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

                           Form 10-KSB

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

           For the fiscal year ended December 31, 2000

[  ] 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
           incorporation or                   Identification No.)
             organization)


           5050 East Belknap                       76117
           Haltom City,  TX                     (Zip Code)
    (Address of principal executive
               offices)


Issuer's telephone number (817) 838-8011

 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


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 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 11I of this Form 1 O-KSB or any amendment  to
this Form I0-KSB. [X]

State   issuer's  revenues  for  its  most  recent  fiscal  year:
$1,060,698.

The  aggregate  market  value of the voting  common  equity,  81,
756,886 shares (there being no non-votinf common equity) held  by
non-affiliates, computed by reference to the price at  which  the
common  equity was sold on April 9, 2001 (.23 a share)  was  $18,
804,083.78.

The  number of shares issued and outstanding of the issuer's only
class of common equity as of February 23, 2001 was 84,323,586.

               DOCUMENTS INCORPORATED BY REFERENCE
                              None.

   Transitional  Small  Business Disclosure Format  (Check  one):
   Yes _____ No X



                        Table of Contents

                             PART I

Item 1:     Description of Business
Item 2:     Description of Property
Item 3:     Legal Proceedings
Item 4:     Submission of Matters to a Vote of Security Holders

                             PART II

Item 5:     Market for Common Equity and Related Stockholder
Matters
Item 6:     Management's Discussion and Analysis or Plan of
Operation
Item 7:     Financial Statements
Item 8:     Changes In and Disagreements with Accountants


                            PART III

Item 9:     Directors, Executive Officers, Promoters and Control
Persons
                   Compliance with Section 16(a) of the Exchange
Act
Item 10:    Executive Compensation
Item 11:    Security Ownership of Certain Beneficial Owners and
Management
Item 12:    Certain Relationships and Related Transactions
Item 13:    Exhibits and Reports on Form 8-K


                   FORWARD-LOOKING STATEMENTS

With   the  exception  of  historical  information,  the  matters
discussed  in this Annual Report on Form 10-KSB include "forward-
looking  statements" within the meanins of  Section  27A  of  the
Securities Act of 1933, as amended, Section 21E of the Securities
Exchange Act of 1934, as amended, and as that term is defined  in
the  Private Securities Litigation Reform Act of 1995.   Forward-
looking   statements   are  statements  other   than   historical
information  or statememnts of current condition.  some  forward-
looking  statements may be identified by the use  of  thee  terms
"expects,"  "anticipates," "estimates," "believes,"  "plans"  and
words   of  similar  meaaning.   These  forward-lookingstatements
relate   to  the  Company's  business  plans,  programs,  trends,
anticipated  results  of  future operations,  funding  of  future
growth,  acquisition plans and other matters.  In  light  of  the
risks  and  uncertainties inherent in all projected matters,  the
inclusion  of  foreward-looking statements in  this  Form  10-KSB
should not be regarded as a representation by the Company or  any
other  person or entity that any stated objectives or plans would
be  realized.   Revenues, earnings and results of operations  are
difficult  to  forecast  and could differ materially  from  those
projected  in  forward-looking statements.  Actual results  could
differ  from  those  projected in any forward-looking  statements
for,  among  other  reasons, increased competition  from  new  or
existing   competitors,  changes  in  any  applicable  government
regulations, the Company's failure to manage growth and integrate
businesses  acquired or to be acquired, and the Company's  faiure
to  attract or retain key employees.  readers are cautioned notto
place  undue  reliance upon any forward-looking  statements  made
herein,  or incorporated by reference herein, or in any  document
or statement referring to this Form 10-KSB.

                             PART I

Item 1. Description of Business.

(a)  Business development.

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   InnovativeWeaponry,   Inc.   to   21st   Century
Technologies,  Inc.on September 25, 1995. The authorized  capital
of  the Company is 200,000,000 shares of common voting stock  par
value  $.001 per share. The Company has issued 84,323,586  shares
effective  February  23,  2001  and  on  a  fully  diluted  basis
103,323,586 shares.

(b)  Business of issuer.

Subsidiaries, their products and services, and markets.

The  Company  had seven subsidiaries at the end of the  reporting
fiscal year:

1. Innovative Weaponry Inc.

Innovative  Weaponry  is  a  manufacturer  of  tritium   products
available in night sights and other "night seeing" sights in  the
weapons  industry. Both military and private gun owners currently
purchase  tritium based night sights with additional applications
currently under research and development. 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, certain members of  the  United  States
military  (including  two  Navy Seal  Teams  and,  United  States
Customs,  Drug  Enforcement, Fish and Game, and state  and  local
police departments nationwide. Specifically, the Texas Department
of  Public Safety purchased five thousand (5,000) sets of  sights
to equip the patrol officers. Two Navy Seals teams purchased five
hundred  (500) sets of sights to equip the teams' hand guns.  The
United  States Army received one hundred (100) sets of sight  for
testing.  H & K purchased seven thousand (7,000) sets  of  sights
for  resale.  During  the  past several  years  the  company  has
outfitted numerous state and local police departments through out
the  United  States with PT Night Sights on their  officers  hand
guns.

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.  The  Company's
competition  is  (1) Ultimate Weapons Systems selling  under  the
trade  name "Trijicon"; (2) Meprolight; and (3) Trilux.  Each  of
these  companies  is  private and no  public  sales  figures  are
available.  We  have  the smallest market share  of  all  of  our
competitors.

Tritium,  is a radioactive product, which is highly regulated  by
the   U.S.  Nuclear  Regulatory  Commission  ("NRC").  Innovative
Weaponry  is  licensed  with  the  NRC  to  import  "tritium"  in
connection  with the manufacture of its night sights.  Innovative
Weaponry  is  a New Mexico corporation and is 100% owned  by  the
Company.

Innovative   Weaponry  continues  the  business   of   Innovative
Weaponry,  Inc., a New Mexico corporation, which filed a  Chapter
11  bankruptcy plan in the U.S. Bankruptcy Court for the District
of  New Mexico on August 26, 1994. Key to the business is the use
of  the radioactive isotope "tritium" which is luminescent  (i.e.
tritium glows in low and no light environments.)

2. Trident Technologies Inc.

Trident  Technologies Corporation ("Trident"), a manufