depreciation for an investment that we
believe has become impaired, including where collection of a loan or realization
of an equity security is doubtful, or when the enterprise value of the company
does not currently support the cost of our debt or equity investment.
Conversely, we will record unrealized appreciation if we believe that the
underlying portfolio company has appreciated in value and, therefore, our equity
security has also appreciated in value. Without a readily ascertainable market
value and because of the inherent uncertainty of valuation, the fair value of
our investments determined in good faith by the board of directors may differ
significantly from the values that would have been used had a ready market
existed for the investments, and the differences could be material.

We adjust quarterly the valuation of our portfolio to reflect the board of
directors' determination of the fair value of each investment in our portfolio.
Any changes in estimated fair value are recorded in our statement of operations
as "Net unrealized gains (losses)."

ECONOMIC RECESSIONS OR DOWNTURNS COULD IMPAIR OUR PORTFOLIO COMPANIES AND HARM
OUR OPERATING RESULTS. Many of the companies in which we have made or will make
investments may be susceptible to economic slowdowns or recessions. An economic
slowdown may affect the ability of a company to engage in a liquidity event. Our
non-performing assets are likely to increase and the value of our portfolio is
likely to decrease during these periods. These conditions could lead to
financial losses in our portfolio and a decrease in our revenues, net income,
and assets.

Our business of making private equity investments and positioning them for
liquidity events also may be affected by current and future market conditions.
The absence of an active senior lending environment may slow the amount of
private equity investment activity generally. As a result, the pace of our
investment activity may slow. In addition, significant changes in the capital
markets could have an effect on the valuations of private companies and on the
potential for liquidity events involving such companies. This could affect the
amount and timing of gains realized on our investments.

OUR BORROWERS MAY DEFAULT ON THEIR PAYMENTS, WHICH MAY HAVE AN EFFECT ON OUR
FINANCIAL PERFORMANCE. We make long-term unsecured, subordinated loans and
invest in equity securities, which may involve a higher degree of repayment
risk. We primarily invest in companies that may have limited financial resources
and that may be unable to obtain financing from traditional sources. Numerous
factors may affect a borrower's ability to repay its loan, including the failure
to meet its business plan, a downturn in its industry, or negative economic
conditions. Deterioration in a borrower's financial condition and prospects may
be accompanied by deterioration in any related collateral.

<PAGE>

OUR PRIVATE FINANCE INVESTMENTS MAY NOT PRODUCE CURRENT RETURNS OR CAPITAL
GAINS. Private finance investments are typically structured as debt securities
with a relatively high fixed rate of interest and with equity features such as
conversion rights, warrants, or options. As a result, private finance
investments are generally structured to generate interest income from the time
they are made and may also produce a realized gain from an accompanying equity
feature. We cannot be sure that our portfolio will generate a current return or
capital gains.

WE MAY BORROW MONEY WHICH MAGNIFIES THE POTENTIAL FOR GAIN OR LOSS ON AMOUNTS
INVESTED AND MAY INCREASE THE RISK OF INVESTING IN US. Borrowings, also known as
leverage, magnify the potential for gain or loss on amounts invested and,
therefore, increase the risks associated with investing in our securities. We
can borrow from and issue senior debt securities to banks, insurance companies,
and other lenders. Lenders of these senior securities would have fixed dollar
claims on our consolidated assets that are superior to the claims of our common
shareholders. If the value of our consolidated assets increases, then leveraging
would cause the net asset value attributable to our common stock to increase
more sharply than it would have had we not leveraged. Conversely, if the value
of our consolidated assets decreases, leveraging would cause net asset value to
decline more sharply than it otherwise would have had we not leveraged.
Similarly, any increase in our consolidated income in excess of consolidated
interest payable on the borrowed funds would cause our net income to increase
more than it would without the leverage, while any decrease in our consolidated
income would cause net income to decline more sharply than it would have had we
not borrowed. At December 31, 2003, we had $1,959,267 of outstanding
indebtedness, bearing a weighted average annual interest cost of 5%.

CHANGES IN INTEREST RATES MAY AFFECT OUR COST OF CAPITAL AND NET INVESTMENT
INCOME. Because we can borrow money to make investments, our net investment
income before net realized and unrealized gains or losses, or net investment
income, can be dependent upon the difference between the rate at which we borrow
funds and the rate at which we invest these funds. As a result, there can be no
assurance that a significant change in market interest rates will not have a
material adverse effect on our net investment income. In periods of rising
interest rates, our cost of funds would increase, which would reduce our net
investment income. We can use a combination of long-term and short-term
borrowings and equity capital to finance our investing activities.

WE OPERATE IN A COMPETITIVE MARKET FOR INVESTMENT OPPORTUNITIES. We compete for
investments with a large number of private equity funds and mezzanine funds,
investment banks and other equity and non-equity based investment funds, and
other sources of financing, including traditional financial services companies
such as commercial banks. Some of our competitors have greater resources than we
do. Increased competition would make it more difficult for us to purchase or
originate investments at attractive prices. As a result of this competition,
sometimes we may be precluded from making otherwise attractive investments.

<PAGE>

WE DEPEND ON KEY PERSONNEL. We depend on the continued services of our executive
officers and other key management personnel. If we were to lose any of these
officers or other management personnel, such a loss could result in
inefficiencies in our operations and lost business opportunities.

CHANGES IN THE LAW OR REGULATIONS THAT GOVERN US COULD HAVE A MATERIAL IMPACT ON
US OR OUR OPERATIONS. We are regulated by the SEC. In addition, changes in the
laws or regulations that govern business development companies, regulated
investment companies, real estate investment trusts, and small business
investment companies may significantly affect our business. Any change in the
law or regulations that govern our business could have a material impact on us
or our operations. Laws and regulations may be changed from time to time, and
the interpretations of the relevant laws and regulations also are subject to
change.

RESULTS MAY FLUCTUATE AND MAY NOT BE INDICATIVE OF FUTURE PERFORMANCE. Our
operating results will fluctuate and, therefore, you should not rely on current
or historical period results to be indicative of our performance in future
reporting periods. Factors that could cause operating results to fluctuate
include, among others, variations in the investment origination volume and fee
income earned, variation in timing of prepayments, variations in and the timing
of the recognition of realized and unrealized gains or losses, the degree to
which we encounter competition in our markets, and general economic conditions.

OUR COMMON STOCK PRICE MAY BE VOLATILE. The trading price of our common stock
may fluctuate substantially. The price of the common stock may be higher or
lower than the price you pay for your shares, depending on many factors, some of
which are beyond our control and may not be directly related to our operating
performance. These factors include the following:

o  price and volume fluctuations in the overall stock market from time to time;

o  significant volatility in the market price and trading volume of securities
   of business development companies or other financial services companies;

o  changes in regulatory policies or tax guidelines with respect to business
   development companies or regulated investment companies;

o  actual or anticipated changes in our earnings or fluctuations in our
   operating results or changes in the expectations of securities analysts;

o  general economic conditions and trends;

<PAGE>

o  loss of a major funding source; or

o  departures of key personnel.

ITEM 2. PROPERTIES

Our principal offices are located at 2700 W. Sahara, Suite 440 and 420, Las
Vegas, NV. The office is equipped with an integrated network of computers for
word processing, financial analysis, accounting and loan servicing. We believe
our office space is suitable for our needs for the foreseeable future.

As of the close of the reporting period, the Company and its wholly owned non
consolidated portfolio companies had approximately 155 employees.

Innovative Weaponry is in process of moving to new offices at 2900 S. Highland
Dr., Suite 18B, Las Vegas, NV and Trident has production and sales offices
located at 4011 C HWY 377 South, Fort Worth, TX 76116.

ITEM 3. LEGAL PROCEEDINGS

We may be a party to certain other lawsuits including legal proceedings
incidental to the normal course of our business. While the outcome of these
legal proceedings cannot at this time be predicted with certainty, we do not
expect that these proceedings will have a material effect upon our financial
condition or results of operations.

On September 5, 2001, Patricia Wilson, a former officer, director and employee
of the Company, filed suit against the Company and directors Ken Wilson, Jim
Mydlach and Dave Gregor. The suit is pending in the 153rd District Court of
Tarrant County, Texas in Cause Number 153-189311-01. The suit arises out of Ms.
Wilson's termination as an officer and director of the company on August 31,
2001. The causes of action asserted against the Defendants include breach of
fiduciary duty, breach of contract, defamation and negligent investigation. The
Petition seeks actual damages of $500,000.00, exemplary damages of $10,000,000,
and 9,000,000 shares of Company stock. A further discussion of the litigation is
included in the Company's Form 8- K filed as of September 26, 2001.

On February 20, 2004, in Case No. 02-1927 RGK, in the United States District
Court for the Central District of California, in a case styled Bike Doctor, a
California Partnership -vs- 21st Century Technologies, Inc., Kenneth E. Wilson
and Scott Sheppard, a judgment was entered against the Company for $145,000,
together with interest and costs. The judgment arises out of a Motion for
Summary Judgment filed by the Plaintiff. The Company has given notice of appeal
to the 9th Circuit Court of Appeals. Counsel for the Company is reviewing the
record to determine the efficacy of grounds for appeal.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

By affirmative vote of the majority of the outstanding voting rights, on
February 20, 2003, the Company effected a 100 to 1 reverse split of its common
stock and raised its authorized common shares to 300,000,000 shares with a par
value of $.001 per share. On November 11, 2003, by affirmative vote of the
majority of the outstanding voting rights, the Company amended its Articles of
Incorporation to increase the number of authorized common shares to 750,000,000
with a par value of $.001 per share.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded over the counter and quoted on the OTC NASDAQ
Electronic Bulletin Board under the Signal "TFCT." That symbol became effective
after the accomplishment of the recapitalization on February 20, 2003. The
following table represents the range of the high and low bid prices of the
Company's stock for each fiscal quarter for the last two fiscal years ending
December 31, 2003. Such quotations represent prices between dealers and may not
include markups, markdowns, or commissions and may not necessarily represent
actual transactions.

                                                               As Restated
                                                           ------------------
     Year        Quarter              High      Low         High       Low

     2002       First Quarter       .04        .02           4.00        2.00
                Second Quarter      .04        .02           4.00        2.00
                Third Quarter       .03        .01           3.00        1.00
                Fourth Quarter      .02        .01           2.00        1.00

     2003       First Quarter       .95        .01          95.00        1.00
                Second Quarter      .45        .03          45.00        3.00
                Third Quarter       .09        .01           9.00        1.00
                Fourth Quarter      .12        .04          12.00        4.00

Our market has traded sporadically and is often thinly traded with large changes
in volume of shares traded on any particular day. Shareholders should consider
the possibility of the loss of the entire value of their shares.

As of December 31, 2003 the authorized capital of the company is 750,000,000
shares of common voting stock par value $.001 per share and 50,000,000 shares of
preferred stock. As of December 31, 2003 the Company has outstanding 437,173,162
shares of common stock and 17,200,000 shares of $.001 preferred stock.

Prior to restating for the 100:1 reverse stock split which was effective
February 20, 2003, the Company had issued an outstanding capital of 120,831,994
shares of $.001 par value common voting stock and 79,095,106 preferred warrants
outstanding at December 31, 2002.

<PAGE>

After the recapitalization effective February 20, 2003, there were 300,000,000
shares of $.001 par value common stock authorized with 92,303,426 issued and
outstanding.

On October 7, 2003, by vote of the majority voting interests, the Company
increased its authorized common shares to 750,000,000 shares of $.001 par value
common shares.

ITEM 6. SELECTED FINANCIAL DATA

         The selected financial data should be read in conjunction with our
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and notes thereto. As discussed in Note
A to the Financial Statements, we converted to a Business Development Company
effective October 1, 2003. The results of operations for 2003 are divided into
two periods, the "Post-Conversion as a Business Development Company" period and
"Pre-Conversion prior to becoming a Business Development Company" period.
Different accounting principles are used in the preparation of financial
statements of a business development company under the Investment Company Act of
1940 and, as a result, the financial results for periods prior to October 1,
2003 are not comparable to the period commencing on October 1, 2003 and are not
expected to be representative of our financial results in the future. As a
result of the change, the financial results for periods prior to January 1, 2003
are not comparable to the period commencing on January 1, 2003 and are not
expected to be representative of our financial results in the future.

<TABLE>
<CAPTION>

Years Ended December 31                                  2003      2002               2001
                                                     ----------------------------------------
<S>                                                  <C>                   <C>             <C>
Total Investment Income                              $1,158,168           -0-             -0-
Net Change in unrealized appreciation                $  868,000           -0-             -0-
Cumulative Effect of conversion to BDC               $  232,996           -0-             -0-
Income (loss) from Operations                          $105,535  $(2,038,822)    $(5,189,510)
Per Share of Common Stock                                  0.00        (0.01)          (0.03)
At December 31:
         Total Assets                               $13,489,476   $2,534,637      $3,981,905
         Total Liabilities                          $ 2,005,224   $1,984,410      $1,567,252
         Stockholders' Equity                       $11,484,252   $  547,069      $2,411,495

</TABLE>

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         The information contained in this section should be read in conjunction
with the Selected Financial Data and our Financial Statements and notes thereto
appearing elsewhere in this 10K. The 10K, including the Management's Discussion
and Analysis of Financial Condition and Results of Operations, contains
forward-looking statements that involve substantial risks and uncertainties.
These forward-looking statements are not historical facts, but rather are based
on current expectations, estimates and projections about our industry, our
beliefs, and our assumptions. Words such as "anticipates", "expects", "intends",
"plans", "believes", "seeks", and "estimates" and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors, some of which are beyond our control and
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements including
without limitation (1) any future economic downturn could impair our customers'
ability to repay our loans and increase our non-performing assets, (2) a
contraction of available credit and/or an inability to access the equity markets
could impair our lending and investment activities, (3) interest rate volatility
could adversely affect our results, (4) the risks associated with the possible
disruption in the Company's operations due to terrorism and (5) the risks,
uncertainties and other factors we identify from time to time in our filings
with the Securities and Exchange Commission, including our Form 10-Ks, Form
10-Qs and Form 8-Ks. Although we believe that the assumptions on which these
forward-looking statements are based are reasonable, any of those assumptions
could prove to be inaccurate, and as a result, the forward-looking statements
based on those assumptions also could be incorrect. In light of these and other
uncertainties, the inclusion of a projection or forward-looking statement in
this Annual Report should not be regarded as a representation by us that our
plans and objectives will be achieved. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of this Annual
Report.

                                    OVERVIEW

         21st Century Technologies, Inc is a financial services company
providing financing and advisory services to small and medium-sized companies
throughout the United States. Effective October 1, 2003, we converted to a
Business Development Company under the Investment Company Act of 1940. Upon
completion of this conversion, we became an internally managed, diversified,
closed-end investment company. Prior to the conversion we were a diversified
holding company.

<PAGE>

         The results of operations for the year ended December 31, 2003 and the
three-month period from October 1, 2003 through December 31, 2003 reflect our
results as a business development company under the Investment Company Act of
1940. The three-month period from October 1, 2003 through December 31, 2003
includes a one-time conversion adjustment. The nine-month period from January 1,
2003 through September 30, 2003 reflects our results prior to operating as a
business development company under the Investment Company Act of 1940. The
principal difference between these two reporting periods relate to accounting
for investments at fair value rather than cost; the fact that we no longer
consolidate our wholly owned subsidiaries (Portfolio Companies). See Note A to
our Financial Statements. In addition, certain prior year items have been
reclassified to conform to the current year presentation as a business
development company.

                              PORTFOLIO COMPOSITION

 Our primary business is lending to and investing in businesses, with
subordinated debt and equity-based investments, including warrants and equity
appreciation rights. The total portfolio value of investments in publicly traded
and non-publicly traded securities was $10.4 million at fair value at December
31, 2003.

                                OPERATING INCOME

Operating income includes interest income on commercial loans, advisory and
management fees, and other income. Interest income is comprised of commercial
loan interest at contractual rates and upfront fees that are amortized into
income over the life of the loan.

Income from operations before cumulative effect of accounting change for the 3
months ended December 31, 2003 was $1,776,585. Net income after cumulative
effect of accounting change was $2,009,581. Operating income before cumulative
effect of accounting change was $105,535 and after cumulative effect of
accounting change was $337,531. Net Loss for the period ended September 30,
2003 was $1,671,050. Net losses for the years ended December 31, 2002 and 2001
respectively was $1,930,845 and $5,766,572, respectively.

                               OPERATING EXPENSES

Operating expenses include interest expense on borrowings, employee compensation
and general and administrative expenses.

Operating expenses for the 3-months ended December 31, 2003 were $249,583 and
$1,530,079 for the nine-months ended September 30, 2003 for a total annual cost
of $1,779,662. This compares with operating expenses of $2,457,330 and
$5,561,418 for the years ended December 31, 2002 and 2001 respectively. Cost
containment, efficiencies of operations and discontinuing unprofitable
operations are the primary factors making these decreases possible.

<PAGE>

        RECONCILIATION OF NET OPERATING INCOME TO NET INCREASE (DECREASE)
                  IN STOCKHOLDER'S EQUITY FROM EARNINGS (LOSS)

Because we are a business development company, our investments are carried at
fair value. (See discussion in "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview"). Realized gain for the
year ended December 31, 2003 was $337,531. The net change in unrealized
appreciation for the 3-months ended December 31, 2003 was $868,000 and the net
change in unrealized depreciation on investments for the nine-months ended
September 30, 2003 was $3,345,891. The appreciation occurred in investments made
after conversion to a business development company and the depreciation is
reflected by the accounting change to fair value of the formerly consolidated
subsidiaries which are now recorded at fair value.

             CUMULATIVE EFFECT OF ACCOUNTING CHANGES (CONVERSION TO
                          BUSINESS DEVELOPMENT COMPANY)

         The results of operations for 2003 are divided into two periods. The
nine-month period, representing the period January 1, 2003 through September 30,
2003, reflects the Company's results prior to operating as a business
development company under the Investment Company Act of 1940, as amended. The
three-month period ended December 31, 2003, reflects the Company's results as a
business development company under the Investment Company Act of 1940, as
amended. Accounting principles used in the preparation of the financial
statements beginning October 1, 2003 are different than those of prior periods
and, therefore, the financial position and results of operations of these
periods are not directly comparable. The primary differences in accounting
principles relate to the carrying value of investments--see corresponding
sections below for further discussion.

         The cumulative effect adjustment for the three-month period ended
December 31, 2003 reflects the effects of conversion to a business development
company as follows:

                          CUMULATIVE EFFECT OF BUSINESS
                         DEVELOPMENT COMPANY CONVERSION
                         ------------------------------

Effect of recording equity investments at fair value          $     (4,213,891)
Adjustments for previously adjusted net assets                       4,570,444
Adjustment for previously consolidated net loss                       (123,557)
                                                              -----------------
                                                              $        232,996
                                                              =================

<PAGE>

              FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

CASH AND CASH EQUIVALENTS

         At December 31, 2003 and December 31, 2002, we had $1.8 million and
$-0-, respectively, in cash and cash equivalents. We had investments in equity
securities with fair value of $6,430,000 and $-0- at December 31, 2003 and
December 31, 2002, respectively. Our objective is to maintain a low cash
balance, while keeping sufficient cash on hand to cover current funding
requirements and operations.


LIQUIDITY AND CAPITAL RESOURCES

         We expect our cash on hand and cash generated from operations, to be
adequate to meet our cash needs at our current level of operations, including
the next twelve months. We generally fund new originations using cash on hand,
advances under our credit facilities and equity financings.

BORROWINGS

The Company's borrowings consist of a non-interest bearing purchase note payable
incurred in the acquisition of Paramount MultiServices, Inc. and several
installment and promissory notes, which bear interest at 6.0% to 10%, are
unsecured and contain no restrictions.

The purchase note payable is payable in annual installments of either the
Company's restricted common stock or cash through December 2006. Because the
terms of the note did not provide for interest, the Company has discounted the
carrying value of this note to its fair value using a discounted interest rate
of 5%.

On September 27,2002, the Company issued a $200,000 convertible promissory note
convertible into 1,200,000 shares of Series A Convertible Preferred Stock, when
authorized and issued, with rights and preferences as the Company may determine,
to Fredericks Partners, a California partnership. The note provided for interest
at 10% and was due March 27, 2003. In addition, the note gave its holders
600,000,000 votes as "debt votes" awarded by the Board of Directors by
resolution of September 27, 2002. The note provided that it may be converted at
any time prior to payment. On February 20, 2003, Fredericks Partners exercised
its conversion priviledge.

                          CRITICAL ACCOUNTING POLICIES

         The financial statements are based on the selection and application of
significant accounting policies, which require management to make significant
estimates and assumptions.

<PAGE>

INCOME RECOGNITION

         Interest on commercial loans is computed by methods that generally
result in level rates of return on principal amounts outstanding. When a loan
becomes 90 days or more past due, or if we otherwise do not expect the customer
to be able to service its debt and other obligations, we will, as a general
matter, place the loan on non-accrual status and cease recognizing interest
income on that loan until all principal has been paid. However, we may make
exceptions to this policy if the investment is well secured and in the process
of collection.

         In accordance with GAAP, we include in income certain amounts that we
have not yet received in cash, such as contractual payment-in-kind (PIK)
interest, which represents contractually deferred interest added to the loan
balance that is generally due at the end of the loan term. However, in certain
cases, a customer makes principal payments on its loan prior to making payments
to reduce the PIK loan balances and, therefore, the PIK portion of a customer's
loan can increase while the total outstanding amount of the loan to that
customer may stay the same or decrease. There is no PIK loan balance at December
31, 2003.

         Loan origination fees are deferred and amortized as adjustments to the
related loan's yield over the contractual life of the loan. In certain loan
arrangements, warrants or other equity interests are received from the borrower
as additional origination fees. The borrowers granting these interests are
typically non-publicly traded companies. We record the financial instruments
received at estimated fair value as determined by our board of directors or an
independent valuation expert. Fair values are determined using various valuation
models which attempt to estimate the underlying value of the associated entity.
These models are then applied to our ownership share considering any discounts
for transfer restrictions or other terms which impact the value. Changes in
these values are recorded through our statement of operations. Any resulting
discount on the loan from recordation of warrant and other equity instruments
are accreted into income over the term of the loan.

VALUATION OF INVESTMENTS

         At December 31, 2003, approximately 97% of our total assets represented
investments recorded at fair value. Value, as defined in Section 2(a)(41) of
1940 Act, is (i) the market price for those securities for which a market
quotation is readily available and (ii) for all other securities and assets,
fair value is as determined in good faith by the board of directors. Since there
is typically no readily ascertainable market value for the investments in our
portfolio, we value substantially all of our investments at fair value as
determined in good faith by the board of directors pursuant to a valuation
policy and a consistent valuation process. Because of the inherent uncertainty
of determining the fair value of investments that do not have a readily
ascertainable market value, the fair value of our investments determined in good
faith by the board of directors may differ significantly from the values that
would have been used had a ready market existed for the investments, and the
differences could be material.

<PAGE>

         There is no single standard for determining fair value in good faith.
As a result, determining fair value requires that judgment be applied to the
specific facts and circumstances of each portfolio investment. Unlike banks, we
are not permitted to provide a general reserve for anticipated loan losses.
Instead, we must determine the fair value of each individual investment on a
quarterly basis. We will record unrealized depreciation on investments when we
believe that an investment has become impaired, including where collection of a
loan or realization of an equity security is doubtful. Conversely, we will
record unrealized appreciation if we believe that the underlying portfolio
company has appreciated in value and, therefore, our investment has also
appreciated in value, where appropriate.

         As a business development company, we invest primarily in illiquid
securities including debt and equity securities of private companies. The
structure of each debt and equity security is specifically negotiated to enable
us to protect our investment and maximize our returns. We generally include many
terms governing interest rate, repayment terms, prepayment penalties, financial
covenants, operating covenants, ownership parameters, dilution parameters,
liquidation preferences, voting rights, and put or call rights. Our investments
are generally subject to some restrictions on resale and generally have no
established trading market. Because of the type of investments that we make and
the nature of our business, our valuation process requires an analysis of
various factors. Our fair value methodology includes the examination of, among
other things, the underlying investment performance, financial condition and
market changing events that impact valuation.

VALUATION OF LOANS AND DEBT SECURITIES

         As a general rule, we do not value our loans or debt securities above
cost, but loans and debt securities will be subject to fair value write-downs
when the asset is considered impaired. In many cases, our loan agreements allow
for increases in the spread to the base index rate if the financial or
operational performance of the customer deteriorates or shows negative variances
from the customer's business plan and, in some cases, allow for decreases in the
spread if financial or operational performance improves or exceeds the
customer's plan.

VALUATION OF EQUITY SECURITIES

         With respect to private equity securities, each investment is valued
using industry valuation benchmarks, and then the value is assigned a discount
reflecting the illiquid nature of the investment, as well as our minority,
non-control position. When an external event such as a purchase transaction,
public offering, or subsequent equity sale occurs, the pricing indicated by the
external event will be used to corroborate our private equity valuation.
Securities that are traded in the over-the-counter market or on a stock exchange
generally will be valued at the prevailing bid price on the valuation date.
However, restricted and unrestricted publicly traded securities may be valued at
discounts from the public market value due to restrictions on sale, the size of
our investment or market liquidity concerns.

<PAGE>

                               RECENT DEVELOPMENTS

The Company has entered into a letter of intent to acquire DLC, Inc., a Las
Vegas based general contracting firm. DLC has a multi-year history of successful
projects, including several federal and local government projects. DLC currently
has gross income of approximately $3 million dollars per year. We anticipate
closing this transaction in the second quarter of 2004.

 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our business activities contain elements of risk. We consider the principal
types of risk to be portfolio valuations and fluctuations in interest rates. We
consider the management of risk essential to conducting our businesses.
Accordingly, our risk management systems and procedures are designed to identify
and analyze our risks, to set appropriate policies and limits and to continually
monitor these risks and limits by means of reliable administrative and
information systems and other policies and programs.

As a business development company, we invest in illiquid securities including
debt and equity securities of primarily private companies. Our investments are
generally subject to restrictions on resale and generally have no established
trading market. We value substantially all of our investments at fair value as
determined in good faith by the board of directors in accordance with our
valuation policy. There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that judgment be applied to
the specific facts and circumstances of each portfolio investment while
employing a consistently applied valuation process for the types of investments
we make.

We determine fair value to be the amount for which an investment could be
exchanged in an orderly disposition over a reasonable period of time between
willing parties other than in a forced or liquidation sale. Our valuation policy
considers the fact that no ready market exists for substantially all of the
securities in which we invest. Our valuation policy is intended to provide a
consistent basis for determining the fair value of the portfolio. We will record
unrealized depreciation on investments when we believe that an investment has
become impaired, including where collection of a loan or realization of an
equity security is doubtful, or when the enterprise value of the company does
not currently support the cost of our debt or equity investments. Conversely, we
will record unrealized appreciation if we believe that the underlying portfolio
company has appreciated in value and, therefore, our equity security has also
appreciated in value. The value of investments in public securities are
determined using quoted market prices discounted for restrictions on resale.
Without a readily ascertainable market value and because of the inherent
uncertainty of valuation, the fair value of our investments determined in good
faith by the board of directors may differ significantly from the values that
would have been used had a ready market existed for the investments, and the
differences could be material. In addition, the illiquidity of our investments
may adversely affect our ability to dispose of debt and equity securities at

<PAGE>

times when it may be otherwise advantageous for us to liquidate such
investments. In addition, if we were forced to immediately liquidate some or all
of the investments in the portfolio, the proceeds of such liquidation would be
significantly less than the current value of such investments.

<PAGE>

Because we can borrow money to make investments, our net investment income
before net realized and unrealized gains or losses, or net investment income,
can be dependent upon the difference between the rate at which we borrow funds
and the rate at which we invest these funds. As a result, there can be no
assurance that a significant change in market interest rates will not have a
material adverse effect on our net investment income. In periods of rising
interest rates, our cost of funds would increase, which would reduce our net
investment income. We use a combination of long-term and short-term borrowings
and equity capital to finance our investing activities. Our long-term fixed-rate
investments are financed primarily with long-term debt and equity. We may use
interest rate risk management techniques in an effort to limit our exposure to
interest rate fluctuations. Such techniques may include various interest rate
hedging activities to the extent permitted by the 1940 Act.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA






                         21ST CENTURY TECHNOLOGIES, INC.

                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                                       AND

                          INDEPENDENT AUDITORS' REPORT

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001














<PAGE>

                                 C O N T E N T S



INDEPENDENT AUDITORS' REPORT..........................................F-1

BALANCE SHEETS........................................................F-2 - F-3

STATEMENTS OF OPERATIONS..............................................F-4

STATEMENTS OF STOCKHOLDERS' EQUITY....................................F-5

STATEMENTS OF CASH FLOWS..............................................F-6

SCHEDULE OF INVESTMENTS...............................................F-7

NOTES TO FINANCIAL STATEMENTS.........................................F-8 - F-30





<PAGE>


                            TURNER, STONE & COMPANY
                          Certified Public Accountants
                   A Registered Limited Liability Partnership
                       12700 Park Central Dr., Suite 1400
                              Dallas, Texas 75251
                            Telephone (972) 239-1660
                            Facsimile (972) 239-1665
                              www.turnerstone.com

Member                                        Member
Texas Society                                 American Institute of
Certified Public Accountants                  Certified Public Accountants
                                              and Its
                                              Private Companies Practice Section
                                              SEC Practice Section


                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholders
21st Century Technologies, Inc.
Las Vegas, Nevada


We have audited the  accompanying  balance sheets of 21st Century  Technologies,
Inc. as of December 31, 2003 and 2002, including the schedule of investments, as
of December 31, 2003 and the related  statements  of  operations,  stockholders'
equity, and cash flows for the three months ended December 31, 2003 and the nine
months  ended  September  30, 2003 and for each of the years ended  December 31,
2002  and  2001.  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 audit 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 21st Century  Technologies,
Inc.,  as of December 31, 2003,  and the results of their  operations  and their
cash flows for the three  months  ended  December  31,  2003 and the nine months
ended  September 30, 2003 and for each of the years ended  December 31, 2002 and
2001 in conformity with accounting  principles  generally accepted in the United
States of America.

As discussed in Note 1 to the financial  statements,  accounting principles used
in the preparation of the financial  statements  beginning October 1, 2003 (upon
conversion to a business development company under the Investment Company Act of
1940) are  different  than those of prior periods and therefore are not directly
comparable.



/s/ TURNER, STONE & COMPANY LLP
________________________________
    Turner, Stone & Company LLP
    Certified Public Accountants

March 18, 2004


                                      F-1
<PAGE>



<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003



                                             ASSETS

<S>                                                                                              <C>
Investments:
          Investments in equity securities, at fair value
              (cost of $5,625,000)                                                               $     6,430,000
          Investments in and advances to controlled
              companies, at fair value (cost of $6,467,320)                                            2,316,430
          Commercial loans, at fair value (cost of $1,692,645)                                         1,692,645
                                                                                                 ---------------
              Total investments                                                                       10,439,075
Cash and cash equivalents                                                                              1,796,294
Receivables:
          Investment advisory and management fees                                                      1,150,000
          Interest and dividends                                                                           8,168
Other assets                                                                                              95,939
                                                                                                 ---------------
                                                                                                 $    13,489,476
                                                                                                 ===============

                              LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
          Accounts payable and accrued liabilities                                               $        45,957
          Advances from stockholders                                                                     443,611
          Notes payable, controlled companies                                                          1,228,430
          Notes payable, others                                                                          287,226
                                                                                                 ---------------
              Total liabilities                                                                        2,005,224
                                                                                                 ---------------

Commitments and contingencies                                                                                  -

Stockholders' equity:
          Preferred stock, Series A, $.001 par value, 1,200,000
              shares authorized, no shares issued and outstanding                                              -
          Preferred stock, Series B, $.001 par value, 1,200,000
              shares authorized, issued and outstanding                                                    1,200
          Preferred stock, Series C, $.001 par value, 15,000,000
              shares authorized, issued and outstanding                                                   15,000
          Preferred stock, Series D, $1 stated value, 1,000,000
              shares authorized, 10,000 shares issued and outstanding                                     10,000
          Common stock, $.001 par value, 750,000,000 shares
              authorized, 437,173,162 shares issued and outstanding                                      437,173
          Additional paid in capital                                                                  24,583,483
          Common stock subscriptions receivable                                                         (443,000)
          Accumulated deficit                                                                         (9,773,713)
          Unrealized appreciation (depreciation) on investments                                       (3,345,891)
                                                                                                 ---------------
              Total stockholders' equity                                                              11,484,252
                                                                                                 ---------------
                                                                                                 $    13,489,476
                                                                                                 ===============
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                         21ST CENTURY TECHNOLOGIES, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2002



                                     ASSETS

<S>                                                                                           <C>
Current assets:
          Cash and cash equivalents                                                           $              -
          Accounts receivable, trade net of allowance for
              doubtful accounts of $290,591                                                            143,424
          Inventories                                                                                  501,706
          Prepaid expense                                                                               36,443
          Advances to stockholders, net of allowance for
              uncollectible amounts $55,728                                                            112,591
                                                                                              ----------------
                  Total current assets                                                                 794,164

Property and equipment, net of accumulated depreciation of $716,457                                  1,202,265

Other assets:
          Intangible assets, net of accumulated amortization of $40,218                                368,188
          Goodwill                                                                                      43,256
          Reorganization value, net of accumulated amortization of $384,539                            126,764
                                                                                              ----------------

                                                                                              $      2,534,637
                                                                                              ================

                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
          Accounts payable and accrued liabilities                                            $        956,145
          Advances from stockholders                                                                   577,180
          Notes payable                                                                                251,085
          Convertible promissory note payable                                                          200,000
                                                                                              ----------------
                  Total current liabilities                                                          1,984,410
                                                                                              ----------------

Commitments and contingencies                                                                                -

Minority interest                                                                                        3,158

Stockholders' equity:
          Preferred stock, Series A, $.001 par value, 1,200,000
              shares authorized, no shares issued and outstanding                                            -
          Preferred stock, Series B, $.001 par value, 1,200,000
              shares authorized, issued and outstanding                                                      -
          Preferred stock, Series C, $.001 par value, 15,000,000
              shares authorized, issued and outstanding                                                      -
          Preferred stock, Series D, $1 stated value, 1,000,000
              shares authorized, 10,000 shares issued and outstanding                                        -
          Common stock, $.001 par value, 750,000,000 shares
              authorized, 1,999,271shares issued and outstanding                                         1,999
          Additional paid in capital                                                                14,003,205
          Common stock subscriptions receivable
          Accumulated deficit                                                                      (13,458,135)
          Unrealized appreciation (depreciation) on investments
                                                                                              ----------------

                  Total stockholders' equity                                                           547,069
                                                                                              ----------------

                                                                                              $      2,534,637
                                                                                              ================
</TABLE>


     The accompanying notes are an integral part of the financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                         21ST CENTURY TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS



                                                                                            Prior to Becoming a Business
                                                                                               Development Company
                                                                                -------------------------------------------------
                                                               Three Months       Nine Months
                                                                  Ended              Ended          Year Ended      Year Ended
                                                               Dec. 31, 2003     Sept. 30, 2003     Dec. 31, 2002   Dec. 31, 2001
                                                                -------------    --------------     -------------   -------------

<S>                                                              <C>              <C>               <C>             <C>
Operating income:
          Manufacturing and other revenues                       $          -     $     467,050     $  1,262,393    $  1,714,941
          Investment income                                             8,168                 -           12,507           6,218
          Investment advisory and management fees                   1,150,000                 -                -               -
                                                                -----------------------------------------------------------------

   Total operating income                                           1,158,168           467,050        1,274,900       1,721,159

Direct cost of sales                                                        -           364,084          677,265       1,106,617
                                                                -----------------------------------------------------------------

   Gross profit                                                     1,158,168           102,966          597,635         614,542
                                                                -----------------------------------------------------------------

Operating expenses:

          Interest expense                                              7,673            54,722           69,553          52,429
          Advertising and selling                                      29,496            70,314           87,604         151,956
          Compensation costs                                           97,500           303,932          506,038       1,178,547
          General and administrative                                  114,914         1,057,865        1,794,135       4,178,486
          Impairment related charges                                        -            43,246                -               -
                                                                -----------------------------------------------------------------

   Total operating expenses                                           249,583         1,530,079        2,457,330       5,561,418
                                                                -----------------------------------------------------------------

Net operating income (loss)/investment income (loss)
          before investment gains and losses                          908,585        (1,427,113)      (1,859,695)     (4,946,876)

          Loss on sale of assets                                            -          (243,937)        (179,127)       (242,634)
          Net change in unrealized appreciation
            (depreciation) on investments                             868,000                 -                -               -
                                                                -----------------------------------------------------------------

Income (loss) from continuing operations before income taxes        1,776,585        (1,671,050)      (2,038,822)     (5,189,510)

Income tax provision (benefit)                                              -                 -                -               -
                                                                -----------------------------------------------------------------

Income (loss) from continuing operations                            1,776,585        (1,671,050)      (2,038,822)     (5,189,510)

Income (loss) from discontinued operations
          of ELM, TPI and NCI, net of income taxes                          -                 -          107,977        (577,062)
                                                                -----------------------------------------------------------------

Income (loss) before cummulative effect of
          accounting change                                         1,776,585        (1,671,050)      (1,930,845)     (5,766,572)

Cummulative effect of conversion to business
          development company, net of income tax effect               232,996                 -                -               -
                                                                -----------------------------------------------------------------

Net increase (decrease) in stockholders' equity
          resulting from net income (loss)                       $  2,009,581     $  (1,671,050)    $ (1,930,845)   $ (5,766,572)
                                                                =================================================================

Earnings per share, both basic and dilutive:
Income (loss) per common from continuing operations              $       0.01     $       (0.01)    $      (1.09)   $      (4.55)
Income (loss) per common share from discontinued operations      $          -     $           -     $       0.06    $      (0.51)
Cummulative effect of conversion to business
          development company                                    $          -     $           -     $          -    $          -
Net income (loss) per common share                               $       0.01     $       (0.01)    $      (1.03)   $      (5.06)


</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001



                                                        Preferred Series A      Preferred Series B     Preferred Series C
                                                        ------------------      ------------------     ------------------
                          DESCRIPTION                  # of shs.    Amount     # of shs.   Amount      # of shs.   Amount
--------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>        <C>          <C>       <C>          <C>
Balance at December 31, 2000

Issuance of common stock for cash

Issuance of common stock for services

Repayment of note payable and interest

Repayment of stockholder advances

Issuance of commn stock for assets

Cancelation of treasury stock

Net loss
                                                  ------------------------------------------------------------------------

Balance at December 31, 2001                                   0         0             0        0              0        0

Issuance of common stock for cash

Issuance of common stock for services

Issuance of common stock previously earned

Receipt of 19 million shares as consideration
     for sale of assets

Reissuance of above shares for services

Cancelation of treasury stock and
     stock purchase subscriptions

Net loss
                                                  ------------------------------------------------------------------------

Balance at December 31, 2002                                   0         0             0        0              0        0

Adjustment for shares not going through
     reverse stock split, issuance of
     preferred warrants                                1,200,000     1,200

Conversion of preferred warrants into
     common stock shares

Conversion of Series A preferred shares
     into Series B preferred shares and
     common shares and debt repayment                 (1,200,000)   (1,200)    1,200,000    1,200

Common stock issued as debt repayment

Common stock issued for cash

Common and preferred stock issued for services                                                        15,000,000   15,000

Common stock returned for repayment
     of advances receivable

Common stock issued for inventory

Net Loss
                                                  ------------------------------------------------------------------------

Balance at September 30, 2003                                  0         0     1,200,000    1,200     15,000,000   15,000

Reclassification of unrealized depreciation
  upon conversion to a business
  development company

Issuance of common stock for cash

Preferred shares issued to acquire HCIA
     preferred stock shares

Net income
                                                  ------------------------------------------------------------------------

Balance at December 31, 2003                                $  0         0     1,200,000  $ 1,200     15,000,000  $15,000
                                                  ========================================================================
<CAPTION>


                                                                                                                      Treasury
                                                     Preferred Series D             Common Stock     Additional     Stock & Stock
                                                     ------------------             ------------
                          DESCRIPTION             # of shs.  Amount        # of shs.    Amount     Paid in Capital  Subscriptions
---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>        <C>           <C>           <C>             <C>
Balance at December 31, 2000                                                 779,874       781        7,614,412        323,622

Issuance of common stock for cash                                            364,193       364        2,142,460

Issuance of common stock for services                                        329,461       329        2,493,591

Repayment of note payable and interest                                        35,000        35          769,111

Repayment of stockholder advances                                             17,107        17          171,063

Issuance of commn stock for assets                                           105,000       105          422,895

Cancelation of treasury stock                                                                          (16,934)         16,934

Net loss
                                                  -------------------------------------------------------------------------------

Balance at December 31, 2001                              0       0        1,630,635     1,631       13,596,598        340,556

Issuance of common stock for cash                                            166,136       166           28,753

Issuance of common stock for services                                         12,500        12           37,488

Issuance of common stock previously earned                                   190,000       190          359,810       (360,000)

Receipt of 19 million shares as consideration
     for sale of assets                                                                                               (350,000)

Reissuance of above shares for services                                                                                350,000

Cancelation of treasury stock and
     stock purchase subscriptions                                                                      (19,444)         19,444

Net loss
                                                  -------------------------------------------------------------------------------

Balance at December 31, 2002                              0       0        1,999,271     1,999       14,003,205              0

Adjustment for shares not going through
     reverse stock split, issuance of
     preferred warrants                                                     (790,951)     (791)             791

Conversion of preferred warrants into
     common stock shares                                                  79,095,106    79,095          (79,095)

Conversion of Series A preferred shares
     into Series B preferred shares and
     common shares and debt repayment                                     12,000,000    12,000          196,000

Common stock issued as debt repayment                                     11,000,000    11,000          179,000

Common stock issued for cash                                              44,849,760    44,850        1,355,127

Common and preferred stock issued for services                            83,496,072    83,496          243,492

Common stock returned for repayment
     of advances receivable                                               (2,429,157)   (2,429)        (110,161)

Common stock issued for inventory                                          1,000,000     1,000           59,000

Net loss
                                                  -------------------------------------------------------------------------------

Balance at September 30, 2003                             -       -      230,220,101   230,220       15,847,359              -

Reclassification of unrealized depreciation
  upon conversion to a business
  development company

Issuance of common stock for cash                                        206,953,061   206,953        3,446,124       (443,000)

Preferred shares issued to acquire HCIA
     preferred stock shares                      10,000,000  10,000                                   5,290,000

Net income
                                                 --------------------------------------------------------------------------------

Balance at December 31, 2003                     10,000,000 $10,000      437,173,162  $437,173      $24,583,483      $(443,000)
                                                 ================================================================================

<CAPTION>

                                                                           Unrealized
                                                     Accumulated            Apprec on

                          DESCRIPTION                  Deficit             Investments          Total
----------------------------------------------------------------------------------------------------------

<S>                                                 <C>                         <C>            <C>
Balance at December 31, 2000                         (5,760,718)                 0              2,178,097

Issuance of common stock for cash                                                               2,142,824

Issuance of common stock for services                                                           2,493,920

Repayment of note payable and interest                                                            769,146

Repayment of stockholder advances                                                                 171,080

Issuance of commn stock for assets                                                                423,000

Cancelation of treasury stock                                                                           0

Net loss                                             (5,766,572)                               (5,766,572)
                                                  --------------------------------------------------------

Balance at December 31, 2001                        (11,527,290)                 0              2,411,495

Issuance of common stock for cash                                                                  28,919

Issuance of common stock for services                                                              37,500

Issuance of common stock previously earned                                                              0

Receipt of 19 million shares as consideration
     for sale of assets                                                                          (350,000)

Reissuance of above shares for services

Cancelation of treasury stock and
     stock purchase subscriptions                                                                       0

Net loss                                             (1,930,845)                               (1,930,845)
                                                  --------------------------------------------------------

Balance at December 31, 2002                        (13,458,135)                 0                547,069

Adjustment for shares not going through
     reverse stock split, issuance of
     preferred warrants                                                                             1,200

Conversion of preferred warrants into
     common stock shares                                                                                0

Conversion of Series A preferred shares
     into Series B preferred shares and
     common shares and debt repayment                                                             208,000

Common stock issued as debt repayment                                                             190,000

Common stock issued for cash                                                                    1,399,977

Common and preferred stock issued for services                                                    341,988

Common stock returned for repayment
     of advances receivable                                                                      (112,590)

Common stock issued for inventory                                                                  60,000


Net loss                                             (1,671,050)                               (1,671,050)
                                                  --------------------------------------------------------

Balance at September 30, 2003                       (15,129,185)                 -                964,594

Reclassification of unrealized depreciation
  upon conversion to a business
  development company                                 4,213,891         (4,213,891)                     0

Issuance of common stock for cash                                                               3,210,077

Preferred shares issued to acquire HCIA
     preferred stock shares                                                                     5,300,000

Net income                                            1,141,581            868,000              2,009,581
                                                  --------------------------------------------------------

Balance at December 31, 2003                        $(9,773,713)       $(3,345,891)           $11,484,252
                                                  ========================================================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-5

<PAGE>
<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                            STATEMENTs OF CASH FLOWS
                                                                                                        Prior to Becoming a
                                                                                                        Business Development
                                                                                                              Company
                                                                                                        -------------------
                                                                                     Three Months             Nine Months
                                                                                         Ended                   Ended
                                                                                     Dec. 31, 2003          Sept. 30, 2003
                                                                                     -------------          --------------

<S>                                                                                 <C>                     <C>
Operating activities:
          Net Income (loss)                                                         $    1,543,588          $   (1,671,050)
          Adjustments to reconcile net income (loss)
                         to net cash provided by (used in) operations
                         Depreciation and amortization                                       9,833                  74,806
                         Provision for bad debts
                         Common stock issued for services                                                          401,988
                         Loss on disposal of assets                                                                243,937
                         Unrealized appreciation on investments                           (868,000)
                         Cumulative effect of accounting change                            232,997
           Changes in asset and liability accounts:
                         (Increase) decrease in accounts receivable                                                 75,367
                         (Increase) decrease in interest and fees receivable            (1,158,168)
                         (Increase) decrease in inventory
                         (Increase) decrease in prepaid expenses                            40,031                 (58,088)
                         Increase (decrease) in accounts payable                           (84,278)               (415,850)
                         Increase (decrease) in accrued expenses
                         Increase (decrease) in deferred revenue
                                                                                -------------------------------------------

                         Net cash provided by (used in) operating activities              (283,997)             (1,348,890)
                                                                                -------------------------------------------

Investing activities:

           Proceeds from disposal of assets                                                                        765,000
           Purchase of property and equipment
           Cash acquired in MMC acquisition
           Advances to stockholder
           Repayment of stockholder advances
           Investments in equity securities                                               (208,837)
           Investments in commercial loans                                              (1,692,645)
                                                                                -------------------------------------------

                         Net cash provided by (used in) investing activities            (1,901,482)                765,000
                                                                                -------------------------------------------

Financing activities:

           Issuance of common stock                                                      3,210,077               1,409,177
           Proceeds from notes payable                                                                             231,841
           Repayments of notes payable                                                    (200,672)                (99,191)
           Advances from stockholders                                                       98,521                 404,490
           Repayments of stockholder advances                                                                     (488,580)
                                                                                -------------------------------------------

                         Net cash provided by (used in) financing activities             3,107,926               1,457,737
                                                                                -------------------------------------------

Net increase (decrease) in cash                                                            922,447                 873,847

Cash at beginning of period                                                                873,847
                                                                                -------------------------------------------

Cash at end of period                                                            $       1,796,294          $      873,847
                                                                                ===========================================


<CAPTION>


                                                                                          Prior to Becoming a Business
                                                                                               Development Company
                                                                                -------------------------------------------

                                                                                     Year Ended                Year Ended
                                                                                   Dec. 31, 2002              Dec. 31, 2001
                                                                                   -------------              -------------

<S>                                                                               <C>                        <C>
Operating activities:
          Net Income (loss)                                                       $   (1,930,845)            $   (5,766,572)
          Adjustments to reconcile net income (loss)
                         to net cash provided by (used in) operations
                         Depreciation and amortization                                   279,561                    374,388
                         Provision for bad debts                                         (58,688)                     5,600
                         Common stock issued for services                                387,500                  2,493,920
                         Loss on disposal of assets                                      431,699                    240,192
                         Unrealized appreciation on investments
                         Cumulative effect of accounting change
           Changes in asset and liability accounts:
                         (Increase) decrease in accounts receivable                       (2,652)                   400,216
                         (Increase) decrease in interest and fees receivable
                         (Increase) decrease in inventory                                260,067                   (284,551)
                         (Increase) decrease in prepaid expenses                          16,318                    134,756
                         Increase (decrease) in accounts payable                         108,120                    589,039
                         Increase (decrease) in accrued expenses                        (118,032)                   144,702
                         Increase (decrease) in deferred revenue                                                   (225,000)
                                                                                ---------------------------------------------

                         Net cash provided by (used in) operating activities            (626,952)                (1,893,310)
                                                                                ---------------------------------------------

Investing activities:

           Proceeds from disposal of assets                                               11,101
           Purchase of property and equipment                                            (16,842)                (1,320,068)
           Cash acquired in MMC acquisition                                                                           6,065
           Advances to stockholder                                                        (6,477)                   (55,763)
           Repayment of stockholder advances                                                                         10,871
           Investments in equity securities
           Investments in commercial loans
                                                                                ---------------------------------------------

                         Net cash provided by (used in) investing activities             (12,218)                (1,358,895)
                                                                                ---------------------------------------------

Financing activities:

           Issuance of common stock                                                       28,919                  2,142,824
           Proceeds from notes payable                                                   263,371                  1,005,000
           Repayments of notes payable                                                  (237,421)                   (76,842)
           Advances from stockholders                                                    582,180                    100,100
           Repayments of stockholder advances                                             (5,100)
                                                                                ---------------------------------------------

                         Net cash provided by (used in) financing activities             631,949                  3,171,082
                                                                                ---------------------------------------------

Net increase (decrease) in cash                                                           (7,221)                   (81,123)

Cash at beginning of period                                                                7,221                     88,344
                                                                                ---------------------------------------------

Cash at end of period                                                            $             -          $           7,221
                                                                                =============================================


</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                      F-6

<PAGE>
<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                             SCHEDULE OF INVESTMENTS


                                                                   Title of Security  Percentage of        December 31, 2003
                                                                                                           -----------------
            Portfolio Company                   Industry            Held by Company    Class Held       Fair Value           Cost
            -----------------                   --------            ---------------    ----------       -----------          ----
<S>                                      <C>                    <C>                       <C>     <C>              <C>
Investments in equity securities:

Jane Butel Corporation                   Food Services          Common Stock               4.22%  $       200,000  $       200,000
TransOne, Inc.                           Financial Services     Common Stock               4.76%          930,000          125,000
Health Care Investors of
    America, Inc.                        Real Estate            Series B Preferred        15.38%        5,300,000        5,300,000
                                                                                                 ----------------------------------

                                                                                                        6,430,000        5,625,000
                                                                                                 ----------------------------------

Investments in and advances to controlled companies:

Paramount MultiServices, Inc.            Financial Services     Common Stock                100%        1,228,430        1,228,430
Prizewise, Inc.                          Technologies           Common Stock                100%           30,000           30,000
Innovative Weaponry, Inc.                Manufacturing          Common Stock                100%          181,000        2,948,260
Trident Technologies, Inc.               Manufacturing          Common Stock                100%          719,000        1,828,075
Griffon USA, Inc.                        Inactive               Common Stock                100%            9,000          378,326
Hallmark Human Resources, Inc.           Inactive               Common Stock                100%           45,000           51,229
Trade Partners International, Inc.       Inactive               Common Stock                100%           48,000           1,000
Net Construction, Inc.                   Inactive               Common Stock                100%            8,000            1,000
U.S. Optics Technologies, Inc.           Inactive               Common Stock                100%           48,000           1,000
                                                                                                 ----------------------------------

                                                                                                        2,316,430        6,467,320
                                                                                                 ----------------------------------

Commercial loans:


City Wide Funding, Inc.                  Financial Services     Debt                                      326,259          326,259
Credit Card Financial Corporation        Financial Services     Debt                                       80,619           80,619
1920 Bel Air, LLC                        Real Estate            Debt                                    1,250,000        1,250,000
Two unrelated individuals                N/A                    Debt                                       35,767           35,767
                                                                                                 ----------------------------------

                                                                                                        1,692,645        1,692,645
                                                                                                 ----------------------------------

                    Total investments                                                                  10,439,075       13,784,965
                                                                                                 ==================================

<FN>

(1) All of the above investments, except for 1920 Bel Air, LLC, are non-income
producing

</FN>
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                      F-7

<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND OPERATIONS

21st Century  Technologies,  Inc. (`the Company' or `we') is a solutions-focused
financial  services  company that provides  financing  and advisory  services to
companies  throughout  the  United  States  in the  communications,  information
services,  and  technology  industry  sectors.  Effective  October 1, 2003,  the
Company became a diversified  internally managed,  closed-end investment company
that  elected  to  be  treated  as a  business  development  company  under  the
Investment Company Act of 1940, as amended.

Prior to  becoming a business  development  company,  the  Company,  through its
subsidiaries,  was  engaged  in the  manufacture  and  sale of  firearm  related
products (Note 13). The Company was incorporated  under the laws of the State of
Delaware on May 15, 1967.

Innovative  Weaponry,  Inc. - New Mexico was incorporated on June 22, 1988 under
the laws of the State of New Mexico.  The Company was formed for the development
and sale of specialized  firearms,  firearm  systems and related  equipment.  On
September 14, 1992, Innovative Weaponry,  Inc. filed a petition for relief under
Chapter 11 of the Federal  Bankruptcy Laws in the United States Bankruptcy Court
of the District of New Mexico. Under Chapter 11, certain claims are stayed while
the Debtor continues business operations as Debtor-in-Possession.  On August 19,
1994,  IWI-NV (now 21st Century  Technologies,  Inc.) and IWI-NM  entered into a
letter of intent whereby IWI-NV would use its  unregistered,  restricted  common
stock  and cash to  satisfy  certain  obligations  of IWI-NM  in  settlement  of
IWI-NM's  bankruptcy  action (Note 2). On February 1, 1995, the U.S.  Bankruptcy
Court  of  the  District  of  New  Mexico   confirmed   the  IWI-NM's   plan  of
reorganization. The plan became effective 30 days after its confirmation. IWI-NM
became a wholly owned subsidiary of Innovative Weaponry, Inc. (IWI-NV) (formerly
First  National  Holding  Corporation)  (FNHC Nevada) (now known as 21st Century
Technologies, Inc.), a publicly owned company.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

Beginning  October 1, 2003, the accompanying  financial  statements  reflect the
separate  accounts of 21st Century,  and the related  results of operations.  In
accordance with Article 6 of Regulation S-X under the Securities Act of 1933 and
Securities  Exchange  Act of 1934,  the Company does not  consolidate  portfolio
company investments in which the Company has a controlling interest.

Prior to September 30, 2003, the accompanying consolidated financial statements
included the general accounts of the company and its wholly owned subsidiaries,
Innovative Weaponry, Inc., Trident Technologies Corporation, Griffon USA, Inc.,
Trade Partners International, Inc., Unertyl Optical Company, US Optics Corp.,
Hallmark, Inc., 2826 Elm St., Inc. and Net Construction, Inc. and its 97% owned
subsidiary Miniature Machine Corporation, Inc., each of which have fiscal years
ending December 31st. All material intercompany transactions, accounts and
balances have been eliminated in the consolidation.



                                        F-8

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


Although  the nature of the  Company's  operations  and its  reported  financial
position,  results  of  operations  and its cash  flows are  dissimilar  for the
periods prior to and subsequent to its becoming a business  development company,
its  financial  position for the years ended  December 31, 2003 and 2002 and its
operating  results,  cash flows and changes in stockholders'  equity for each of
the years ended  December 31, 2003 (split apart as  indicated  above),  2002 and
2001 are presented in the accompanying  financial statements pursuant to Article
6 of Regulation S-X. In addition, the accompanying footnotes, although different
in the nature as to the required  disclosures and information  reported therein,
are also presented as they relate to each of the above referenced periods.

CONVERSION TO BUSINESS DEVELOPMENT COMPANY

The Company's  results of operations for 2003 are divided into two periods.  The
nine-month period, representing the period January 1, 2003 through September 30,
2003,   reflects  the  Company's  results  prior  to  operating  as  a  business
development  company under the Investment  Company Act of 1940, as amended.  The
three-month period ended December 31, 2003,  reflects the Company's results as a
business  development  company  under the  Investment  Company  Act of 1940,  as
amended.  Accounting  principles  used  in  the  preparation  of  the  financial
statements  beginning  October 1, 2003 are different than those of prior periods
and,  therefore,  the  financial  position  and results of  operations  of these
periods are not  directly  comparable.  The primary  differences  in  accounting
principles  relate  to the  carrying  value  of  investments--see  corresponding
sections below for further discussion.

The cumulative effect  adjustment for the three-month  period ended December 31,
2003  reflects the effects of conversion  to a business  development  company as
follows:


                                                         CUMULATIVE EFFECT OF
                                                         BUSINESS DEVELOPMENT
                                                          COMPANY CONVERSION

 Effect of recording equity investments at fair value      $ (     4,213,891)
 Adjustments for previously adjusted net assets                    4,570,444
 Adjustment for previously consolidated net loss             (       123,557)
                                                              --------------

                                                           $         232,996
                                                              ==============

BUSINESS COMBINATIONS (PRIOR TO BECOMING A BUSINESS DEVELOPMENT COMPANY)

On March 14, 2001, the Company  acquired 97% of the outstanding  common stock of
Miniature Machine  Corporation  (MMC), a corporation  engaged in the manufacture
and sale of adjustable  gun sights,  in exchange for 500,000 common stock shares
valued at $.406 a share and a $100,000  note payable  (Note 5). The  transaction
was  accounted for as a purchase.  The purchase  price was allocated to the fair
value of the net assets acquired,  including patents valued at $150,000,  with a
$50,888 excess of the Company's cost over the fair value of net assets  acquired
allocated to goodwill.

On January 2, 2001, the Company purchased substantially all of the net assets of
a nightclub  operation in exchange for a $100,000  note payable  (Note 4). These
net assets were sold on June 20, 2002 (Note 12).

                                        F-9

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


REVERSE STOCK SPLIT

On  February  20,  2003,  the Company  effected a 100 to 1 reverse  split of its
common stock (Note 2). The par value of the common stock was not affected by the
reverse  split and remains at $.001 per share.  Consequently,  the aggregate par
value of the issued  common  stock was  reduced by  reclassifying  the par value
amount of the reversed  common shares from `Common Stock' to `Paid in Capital in
Excess  of Par' and all per  share  amounts  and  outstanding  shares  have been
retroactively restated in the accompanying consolidated financial statements for
all periods presented to reflect the reverse stock split.

REVENUE RECOGNITION (AS A BUSINESS DEVELOPMENT COMPANY)

Interest on  commercial  loans is computed by methods that  generally  result in
level rates of return on principal amounts  outstanding.  When a loan becomes 90
days or more past due, or if we  otherwise do not expect the customer to be able
to service its debt and other obligations,  we will, as a general matter,  place
the loan on non-accrual  status and cease  recognizing  interest  income on that
loan until all principal has been paid.  However, we may make exceptions to this
policy if the investment is well secured and in the process of collection.

Loan  origination  fees are deferred and amortized as adjustments to the related
loan's  yield  over  the   contractual   life  of  the  loan.  In  certain  loan
arrangements,  warrants  or other  equity  interests  may be  received  from the
borrower as additional  origination fees. The borrowers granting these interests
are typically non-publicly traded companies. We record the financial instruments
received at estimated fair value as determined by independent business valuation
appraisers.  Fair values are  determined  using various  valuation  models which
attempt to estimate the underlying value of the associated entity.  These models
are then applied to our ownership  share  considering any discounts for transfer
restrictions or other terms which impact the value.  Changes in these values are
recorded through our statement of operations. Any resulting discount on the loan
from  recordation  of warrant and other equity  instruments  are  accreted  into
income  over the term of the loan.  We elected to employ  independent  valuation
companies to value the investment in previously  wholly owned  subsidiaries  and
significant  acquisitions for the nine-month period ended September 30, 2003 and
December 31, 2003, respectively.

In certain  investment  transactions,  we perform  investment  banking and other
advisory  services.  For services that are separately  identifiable and external
evidence exists to substantiate fair value, income is recognized as earned which
is generally when the investment transaction closes.

REVENUE RECOGNITION (PRIOR TO BECOMING A BUSINESS DEVELOPMENT COMPANY)

The  Company  extends  unsecured  credit to its  customers  from the  retail and
wholesale sale of its products to its customers located predominately throughout
the United States. Revenue is recognized when products are shipped. All products
are shipped F.O.B. the Company's facilities.  Shipping and handling costs, which
are  separately  billed to customers,  are not material and are reflected in the
accompanying consolidated financial statements along with revenues.



                                      F-10

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


Deferred  revenues  result  from  customer  payments  made  in  advance  of  the
manufacture  of  night  sights  and  sea  patches.   These  payments   represent
nonrefundable  deposits that are forfeitable if customers do not comply with the
terms of the orders. Revenues are recognized when the products are completed and
shipped.  During the year ended  December 31, 2001,  the order terms  related to
these  deposits  were not  complied  with and the  amounts  were  recognized  as
revenue.

ALLOWANCE FOR BAD DEBTS

The Company  extends  unsecured  credit to its customers  for amounts  invoiced.
Invoices are  generally  due on a net 30-day basis and are  considered  past due
after 31 days.  The Company  evaluates its accounts  receivable on a customer by
customer  basis after an invoice is over 90 days past due and  provides  for bad
debts after all reasonable collection efforts have been made and when management
determines the amounts to be uncollectible.

MANAGEMENT ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

STATEMENTS OF CASH FLOWS

For purposes of the consolidated  statement of cash flows,  cash includes demand
deposits, time deposits,  short-term cash equivalent investments with maturities
of less than three months and cash management  money market funds available on a
daily basis. None of the Company's cash is restricted.

INVENTORIES

Inventory  consists of raw materials used in the manufacture of firearm products
and  finished  goods  imported  for resale.  Inventory is stated at the lower of
cost,  determined using the first-in,  first-out method, or net realizable value
(market). At December 31, 2003, with the conversion of the Company to a business
development  company  and  the  resulting  non-consolidation  of  its  operating
subsidiaries,  inventories  are no  longer  reported  in the  Company's  general
accounts.  At December  31, 2002 inventories  were  comprised  of the  following
components.

                  Raw materials                               $      50,113
                  Work in progress                                  247,155
                  Finished goods                                    204,438
                                                                -----------

                                                              $     501,706
                                                                ===========



                                       F-11

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


PROPERTY AND EQUIPMENT

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation  of property and equipment is being  provided by the  straight-line
method over  estimated  useful lives of three to seven  years.  During the three
months ended  December 31, 2003,  the nine months ended  September  30, 2003 and
each of the years ended December 31, 2002 and 2001, depreciation expense totaled
$9,833,  $56,303,  $195,904 and  $294,929,  respectively  of which for the years
ended December 31, 2002 and 2001, $8,708 and $5,408,  respectively,  is included
as part of discontinued operations.  At December 31, 2003 and 2002, property and
equipment was comprised of the following.  Also, consistent with presentation as
a business development company, at December 31, 2003, property and equipment are
included with other assets.


                                                  2003              2002
                                                  ----              ----

    Land, building and improvements          $           -    $   1,084,768
    Machinery and equipment                         87,804          577,419
    Transportation equipment                             -           48,376
    Furniture and fixtures                          77,986          208,159
                                               -----------      -----------
                                                   165,790        1,918,722
    Less accumulated depreciation             (    124,351)    (    716,457)
                                               -----------      -----------

                                             $      41,439    $   1,202,265
                                              ============     ============


GOODWILL AND INTANGIBLE ASSETS (PRIOR TO BECOMING A BUSINESS DEVELOPMENT
COMPANY)

Goodwill relating to the Company's  purchase of MMC is being amortized using the
straight-line  method over five years.  For the year ended  December  31,  2001,
amortization expense totaled $7,632.

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141,  BUSINESS  COMBINATIONS,  and No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS, effective for fiscal years beginning after
June 15, 2001.  Under the new rules,  goodwill and  intangible  assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment  tests.  Other  intangible  assets will continue to be amortized over
their useful lives.

The  Company  applied  the new  rules  on  accounting  for  goodwill  and  other
intangible  assets  beginning in the first quarter of 2002.  Application  of the
non-amortization  provisions  of the  Statement  resulted  in an increase in net
income of $10,176 in 2002 as a result of  non-amortization of existing goodwill.
During 2002, the Company  performed the first of the required  impairment  tests
for its goodwill and indefinite  lived  intangible  assets and  determined  that
goodwill was not impaired. However, during the nine months ended September 2003,
the Company  determined  that this  goodwill had been  impaired and its carrying
value of $43,246 was charged against operations.





                                       F-12

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


The  Company's  intangible  assets  consist of  trademarks,  patents and license
agreements  (Note 6).  These  intangible  assets are being  amortized  using the
straight-line  method  over  five to  forty  years.  For the nine  months  ended
September  30,  2003 and each of the years  ended  December  31,  2002 and 2001,
amortization expense related to these intangible assets totaled $18,503, $83,656
and $69,661,  respectively.  At December 31, 2003,  with the  conversion  of the
Company to a business development company and the resulting non-consolidation of
its operating  subsidiaries,  these intangible  assets are no longer reported in
the Company's general accounts.

BANKRUPTCY REORGANIZATION

In March 1995, Innovative Weaponry,  Inc. (IWI) emerged from a bankruptcy filing
under  Chapter  11 of  the  U.S.  Bankruptcy  Code.  Pursuant  to  the  plan  of
reorganization,  IWI became a wholly  owned  subsidiary  of the  Company and all
prior IWI  stockholders  retained  less than a 50% interest in the  consolidated
reorganized entities.

As a result of IWI's  acquisition  by the  Company,  IWI adopted  `fresh  start'
accounting  pursuant to  Statement  of Position  90-7,  FINANCIAL  REPORTING  BY
ENTITIES IN REORGANIZATION UNDER THE BANKRUPTCY CODE. Accordingly,  IWI's assets
and  liabilities  were adjusted to their fair values and retained  earnings were
eliminated.  The resulting `reorganization value' in excess of amounts allocated
to  identifiable  assets and  liabilities is being amortized over 10 years using
the straight-line  method. For the nine months ended September 30, 2003 and each
of the years ended  December  31, 2002 and 2001,  amortization  expense  totaled
$37,213,  $49,617 and $49,617,  respectively.  At December  31,  2003,  with the
conversion  of the Company to a business  development  company and the resulting
non-consolidation of its operating subsidiaries,  these intangible assets are no
longer reported in the Company's general accounts.

IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS

The Company has adopted  Statement of financial  Accounting  Standards  No. 144,
ACCOUNTING FOR THE  IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS.  This Statement
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain identifiable intangibles and goodwill related to those assets to be held
and used,  and  long-lived  assets and certain  identifiable  intangibles  to be
disposed of. The Company periodically  evaluates,  using independent  appraisals
and projected  undiscounted  cash flows,  the carrying  value of its  long-lived
assets and certain identifiable  intangible to be held and used whenever changes
in events or  circumstances  indicate that the carrying amount of assets may not
be recoverable.  In addition,  long-lived assets and identifiable intangibles to
be  disposed of are  reported at the lower of carrying  value or fair value less
cost to sell. During the year ended December 31, 2002, the Company identified an
impairment of inventory related to its TPI subsidiary (Note 12) and recognized a
loss on the  disposal  of other  long-lived  assets  related to its night  sight
operating segment (Note 13). In addition, during the nine months ended September
30, 2003, the Company  identified an impairment of goodwill  relating to its MMC
operations.





                                       F-13

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


VALUATION OF INVESTMENTS (AS A BUSINESS DEVELOPMENT COMPANY)

As a business  development company under the Investment Company Act of 1940, all
of the  Company's  investments  must be carried at market value or fair value as
determined by our Board of Directors for  investments  which do not have readily
determinable market values.  Prior to this conversion,  only marketable debt and
equity securities and certain derivative  securities were required to be carried
at market value.

Beginning  October  1,  2003,  portfolio  assets  for which  market  prices  are
available are valued at those prices.  However, most of our assets were acquired
in privately  negotiated  transactions and have no readily  determinable  market
values. These securities are carried at fair value as determined by our Board of
Directors under our valuation policy.  Currently,  our valuation policy provides
for obtaining  independent  business valuations for those equity securities that
are not traded on a national  securities  exchange.  The audit  committee of our
Board of Directors  reviews our loans and investments and makes  recommendations
to our Board of Directors.

At  December  31,  2003,  approximately  92% of  our  total  assets  represented
investments  recorded at fair value.  Value,  as defined in Section  2(a)(41) of
1940  Act,  is (i) the  market  price for  those  securities  for which a market
quotation is readily  available  and (ii) for all other  securities  and assets,
fair value is as determined in good faith by the board of directors. Since there
is typically no readily  ascertainable  market value for the  investments in our
portfolio,  we valued  substantially  all of our investments at fair value using
independent business valuation experts.

There is no single  standard  for  determining  fair value in good  faith.  As a
result, determining fair value requires that judgment be applied to the specific
facts and circumstances of each portfolio  investment.  Unlike banks, we are not
permitted to provide a general reserve for anticipated loan losses.  Instead, we
must  determine  the fair value of each  individual  investment  on a  quarterly
basis. We will record  unrealized  depreciation  on investments  when we believe
that an investment has become impaired,  including where collection of a loan or
realization  of an equity  security  is  doubtful.  Conversely,  we will  record
unrealized  appreciation if we believe that the underlying portfolio company has
appreciated in value and,  therefore,  our  investment  has also  appreciated in
value, where appropriate.

As a business  development  company,  we invest primarily in illiquid securities
including debt and equity securities of private companies. The structure of each
debt and equity security is specifically  negotiated to enable us to protect our
investment and maximize our returns.  We generally  include many terms governing
interest rate,  repayment  terms,  prepayment  penalties,  financial  covenants,
operating covenants,  ownership  parameters,  dilution  parameters,  liquidation
preferences,  voting  rights,  and  put or  call  rights.  Our  investments  are
generally  subject  to  some  restrictions  on  resale  and  generally  have  no
established trading market.  Because of the type of investments that we make and
the nature of our  business,  our  valuation  process  requires  an  analysis of
various factors.  Our fair value methodology  includes the examination of, among
other things, the underlying  investment  performance,  financial  condition and
market changing events that impact valuation.



                                       F-14

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


As a general rule, we do not value our loans or debt securities  above cost, but
loans and debt  securities  will be subject to fair value  write-downs  when the
asset is  considered  impaired.  In many cases,  our loan  agreements  allow for
increases in the spread to the base index rate if the  financial or  operational
performance of the customer  deteriorates  or shows negative  variances from the
customer's  business plan and, in some cases,  allow for decreases in the spread
if financial or operational performance improves or exceeds the customer's plan.

With  respect  to  private  equity  securities,  each  investment  is  valued as
indicated  above by a independent  business  valuation  company  using  industry
valuation  benchmarks,  and then the value is assigned a discount reflecting the
illiquid nature of the investment, as well as a minority,  non-control position,
if  applicable.  When an external event such as a purchase  transaction,  public
offering,  or  subsequent  equity  sale  occurs,  the pricing  indicated  by the
external  event  will be used  to  corroborate  our  private  equity  valuation.
Securities that are traded in the over-the-counter market or on a stock exchange
generally will be valued at the prevailing bid price on the valuation date.

ADVERTISING COSTS

Advertising  costs consist primarily of magazine  advertising,  sales catalogues
and promotional  brochures.  Magazine advertising is charged to expense over the
period the advertising  takes place and other  advertising  costs are charged to
expense over the periods  expected to be benefited,  which is generally not more
than twelve  months.  For the three  months ended  December  31, 2003,  the nine
months ended  September  30, 2003 and each of the years ended  December 31, 2002
and 2001,  advertising expense totaled $29,496,  $70,314,  $87,604 and $151,956,
respectively.

EARNINGS (LOSS) PER SHARE

Basic  earnings  (loss) per share  amounts  are  computed  by  dividing  the net
earnings  (loss)  by  the  weighted   average  number  of  common  stock  shares
outstanding.  Diluted  earnings  (loss) per share  amounts  reflect  the maximum
dilution that would have resulted from the  conversion of the Series C preferred
stock (Note 2), the exercise of warrants (Note 2) and, at December 31, 2001, the
issuance of common stock earned but not issued (Note 6).














                                       F-15

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


The table below is a reconciliation of the denominators of our basic and diluted
earnings (loss) per share  calculations  for the three months ended December 31,
2003,  the nine months ended  September 30, 2003 and for each of the years ended
December 31, 2002 and 2001.  There is no impact to the numerators of our diluted
earnings per share calculations from the potentially dilutive common shares.

<TABLE>
<CAPTION>

                                                            Three          Nine          Year           Year
                                                            Months        Months         Ended          Ended
                                                           12/31/03      9/30/03        12/31/02       12/31/01
                                                           --------      -------        --------       --------

<S>                                                       <C>            <C>            <C>          <C>
     Weighted average shares, basic                       298,519,876    139,696,577    1,872,055    1,139,851

     Assumed conversion of Series C preferred              15,000,000              -            -            -

     Assumed exercised A, B and C warrants                          -              -            -            -
                                                       --------------  -------------  -----------  -----------

     Weighted average shares, dilutive                    313,519,876    139,696,577    1,872,055    1,139,851
                                                       ==============  =============  ===========  ===========
</TABLE>


There are no  potentially  dilutive  common  shares  for the nine  months  ended
September  30, 2003 and for each of the years ended  December 31, 2002 and 2001,
because we had a loss from continuing operations during these periods.

STOCK BASED INCENTIVE PROGRAM

SFAS No. 123,  ACCOUNTING FOR STOCK-BASED  COMPENSATION,  encourages entities to
recognize  compensation cost for stock-based  employee  compensation plans using
the fair value  method of  accounting,  as defined  therein,  but allows for the
continued  use of  the  intrinsic  value  method  of  accounting  prescribed  by
Accounting Principles Board (APB) Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES. The Company has not granted any options or warrants however, it plans
to use the  accounting  prescribed  by APB Opinion No. 25. As such,  the Company
will be required to disclose pro forma net income and loss per share  amounts as
if the fair value method of accounting has been applied.

INCOME TAXES

The  Company  has  not  elected  to  be a  regulated  investment  company  under
Subchapter M of the Internal Revenue Code of 1986, as amended.  Accordingly, the
Company will be subject to U.S. federal income taxes on sales of investments for
which  the fair  values  are in  excess  of our tax  bases  (Note  7).  Prior to
conversion  to  a  business  development   company,   deferred  tax  assets  and
liabilities were determined based on differences between the financial statement
carrying  amounts and the tax basis of existing  assets and  liabilities  (i.e.,
temporary  differences)  and were  measured at the enacted rates that will be in
effect when these differences reverse.

Upon conversion to a business  development  company, all deferred tax assets and
liabilities relating to our now unconsolidated subsidiaries were eliminated.

                                       F-16

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


COMPREHENSIVE INCOME

SFAS  No.  130,  REPORTING  COMPREHENSIVE  INCOME,   establishes  standards  for
reporting  and display of  comprehensive  income and its  components  (revenues,
expenses,  gains  and  losses)  in  a  full  set  of  general-purpose  financial
statements.  It requires that all items that are required to be recognized under
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial  statements.  SFAS No. 130 requires  that an  enterprise  (a) classify
items of other  comprehensive  income by their nature in a financial  statements
and (b) display the accumulated balance of other comprehensive income separately
in the equity section of a balance  sheet.  The Company's  comprehensive  income
does not differ from its reported net income.

As a business  development  company, the Company must report changes in the fair
value of its  investments  outside of its  operating  income on its statement of
operations and reflect the accumulated  appreciation or depreciation in the fair
value of its investments as a separate  component of its  stockholders'  equity.
This treatment is similar to the treatment required by SFAS No. 130.

RECENT ACCOUNTING PRONOUNCEMENTS

During the year ended  December  31,  2003,  there were  several new  accounting
pronouncements  issued by the Financial  Accounting  Standards  Board (FSAB) the
most recent of which was Statements on Financial Accounting Standards (SFAS) No.
150, ACCOUNTING FOR CERTAIN FINANCIAL  INSTRUMENTS WITH  CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY and FASB Interpretation No. 46, CONSOLIDATION OF VARIABLE
INTEREST ENTITIES. Each of these pronouncements, as applicable, has been or will
be adopted by the  Company.  Management  does not believe the adoption of any of
these  accounting  pronouncements  has had or will have a material impact on the
Company's financial position or operating results.

2. CAPITAL STRUCTURE DISCLOSURES

The  Company's  capital  structure is complex  with several  series of preferred
stock and a general class of common stock.  Through  December 31, 2002 and prior
to the February 20, 2003 recapitalization described below, the Company's capital
structure  consisted only of 200,000,000  authorized  common stock shares with a
$.001 par value per share.

On February 20,  2003,  the Company  filed with the  Secretary of State Nevada a
certificate of amendment amending the Company's  Articles of Incorporation,  and
pursuant to  authorization  by the Board of Directors and a majority of eligible
shareholder  votes, such amendment  provided for a 100 to 1 reverse split of the
Company's  common stock  (actually  only  79,095,106  shares were subject to the
reverse  split).  The amendment  also  authorized the increase of the authorized
number of common shares of all classes of capital stock to 350,000,000, of which
300,000,000  are to be  shares of common  stock  with a par value of $.001,  and
further  providing  authorization  for the issuance of preferred  shares in such
series and with such voting powers as may be determined by the Board. The shares
may be  issued by the  Company  from  time to time as  approved  by the Board of
Directors without approval of the shareholders  except as otherwise provided for
by the applicable Nevada law.


                                       F-17

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

SERIES A CONVERTIBLE PREFERRED STOCK

On February 20, 2003,  the Company  designated  1,200,000  Series A  Convertible
Preferred Stock shares with a par value of $.001 per share.  The Series A shares
are  convertible  at the  holder's  option into 10 shares of common  stock and 1
share of Series B  Convertible  Preferred  Stock.  The  Series A shares  rank in
priority to the  Company's  common  stock and any other  preferred  stock shares
issued,  both as to the payment of dividends and as to  distributions  of assets
upon liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary.  Dividends,  if  declared by the Board of  Directors,  accrue at an
annual rate of $.30 and are fully  cumulative.  Also on this date,  these shares
were issued and immediately  converted into  12,000,000  common stock shares and
1,200,000 Series B Convertible  Preferred Stock shares. No other Series A shares
have been issued.

SERIES B PREFERRED STOCK

On February 20, 2003,  the Company  designated  1,200,000  Series B  Convertible
Preferred Stock shares with a par value of $.001 per share.  The Series B shares
rank in  priority  to the  Company's  common  stock  both as to the  payment  of
dividends and as to  distributions  of assets upon  liquidation,  dissolution or
winding up of the Company,  whether  voluntary  or  involuntary.  Dividends,  if
declared  by the Board of  Directors,  accrue at an annual  rate of $.30 and are
fully  cumulative.  In  addition,  each Series B share  provides  for 500 votes.
Fredericks Partners, a California partnership,  as holder of the Series B shares
owns controlling votes in the Company.  Other than the 1,200,000 Series B shares
issued upon the  conversion  of the Series A shares  described  above,  no other
Series B shares have been issued.

SERIES C PREFERRED STOCK

On August 14, 2003, the Company  designated  15,000,000 Series C Preferred Stock
shares  with a par  value  to be  determined  by the  Board  of  Directors  (the
preferred  shares  originally were designated with a $.001 par value per share).
The shares  contain no  participation  rights and  therefore the holders are not
entitled to participate in any dividends declared by the Board of Directors. The
shares are  convertible  into common  stock shares at the rate of 1 to 1 anytime
during the year  following  the date of  issuance  and the shares  automatically
convert  to  common  stock  shares  at that  same rate one year from the date of
issuance  if  not  previously  converted  during  that  time.  In the  event  of
liquidation,  dissolution or other similar winding up event,  the shares rank in
priority to the Company's common stock and the Series B and D preferred stock as
to  distributions of assets upon  liquidation,  dissolution or winding up of the
Company, whether voluntary or involuntary.

SERIES D PREFERRED STOCK

On December 10, 2003, the Company designated  1,000,000 Series D Preferred Stock
shares with no par value and a stated value of $1per share.  The shares  contain
no  participation   rights  and  therefore  the  holders  are  not  entitled  to
participate in any dividends  declared by the Board of Directors.  The shares do
not contain any voting rights. In the event of liquidation, dissolution or other
similar  winding up event,  the  holders of the shares have the right to convert
their stock into common  stock shares on a 1 to 1 basis.  Otherwise,  the shares
rank last in priority  behind the Series C and Series B preferred  stock shares.
Also on this date, the Company issued all authorized  Series D shares to Pacific
Development in exchange for shares of HCIA.

                                      F-18

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


COMMON STOCK

On November  11, 2003,  the Company  amended its  Articles of  Incorporation  to
increase the number of authorized  common shares to 750,000,000 with a par value
of $.001 per share.  Each  common  stock  share  contains  one voting  right and
contains the rights to dividends if and when declared by the Board of Directors.

COMMON STOCK WARRANTS

On July 7, 2003, in connection  with a $60,000 loan to the Company,  the Company
entered into a Common Stock and Warrant Purchase  Agreement  whereby the Company
granted the lender  class A, B and C warrants  to purchase a total of  3,000,000
common stock shares at various prices. Specifically,  the A Warrants entitle the
lender/holder  to acquire up to 1,000,000 free trading shares,  in increments of
250,000 shares each, at a price of $.10 per share.  The warrants are exercisable
anytime  during  a  period  ending  24  months  and 1 day  from  the date of the
agreement.

Similarly,  the B and C Warrants each entitle the lender/holder to acquire up to
1,000,000 free trading shares,  in increments of 250,000 shares each, at a price
of $.20  and  $.30  per  share,  respectively.  The B and C  warrants  are  each
exercisable anytime during a period ending 30 months and 1 day and 36 months and
1 day, respectively, from the date of the agreement.

PREFERRED WARRANTS

On July 8, 2002, the Company distributed an offer, which expired on November 19,
2002, under which the  stockholders  could elect to exchange common stock shares
for preferred  warrants.  Each preferred warrant entitled the holder to purchase
one  share of  common  stock for $.01 and was  automatically  exercised  for the
difference,  expressed in whole shares of post-split  common stock,  between the
fair market value of one share of common stock and $.01 as a result of the above
recapitalization.  The  exchange  ratio  and  exercise  price  of the  preferred
warrants were not to be adjusted as a result of the above  recapitalization and,
therefore,  were not to be subject to the 100 to 1 reverse  stock  split.  As of
November 19, 2002,  the holders of  79,095,106  common stock shares had accepted
the offer to surrender their shares and receive the preferred  warrants although
the shares were not canceled and the preferred warrants not issued until January
2003.  On February 20, 2003,  the above  recapitalization  was completed and the
remaining 120,832,039 common stock shares under went the reverse stock split. In
March 2003, in a cost savings  decision by the Company,  the preferred  warrants
were canceled and 79,095,106 restricted common stock shares were issued.

3.       RISK CONCENTRATIONS AND UNCERTAINTIES

Prior to September 30, 2003, the Company, through its subsidiaries,  operated in
highly  specialized  industries.  There are only four  companies  worldwide  who
manufacture  and sell night  sights  using  tritium.  The gun sight  industry is
highly  dependent  on  major  firearms  manufacturers  as well as  consumer  and
governmental  demand for weapons.  World conditions and economies can affect the
future sales of this product.

                                       F-19

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


The Company's  magnetic and  hydraulic-magnetic  technologies (Note 13) required
additional  modifications  to fit  specific  customer  needs.  Demand  for these
products from  governmental  and  industrial  sources was largely  estimated and
while the Company had studied various markets,  no assurance could be given that
these products could be successfully marketed.

4.       NOTES PAYABLE

The  Company's  debt  consist  of  a  purchase  note  payable  incurred  in  the
acquisition of Paramount  MultiServices,  Inc. (Note 6) and several  installment
and promissory notes, which bear interest at 6.0% to 10%, are generally due upon
demand and past due, are unsecured and contain no restrictions.

The  Purchase  note  payable  is payable  in annual  installments  of either the
Company's common stock,  pending a California  fairness hearing, or cash through
December 2006.  Because the terms of the note did not provide for interest,  the
Company has discounted the carrying value of this note to its fair value using a
discounted  interest rate of 5%. As of this date, the initial $500,000  purchase
price payment has not been paid pending the fairness hearing, which is necessary
so that the common stock  issued by the Company as payment  will be  immediately
free trading shares.

At December 31, 2003, future principal payments required under the terms of this
purchase note payable are as follows.

                         YEAR ENDED
                        DECEMBER 31,                               AMOUNT

                           2004                               $     785,714
                           2005                                     226,757
                           2006                                     215,959
                                                                -----------

                                                              $   1,228,430
                                                                ===========

On September 27, 2002, the Company issued a $200,000 convertible promissory note
convertible into 1,200,000 shares of Series A Convertible  Preferred Stock, when
authorized and issued, with rights and preferences as the Company may determine,
to Fredericks Partners, a California partnership. The note provided for interest
at 10% and was due March  27,  2003.  In  addition,  the note  gave its  holders
600,000,000  votes  as  `debt  votes'  awarded  by the  Board  of  Directors  by
resolution of September 27, 2002.  The note provided that it may be converted at
any time prior to payment.  On February 20, 2003,  Fredericks Partners exercised
its conversion privilege (Note 2).







                                       F-20

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


5.       COMMITMENTS AND CONTINGENCIES

LEASES

Through July 2003, the Company  conducted its operations from its own facilities
located  in Ft.  Worth,  Texas,  which it had  occupied  since  early  2001.  In
addition,  The Company's  Unertyl division  facilities  located in Pennsylvania,
were  leased on a  month-to-month  basis and the  Company's  2826 Elm St.,  Inc.
nightclub  facility was leased under a  non-cancelable  operating lease expiring
through November 2005. Beginning in July 2003, the Company sold the building and
relocated its corporate office to Las Vegas, Nevada, which it is leasing under a
non-cancelable  operating  lease  expiring  in July  2008 at a  monthly  rate of
$6,570.  As part of the sale agreement,  the Company agreed to leaseback the Ft.
Worth facilities  through March 2004 at a monthly rate of $6,500.  For the three
months ended  December 31, 2003,  the nine months ended  September  30, 2003 and
each of the years  ended  December  31,  2002 and  2001,  rent  expense  for the
Company's   facilities   totaled   $39,210,   $94,635,   $66,800  and   $92,378,
respectively.

At December 31, 2003, future minimum rental payments required under the terms of
the Company's Las Vegas office lease agreement was as follows.

                        YEAR ENDED
                       DECEMBER 31,                      AMOUNT

                           2004                    $      78,840
                           2005                           78,840
                           2006                           78,840
                           2007                           78,840
                           2008                           45,990
                                                     -----------

                                                   $     361,350
                                                     ===========

LEGAL MATTERS

The Company is subject to legal proceedings that arise in the ordinary course of
business.  Management  does not believe that the outcome of any of these matters
will have a material  adverse  effect on the  Company's  consolidated  financial
position, operating results or cash flows.

LICENSE AGREEMENT

Trident  Technologies  Corporation  (TTC),  a  wholly  owned  subsidiary  of the
Company, is obligated under a license agreement  (Agreement) with The University
of California as operators of Los Alamos  National  Laboratory  (patent  holder)
related to the  development,  marketing  and sales  rights to certain  specified
magnetic and/or magnet technology.




                                       F-21

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


TTC is  obligated  to pay a royalty fee of 8.0% on net income (as defined in the
Agreement) of products sold using the patented  technology.  Further,  TTC is to
pay an annual  maintenance  fee of  $74,000.  All  royalty  fees  paid  during a
specific  year  are to be  credited  to  that  year's  maintenance  fee  and the
maintenance fee requirement is considered met if the royalty  payments during an
Agreement year are equal to or exceed the required maintenance fee.

During the year ended December 31, 2002, the Company  determined the license was
no longer cost beneficial and stopped paying its royalty and annual  maintenance
fees  causing  the  license  to  expire.  As a result,  the  Company  charged to
continuing  operations the  unamortized  carrying value of the license  totaling
$49,160.

6.       RELATED PARTY TRANSACTIONS

STOCKHOLDERS

During the three months ended December 31, 2003, the nine month ended  September
30, 2003 and each of the years  ended  December  31, 2002 and 2001,  the Company
made advances totaling $0, $0, $6,477 and $55,763, respectively, to stockholders
and former  officers  and  directors of the  Company.  The advances  were due on
demand as funds were available, non-interest bearing and unsecured. In addition,
during the same periods, $0, $0, $0 and $10,817, respectively, of these advances
were repaid and $0, $0, $42,720 and $0, respectively, were charged to expense as
uncollectible.  Also, during the year ended December 31, 2002,  $55,728 of these
advances were reserved  because of doubt as to their  collectibility  and during
the nine months  ended  September  30,  2003,  the  remaining  $112,591 of these
advances were charged to expense as uncollectible.

During the year ended  December 31, 2000,  the Company  received  $171,080  from
existing  stockholders for the purchase of additional  common stock to be issued
by the Company.  Because of the volatility of the trading price of the Company's
common  stock these funds were held by the Company  while  negotiations  for the
price per share were being  conducted with these  stockholders.  In February and
March 2001,  negotiations  were  completed and  1,710,800  shares were issued in
repayment of these advances.

During the three months ended December 31, 2003, the nine months ended September
30, 2003,  and each of the years ended  December 31, 2002 and 2001,  the Company
received   advances   totaling   $98,521,   $404,490,   $582,180  and  $100,100,
respectively, from stockholders. These advances are due upon demand as funds are
available,  non-interest  bearing and unsecured.  Also, during the same periods,
the Company repaid $0, $636,580 ($148,000 through the issuance of common stock),
$5,100  and $0,  respectively,  of these  advances  and  during  the year  ended
December 31, 2002,  $100,000 of these  advances  were assumed as part of the ELM
net assets disposition (Note 12).






                                       F-22

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


STOCK BASED COMPENSATION ARRANGEMENT

In September of 1994, the board of directors entered into a consulting  contract
with the  Company's  former CEO.  This  agreement  required the Company to issue
1,000,000 shares of common stock to the CEO and to compensate him at the rate of
$10,000  per  month.  Should the  Company be unable to pay the CEO in cash,  the
Company  would  issue him its  common  stock in amount  equal to $0.02 per share
(which  was the share  price at the time the  consulting  contract  was  entered
into).  The Company paid the CEO through  December of 1994.  In January of 1995,
the Company and the CEO  re-negotiated the agreement to remunerate him solely in
stock of the Company.  This was  necessary  because of the  Company's  cash flow
position  and  inability to pay the  previously  agreed upon  compensation.  The
agreement  required the CEO to perform  services for the Company in exchange for
500,000 shares of Company common stock per month.  As of the expiration  date of
the agreement,  January 5, 1998, the CEO earned a total of 19,000,000  shares of
the Company's  common stock with a $360,000 fair value.  This  compensation  was
charged to expense over the period of the agreement. The agreement required that
the  stock  not be  issued  until  after  the  end of the  initial  term  of the
agreement,  which was three  years.  In June  2002,  the stock was issued and is
subject  to Rule 144 of the  Securities  and  Exchange  Commission  and  further
subject to a five-year  "lockup"  requirement,  precluding  the CEO from selling
said stock for five years from the date of issuance.  Also, in June 2002,  these
shares were `turned in' to the Company as consideration  for the purchase of the
net assets of the Company's night club operation by the former CEO (Note 12).

PARAMOUNT MULTISERVICES, INC. (PMI)

On December 30, 2003, the Company  acquired all of the outstanding  common stock
of PMI for a purchase  price of  $1,300,000  which was  discounted to $1,228,430
(Note 4). The purchase price is payable in annual installments  through December
30,  2006 at an  imputed  interest  rate of 5.0% in either  common  stock of the
Company or in cash. Because the majority  stockholder and a director and officer
of PMI is a member of executive  management of the Company, the Company obtained
an  independent  business  valuation  of PMI to  support  the price paid for its
investment.

MANAGEMENT FEES

During the three  months  ended  December  31,  2003,  the Company  entered into
agreements to provide management  services to three controlled  companies,  PMI,
IWI and TTI, and accrued  management fee revenues  pursuant to these  agreements
totaling  $150,000.  On December  30, 2003,  in  connection  with the  Company's
investment  in  PMI,  the  management   agreement   terminated.   The  remaining
agreements,  which each provide for quarterly  management  fees of $30,000,  are
open ended and can be terminated by either party upon 30 days written notice.









                                       F-23

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


7.       INCOME TAXES

The Company  accounts for corporate income taxes in accordance with Statement of
Financial  Accounting Standards (SFAS) No. 109. Under SFAS No. 109, deferred tax
assets and liabilities are recognized for the estimated  future tax consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases. In addition,
future tax benefits,  such as those from net operating loss carry forwards,  are
recognized to the extent that  realization  of such benefits is more likely than
not.  Deferred tax assets and  liabilities  are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that  includes the enactment  date.  At December 31, 2003,  the Company's
cost of its  investments  for federal  income tax purposes are equal to its cost
for financial reporting purposes.

A reconciliation  of income tax expense at the statutory  federal rate of 34% to
income tax  expense at the  Company's  effective  tax rate for the three  months
ended December 31, 2003,  the nine months ended  September 30, 2003 and for each
of the years ended December 31, 2002 and 2001 is as follows.

<TABLE>
<CAPTION>

                                                        Three             Nine
                                                        Months           Months
                                                        Ended            Ended
                                                       12/31/03         9/30/03         2002           2001
                                                       --------         -------         ----           ----
<S>                                                <C>            <C>             <C>            <C>
     Tax benefits computed at statutory rate       $     604,039  $(     568,157) $(    656,487) $(  1,960,634)
     Increase in valuation allowance                (    524,261)        552,035        650,976      1,957,841
     Adjustment to valuation allowance
       resulting from conversion to a
       business development company                       84,501               -              -              -
     Permanent differences                                 4,723          16,122          5,511          2,793
                                                     -----------    ------------    -----------    -----------
                                                   $           -  $            -  $           -  $           -
                                                    ============   =============   ============   ============
</TABLE>


As of December  31,  2003,  the Company has  approximately  $9.8  million of net
operating  losses  available to offset future taxable  income and  approximately
$3.3 million of unrealized depreciation in the carrying value of its investments
available  to offset  future  appreciation  if it occurs.  These carry  forwards
expire in years 2008 through 2023.













                                       F-24

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


At December 31, 2003 and 2002,  significant components of the Company's deferred
tax assets (benefits) and liabilities are summarized below.

                                                      2003            2002
                                                      ----            ----
     Deferred tax assets:
         Net operating loss carry forward        $   4,460,665  $   4,275,376
         Amortization differences                            -        157,515
     Less valuation allowance                     (  4,460,665)  (  4,432,891)
                                                   -----------    -----------
                                                             -              -
     Deferred tax liabilities:
         Depreciation differences                            -              -
                                                   -----------    -----------
     Net deferred tax assets                     $           -  $           -
                                                  ============   ============


8. FINANCIAL INSTRUMENTS

The Company's financial instruments,  which potentially subject it to credit and
other risks,  consists of its cash, accounts  receivable,  investments in equity
securities and loans (after becoming a business  development  company) (Note 1),
notes payable and advances to/from officer and stockholders.

CASH

The Company  maintains its cash in bank deposit and other  accounts,  which,  at
times,  may exceed  federally  insured  limits.  Although  the  Company  has not
experienced  any losses in such  accounts  and does not believe it is exposed to
any significant credit risks involving its cash at December 31, 2003, $1,596,294
of the  Company's  cash was  maintained in financial  institutions  in excess of
federal insurance coverage.

ACCOUNTS RECEIVABLE, TRADE

The Company's accounts receivable are unsecured and generally represent sales on
a net 30-day basis to customers located  throughout the United States.  With the
exception for amounts reserved for doubtful collectibility,  management believes
it is not exposed to any significant credit risks affecting accounts  receivable
and that these accounts are fairly stated at estimated net  realizable  amounts.
At  December  31,  2002 and  2001,  accounts  receivable  are  reflected  in the
accompanying  consolidated financial statements net of an allowance for doubtful
accounts totaling $290,591 and $6,500,  respectively.  The allowance  represents
management's  estimate of those  receivables that might not be collectible based
on the Company's historical collection experience.







                                       F-25

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


NOTES PAYABLE

Management  believes the carrying value of the notes payable represents the fair
value of this financial  instrument  because their terms are similar to those in
the lending market for comparable debt with comparable risks.

ADVANCES TO/FROM STOCKHOLDERS

Management  believes the carrying  value of these  advances  represent  the fair
value of these financial instruments because their terms are similar to those in
the lending market for comparable loans with comparable risks.

9. OTHER STATEMENT OF CASH FLOWS DISCLOSURES

For the three months ended  December 31, 2003,  the nine months ended  September
30, 2003 and each of the years ended  December  31, 2002 and 2001,  supplemental
disclosure of cash flow information is as follows:

<TABLE>
<CAPTION>
                                                        Three            Nine
                                                       Months           Months
                                                        Ended           Ended
                                                      12/31/03         9/30/03           2002         2001
                                                      --------         --------          ----         ----


<S>                                                <C>            <C>             <C>            <C>
Cash paid for interest                             $       7,673  $       54,722  $      69,553  $      22,331
Cash paid for income taxes                                     -               -              -              -
Non-cash investing and financing activities:
     Issuance of common stock in purchase
         of MMC                                    $           -  $            -  $           -  $     203,000
     Issuance of common stock in exchange
         for services                              $           -  $      401,988  $     387,500  $   2,493,920
     Issuance of common stock in exchange
         for patents                               $           -  $            -  $           -  $     220,000
     Issuance of common stock to repay
         note payable and accrued interest         $           -  $      250,000  $           -  $     769,146
     Issuance of common stock to repay
         stockholder advances                      $           -  $      148,000  $           -  $     171,080
     Issuance of common stock
         previously earned                         $           -  $            -  $     360,000  $           -

</TABLE>




                                      F-26

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


10.      STOCK OPTION PLAN

On August 6, 2002,  the Company  established  the 2002  Directors,  Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan (the Plan) as a way
of  attracting  and  retaining  highly  qualified  and  experienced   directors,
employees and consultants and to give them a continued  proprietary  interest in
the  success of the  Company  and its  subsidiaries.  Additionally,  the plan is
intended to encourage  ownership of the Company's common stock.  Pursuant to the
Plan, as amended on February 20, 2003,  the aggregate  number of shares that may
be optioned,  subject to  conversion,  or issued is 10,000,000  shares of common
stock,  warrants,  options,  preferred stock or any combination  thereof.  As of
December 31, 2003, no options have been granted under this plan.

11.      INTERIM FINANCIAL DATA AND FOURTH QUARTER ADJUSTMENTS

During the fourth  quarter  of the  Company's  year  ended  December  31,  2003,
adjustments  were  made to the  Company's  financial  statements  that  affected
previously  reported interim 2003 quarterly  periods.  The overall effect of the
adjustments was to decrease net income by $377,741.

12.      DISCONTINUED OPERATIONS (PRIOR TO SEPTEMBER 30, 2003)

2826 ELM, INC. (ELM)

On June 20, 2002, the Company  discontinued  operations of its night club, which
was  acquired in January 2001 (Note 1), and sold the  remaining  net assets to a
corporation  controlled by a stockholder  and former officer and director of the
Company (Note 6). In  consideration  for these net assets,  the Company received
19,000,000 if its common stock shares owned by the stockholder with a fair value
of $350,000 and  recognized  a gain on the  disposition  of  $211,453,  which is
included  in the  accompanying  consolidated  financial  statements  as  part of
discontinued operations.

TRADE PARTNERS INTERNATIONAL, INC. (TPI)

On April 3, 2002,  the  Company  discontinued  operations  in its  wholly  owned
subsidiary (Note 1) and incurred a $144,744 loss on the impairment of inventory,
which is included in the  accompanying  consolidated  financial  statements as a
part  of  discontinued   operations  pursuant  to  SFAS  No.  144,  DISCONTINUED
OPERATIONS.  TPI operations  were part of the Company's  tire sealant  operating
segment (Note 13).

NET CONSTRUCTION, INC. (NCI) (FORMERLY QCB ARMOR)

On June 19,  2001,  QCB Armor  changed  its name to Net  Construction,  Inc.  to
facilitate the  acquisition  of a  telecommunications  and  networking  company.
However, on April 3, 2002, due to higher than anticipated  overhead expenses the
Company   decided  to  discontinue   operations  of  NCI.  NCI's  remaining  net
liabilities of $18,532 will be assumed by the Company's other operations.  NCI's
operating  results  are  included  in the  accompanying  consolidated  financial
statements as part of discontinued operations.


                                       F-27


<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


13.      BUSINESS SEGMENTS

Prior to becoming a business development company, the Company had six reportable
operating segments for which its management  reviewed financial  information and
based decisions. These operating segments are (1) manufacturing night sights for
handguns,  (2)  manufacturing a patented device used for climbing steel surfaces
called "The  Gripper," (3)  manufacturing  an Emergency  Magnetic-Hydraulic  Sea
Patch and Pro-Mag Systems,  (4) importing and resale of firearms,  (5) importing
and distribution of a tire sealant product and (6) a nightclub. Generally, these
activities are conducted through separate subsidiary corporations.

During the nine  months  ended  September  30,  2003 and each of the years ended
December 31, 2002 and 2001,  foreign  sales were  insignificant.  The  following
table reflects  certain  information  about the Company's  reportable  operating
segments  related  to its  continuing  operations  for  the  nine  months  ended
September  30,  2003 and each of the years  ended  December  31,  2002 and 2001.
Information related to its discontinued operations is contained in Note 12.

<TABLE>
<CAPTION>

                                             (1)            (2)            (3)           (4)
                                             IWI          TRIDENT          SEA         FIREARMS
       NINE MONTHS ENDED 9/30/03         NIGHT SIGHTS     GRIPPER         PATCH         RESALE         TOTAL

<S>                                         <C>                          <C>                       <C>
Revenue, external customers                    337,540                   129,510                      467,050
Operating income (loss)                     (1,521,825)                   94,712                   (1,427,113)
Interest expense                                35,958                                                 35,958
Depreciation/amortization                      152,146                    10,930                      163,076
Consulting services, non cash                  420,000                                                420,000
Expenditures for long-lived assets                                                                          -
Total long-lived assets, net of
   depreciation                                610,094                     9,370                      619,464
Total assets                                 2,813,203                    66,838                    2,880,041

<CAPTION>

                                           (1)             (2)          (3)          (4)
                                             IWI           TRIDENT        SEA        FIREARMS
               2002                      NIGHT SIGHTS      GRIPPER       PATCH        RESALE           TOTAL

<S>                                         <C>              <C>         <C>          <C>             <C>
Revenue, external customers                    944,669       28,609      129,510      159,604          1,262,392
Operating income (loss)                     (2,154,986)      (7,690)      94,712       29,142         (2,038,822)
Interest expense                                69,553                                                    69,553
Depreciation/amortization                      256,279                    14,574                         270,853
Consulting services, non cash                  387,500                                                   387,500
Expenditures for long-lived assets              16,842                                                    16,842
Total long-lived assets, net of
   depreciation                              1,192,895                     9,370                       1,202,265
Total assets                                 2,467,799                    66,838                       2,534,637

</TABLE>



                                      F-28

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                           (1)             (2)          (3)          (4)
                                             IWI           TRIDENT        SEA        FIREARMS
               2001                      NIGHT SIGHTS      GRIPPER       PATCH        RESALE           TOTAL

<S>                                         <C>              <C>         <C>          <C>             <C>
Revenue, external customers                  1,607,660        2,115       51,208       53,958          1,714,941
Operating income (loss)                     (4,513,616)     (20,317)    (492,743)    (116,623)        (5,143,299)
Interest expense                                52,429                                                    52,429
Depreciation/amortization                      325,370                    43,610                         368,980
Consulting services, non cash                2,493,920                                                 2,493,920
Expenditures for long-lived assets           1,512,998                     3,732                       1,516,730
Total long-lived assets, net of
   depreciation                              1,748,282                    20,163                       1,768,445
Total assets                                 3,664,410                   209,585       107,910         3,981,905

</TABLE>


14.      FINANCIAL HIGHLIGHTS

Following  is a schedule of  financial  highlights  for the three  months  ended
December 31, 2003, the first  reporting  period a business  development  company
(Note 1).

<TABLE>
<CAPTION>

<S>                                                                                     <C>
Per share date (basic and dilutive):
     Net asset value at beginning of period                                             $                -
                                                                                         -----------------

     Net operating income (loss) before investment gains (losses)                                        -
     Increase in unrealized appreciation on investments (1)                                           0.01
     Cumulative effect of conversion to a business development company                                   -
     Income tax provision                                                                                -
                                                                                         -----------------
     Net increase (decrease) in stockholders' equity from net income (loss)(1)                        0.01
                                                                                         -----------------
     Dividends declared                                                                                  -
     Distributions to stockholders                                                                       -

     Effect of issuance of common shares for cash                                                     0.02
                                                                                         -----------------

     Net asset value at end of period                                                   $             0.03
                                                                                         =================
     Per share market value at end of period                                            $             0.03
     Total return (2)                                                                                17.13%
     Shares outstanding at end of period                                                       437,173,162

Ratio/supplemental data:
     Net assets at end of period                                                        $       11,484,252
     Ratio of operating expenses to average net assets                                                2.44%
     Ratio of net operating income (loss) to average net assets                                       8.78%

</TABLE>

(1)      Amount computed using average shares outstanding during the period
(2)      Total return equals net income (loss) dividend by average shares out-
         standing during the period


                                       F-29

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


15.      SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>

Year Ended December 31, 2003

                                                         First         Second         Third            Fourth
                                                         -----         ------         -----            ------
<S>                                                <C>            <C>             <C>            <C>
Net sales                                          $     172,278  $      154,645  $     140,127  $     1,158,168
Gross profit                                              12,445          56,645         33,876        1,158,168
Income (loss) before cumulative
   effect of accounting change                      (    322,930)  (     641,495)  (    706,625)       1,776,585
Cumulative effect of conversion to
   business development company                                -               -              -   (      232,996)
Net income (loss)/net increase (decrease)
   in stockholders' equity resulting from
   net income (loss)                                (    267,407)  (     641,495)  (    762,148)       2,009,581
Earnings (loss) per share
   basic and diluted                               $        0.00  $         0.00  $        0.00  $          0.01

<CAPTION>

Year Ended December 31, 2002

                                                         First         Second         Third            Fourth
                                                         -----         ------         -----            ------
<S>                                                <C>            <C>             <C>            <C>
Net sales                                          $     728,758  $      479,910  $     314,731  $(      261,006)
Gross profit                                             438,851         202,971        198,644   (      255,338)
Income (loss) before cumulative
   effect of accounting change                            42,558         219,433   (    228,309)  (    1,930,845)
Cumulative effect of conversion to
   business development company                                -               -              -                -
Net income (loss)/net increase (decrease)
   in stockholders' equity resulting from
   net income (loss)                                      42,558         219,433   (    228,309)   (   1,930,845)
Earnings (loss) per share
   basic and diluted                               $        0.00  $         0.00  $        0.00   $(        1.03)

</TABLE>


                                       F-30


<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

none

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our directors, executive officers and key employees and their respective ages
and positions are set forth below. Biographical information for each of those
persons is also presented below. Our executive officers are appointed by our
Board of Directors and serve at its discretion. Arland D. Dunn was appointed to
be Chairman of the Board, CEO and President of the Company on May 1, 2002. On
that date, Larry B. Bach was appointed as Secretary of the Company. Mr. Dunn
became President and Director of all of the Company's then-existing
subsidiaries. Shane Traveller and James Terrell were elected to the Board of
Directors on September 3, 2003. John Hopf was elected a member of the Board of
Directors on December 9, 2003.

<PAGE>




Name                   Age     Position Held

Arland D. Dunn          63     Chief Executive Officer, President and Chairman
                               of the Board

Larry B. Bach           66     Secretary and Director

Shane Traveller, CPA    37     Director and Chairman of the Audit and Investment
                               Committee (Named Financial Expert)

James Terrell           --     Director and member of the Audit and Investment
                               Committee

John Hopf               38     Director and member of the Audit and Investment
                               Committee

Alvin L. Dahl, CPA      62     Chief Financial Officer

Kevin Romney            43     General Manager


Arland D. Dunn, President, CEO and Chairman of the Board
Las Vegas, Nevada

Born in the high desert of eastern California, Mr. Dunn graduated Columbia Law
School (With Special Recognition). Business was more appealing to him than the
practice of law. Returning to his roots, he joined the Inyo Marble Products
Company in his native Inyo County, California. At that time, the company was the
largest provider of marble and terrazzo in the United States. Mr. Dunn guided
that company through a difficult period of contraction of basic natural resource
industries in the United States, including dealing successfully with the then
new environmental, safety and ecological regulation, while maintaining
profitability and business growth. He earned his substantial equity position in
Inyo Marble.

Mr. Dunn then chose to broaden his business experience, joining IAP Industries,
a force in retail photography and allied services, as executive vice-president.
Mr. Dunn learned the popular photography business that would lead to his
successful next enterprise.

The creation of Traditional Industries, Inc. by Mr. Dunn in the late 1970's led
to a most successful organization, boosted by new methods of consumer financing
designed by Mr. Dunn. Independent direct sales organizations represented
Traditional, aggressively promoting goods and services paid for by consumer

<PAGE>

installment contracts. Traditional not only sold in its own account, but also
bought and sold consumer installment debt paper from other sources, creating a
less-then-prime financial network engaged in the buying, selling and trading of
consumer installment debt. Revenues went from $0 to $200,000,000 per annum.
Traditional was named by Forbes as one of the best managed small businesses in
America.

Mr. Dunn's most significant contribution to the success of Traditional, among
many significant contributions, was the expert dealing in the volatile market
for short-term consumer installment contracts, financing the purchasing and
reselling of such obligations through public instruments. Profits earned in the
high-velocity market, trading in such instruments were greatly enhanced by Mr.
Dunn's innovative methods.

Always on the lookout for innovative opportunities, Mr. Dunn then entered the
then rapidly growing ATM market, which led, in turn to interest in non-bank
electronic money transfer. As an outgrowth of the ATM enterprise, a new
money-transferring system, which better served the public at less cost and with
greater efficiency was developed under Mr. Dunn's supervision.

Following the events of 9/11, Mr. Dunn sought new enterprises to deal with the
new world. 21st Century Technologies, Inc. asked him to become their new leader
as chairman of the board and chief executive officer at a time of difficulty.

Larry B. Bach, Director and Secretary of the Company

A resident of Henderson, Nevada, Mr. Bach has served as Director since August
20, 2002 and Corporate Secretary to the Company since May 1, 2002, serving at
the Company's Las Vegas, Nevada executive offices. From 1998 until 2002, he was
Vice-President/Secretary of KeyCom, Inc., which developed the XTRAN (TM) money
transfer system, which was sold to Emergent Financial Services, Inc. From 1995
until 1998, Mr. Bach served in various executive capacities with Centennial
Financial Services, Inc., dealing in the high-velocity and complex business of
dealing in short term consumer debt financing, becoming engaged with Centennial
as a result acting as counsel and advisor to Churchill-Steele Ltd., a New
Orleans-based venture capital firm. Prior to Churchill-Steele, Mr. Bach engaged
in the private practice of law, with additional experience as chairman of the
Homestead Oil Company, which engaged in drilling and exploration, principally in
Oklahoma.

Mr. Bach received a Bachelor of Arts (English) from the University of North
Texas, followed by a JD from Southern Methodist University, where he served on
the Law Review as a member of the Board of Editors of the Journal of Air Law and
Commerce.

<PAGE>

Shane Traveller, CPA, Director

Mr. Traveller brings an extensive background in service to public companies both
as an independent auditor, then later as an officer and director.

At a Nasdaq NMS-listed medical device company, he oversaw all operations,
product development and manufacturing in addition to financial reporting,
investor relations, and information systems. Originally brought in as interim
CFO to cut costs, improve reporting and investor relations, he was later named
President and COO with responsibility for all aspects of the company. During his
tenure, sales increased 33%, productivity increased 45%, staffing decreased 42%
and the company achieved cash flow break even for the first time in ten years.

With a company he co-founded, Mr. Traveller established supply channels in
Eastern Europe, negotiated a letter of intent and subsequent joint venture
agreement with a Russian supplier, and oversaw the market release of five new
products. He raised seed capital and set up the production facility, and
internal accounting controls.

As a consultant and independent auditor, Mr. Traveller has been closely involved
in the development and implementation of internal controls, management of staff,
preparation and filing of countless financial statements and SEC filings. He has
led clients through IPO's and secondary offerings, private placements, mergers
and acquisitions, and conversions to a Business Development Company under the
Investment Act of 1940.

A "clean up" specialist, Mr. Traveller assists companies with meeting SEC
compliance, listing requirements, and corporate governance. He is also involved
in providing management consulting, assisting with business plan development and
implementation, and providing capital formation guidance.

EDUCATION AND OTHER INFORMATION

o  Brigham Young University - Bachelor of Science degree from Marriott
   School of Management, major in Accounting, minor in Finance

o  Certified Public Accountant - State of California certificate number 66731
   (inactive)

o  American Institute of Certified Public Accountants

James Terrell, Director

Mr. Terrell brings extensive business experience in various industries. Mr.
Terrell has owned and operated various wedding chapels since 1968 and currently
helps operate The Little White Chapel on Las Vegas Boulevard. The Little White
Chapel is widely known all over the world for performing weddings for
celebrities such as Michael Jordan, Bruce Willis, Demi Moore, and even Britney
Spears.

In addition to owning and operating wedding chapels, Mr. Terrell brings
experience in owning and operating various investment and retail businesses.

<PAGE>

John Hopf, Director

Mr. Hopf brings extensive experience in the fields of investment banking,
business plan development, strategic alliances, mergers and acquisitions, and
public relations. As an advisor for the Compass Capital Group, Mr. Hopf acts as
both advisor and investment banker to help clients facilitate strategic
alliances, mergers and acquisitions, and access to capital markets. Mr. Hopf is
a holder Series 7, 24,55 and 63 securities licenses. He was director of Business
Development a AB Watley Group, Inc. New York, dealing with trade volumes of over
100,000,000 shares per month. Prior to his Watley experience, Mr. Hopf served as
General Securities Principal and Trader for Andover Brokerage, New York,
including management of 40 branch offices. Prior to his career in the brokerage
industry, Mr. Hopf served in the U. S. Marine Corps and majored in Marketing
while attending C. W. Post College at Long Island University.

Alvin L. Dahl, CPA, Chief Financial Officer

Mr. Dahl, a certified public accountant has extensive experience in the
accounting industry. In 1994, he acquired Ray & Associates, LLP, an accounting
firm specializing in tax, audit, and management advisory services. Under his
supervision, the firm averaged an annual growth rate of 30+%, more than doubling
the annual revenue, while retaining 90% of its original clients. In 2000, Mr.
Dahl sold the accounting and auditing portion of the firm as well as the
majority of the tax services and retained certain tax clients and the management
advisory services.

Prior to his ownership background in the accounting industry, Mr. Dahl served as
Chief Financial Officer for Advanced Framing Systems, Inc., a steel housing
manufacturer with annual sales of $40 million and 100 + employees; and held
various asset management positions for financial firms in the real estate
industry.

Mr. Dahl also held executive level positions in various financial institutions
including positions as President and Chairman of the Board in two Texas Savings
& Loan Associations prior to industry deregulation.

Mr. Dahl completed his BBA in Finance and Accounting at The University of Texas
at Austin in 1966 and has completed 36 semester hours of graduate level course
work.

Kevin D. Romney, CPA, General Manager

Mr. Romney served the Company as General Manager since May 20, 2002. In 1987,
Mr. Romney founded The Romney Group, a telemarketing company specializing in the
sale of financial products, surveys, subscriptions, lead generation, political
calling etc. Clients include Chase, Discover, First USA, Greyhound, NRA, Phillip
Morris, Investors Business Daily, American Remodeling, Republican and Democratic
candidates. At inception, the company's main product was finding locations for
vending machines owned by individual investors. In 1995, The Romney Group
expanded to include other types of telemarketing. Explosive growth of 60-70% per
year led to recognition of The Romney Group as one of the 15 fastest growing

<PAGE>

telemarketing companies of its size by Telemarketing Magazine for several years
in a row, growing to revenue in excess of $3 million per year. Prior to the
founding of The Romney Group, Mr. Romney was an auditor for Ernst & Whinney, a
Big Eight CPA firm.

Mr. Romney received his BBA from Brigham Young University, with emphasis in
accounting.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth information as of December 31, 2003,

                                                             Annual
Name and Principal Position                   Year(s)        Salary       Bonus
---------------------------                   -------        ------       -----

Arland D. Dunn                                2003          $150,000        $0
CEO and President

Larry B. Bach, Director and Secretary         2003            *             $0

Kevin Romney, General Manager                 2003          $104,000        $0

Alvin L. Dahl                                 2003            *             $0
Chief Financial Officer

   * Less than $100,000.00

COMPENSATION OF  DIRECTORS.

The Company's standard arrangement for compensation of directors for any
services provided as Director, including services for committee participation or
for special assignments ranges from $500.00 to $1,500.00 per meeting.

ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth information furnished to us with respect to the
beneficial ownership of our common stock by (i) each executive officer, director
and nominee, and by all directors and executive officers as a group, and (ii)
each beneficial owner of more than five percent of our outstanding common stock,
in each case as of December 31, 2003. Unless otherwise indicated, each of the
persons listed has sole voting and dispositive power with respect to the shares
shown as beneficially owned, subject to applicable community property laws.

<PAGE>

         Except as otherwise stated, the mailing address for each person
identified below is 2700 W. Sahara, Suite 440, Las Vegas, Nevada.

<TABLE>
<CAPTION>

                                                 Shares Beneficially     Percent of Class
               Name                     Class         Owned (1)
-----------------------------------     ------     ----------------     -------------------
<S>                                     <C>          <C>                          <C>
Fredricks Partners
5707 Corsa, Suite 107
Westlake Village, CA 913652             Common       12,000,000 (2)                 2.7%

Fredericks Partners                     Series B
                                        Preferred    1,200,000 (3)                100.0%

Arland D. Dunn, Chief Executive
  Officer & Director                    Common             -0-

Arland D. Dunn                          Series C
                                        Preferred    5,000,000                     33.3%

Larry B. Bach, Secretary & Director     Common          50,000(2)                     *

Larry B. Bach                           Series C
                                        Preferred    2,500,000                     16.7%

Alvin L. Dahl, Chief Financial Officer  Common       2,495,000(2)                     *

James B. Terrell,  Director             Common       2,350,000(2)                     *

Shane H. Traveller, Director            Common             -0-

All Directors and Officers as a group:

Common Stock                            (5 persons)  4,895,000

<PAGE>

Series B Preferred                      (1 person)   1,200,000

Series C Preferred                      (2 persons)  7,500,000

<FN>

* Less than 1%.

(1) Unless noted otherwise, the address for all persons listed is c/o the
Company at 2700 W. Sahara Blvd, Suite 440, Las Vegas, NV 89102
(2) Percentage of beneficial ownership is based on 437,173,162 shares of common
stock outstanding as of December 31, 2003, and 1,200,000 and 15,000,000 shares
of Series B and Series C preferred stock outstanding, respectively, on December
31, 2003.
(3) Arland D. Dunn is the managing partner of Fredericks Partners. In this
capacity, he has full voting control over the stock.
</FN>
</TABLE>

ITEM 14. CONTROLS AND PROCEDURES.

(a) Within the 90-day period prior to the filing date of this annual report, the
Company's chief executive officer and chief financial officer conducted an
evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934). Based upon this
evaluation, the Company's chief executive officer and chief financial officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them of any material information relating to the Company that is
required to be disclosed by the Company in the reports it files or submits under
the Securities Exchange Act of 1934.

(b) There have not been any significant changes in the Company's internal
controls or in other factors that could significantly affect those controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)
Documents filed as part of this Report:

         1. The following financial statements are incorporated by reference
from the Consolidated Financial Statements, Notes thereto and Reports of
Independent Public Accountants

<PAGE>

         Balance Sheet as of September 30, 2003 and December 31, 2003 and 2002.

         Statement of Operations for the nine months ended September 30, 2003
         and 3 months ended December 31, 2003, and years ended December 31,
         2002, and 2001.

         Statement of Cash Flows for the years ended December 31, 2003, 2002

         Statement of Investments as of December 31, 2003.

         Stockholders' Equity for the Years ended December 31, 2003, 2002, and
         2001

         Notes to Financial Statements.

         Reports of Independent Public Accountants.



          a. The following exhibits are filed herewith or incorporated by
reference as set forth below:

EXHIBIT
NUMBER      DESCRIPTION
--------------------------------------------------------------------------------

1           Articles of Incorporation of First National
            Holding Corporation dated January 28, 1994

2           Certificate of Amendment to Articles of
            Incorporation filed September 19, 1994

3           Certificate of Amendment to Articles of
            Incorporation filed September 29, 1995

4           Articles of Merger filed May 19, 1995

5           Bylaws

8           Trident Technologies Sub-License Agreement
            dated July 31, 1996

9           Limited Exclusive Patent License

10          Agreement between The Regents of the University
            of California and Trident Technologies Corporation

11          License of Dept. of Treasury, Bureau
            Of Alcohol, Tobacco and Firearms

<PAGE>

12          Representation Agreement dated
            May 3, 1999

13          Registry of Radioactive Sealed Sources
            and Devices dated February 20, 1996

14          U.S. Nuclear Regulatory Commission
            Materials License dated October 18, 1996

15          NRC Registration Amendment
            dated August 22, 1997

16          Request to Rescind Confirmatory Order
            dated September 14, 1998


17          Distribution and Agency Agreement
            dated October 15, 1999

18          Radioactive Materials License dated
            October 09, 1999

19          U.S. Bankruptcy Court Order Confirming
            Plan of Reorganization dated February 1,
            1995

23          Purchase Order dated April 3, 2000

24          Subsidiaries of the Registrant

25          MMC Acquisition Agreement

26          PRE 14C filed January 17, 2003

27          DEF 14C filed January 30, 2003

28          S-8 registration statement filed February 20, 2003

29          S-8 registration statement filed June 25, 2003

30          N-54A Election as a BDC filed August 27, 2003

31          1-E Notification of Stock sales filed August 28, 2003

32          2-E Registration Statement filed October 6, 2003

<PAGE>


33          PRE 14C  filed October 8, 2003 to increase Authorized Shares

34          DEF 14C filed October 20, 2003 increasing Authorized Shares

35          1-E Notification of Stock sales filed November 28, 2003

36          SEC EXHIBIT 14 - Code of Ethics

            SEC EXHIBIT 31.1 - Certification of Chief Executive Officer Pursuant
                               to Rule 13a-14(a) and 15d-14(a)

            SEC EXHIBIT 31.2 - Certification of Chief Financial Officer Pursuant
                               to Rule 13a-14(a) and 15d-14(a)

            SEC EXHIBIT 32.1 - Certification of Chief Executive Officer Pursuant
                               to Section 1350 of Title 18 of the U.S. Code

            SEC EXHIBIT 32.2 - Certification of Chief Financial Officer Pursuant
                               to Section 1350 of Title 18 of the U.S. Code

            1- Incorporated by reference to the Form 10-SB filed with the SEC on
               January 27, 2000.
            2- Incorporated by reference to the Form 10-KSB filed with the SEC
               on April 12, 2001.

b) Several Form 8-Ks were issued and submitted to the Securities and Exchange
Commission during the reporting period. These Form 8-K dealt with earnings
projections, Financial releases, resignation and election of directors, removal
of director and election of A replacement, the moving of the corporate offices
and correction of the terms of a reported Transaction.

<PAGE>






                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                                       21st CENTURY TECHNOLOGIES, INC.
                                       ________________________________
                                                 (Registrant)



Date:  March 30, 2004                  By: /s/ ARLAND D. DUNN
                                           _____________________________________
                                           Arland D. Dunn
                                           President and Chief Operating Officer


       March 30, 2004                  By: /s/ ALVIN L. DAHL
                                          ______________________________________
                                          Alvin L. Dahl
                                          Chief Financial Officer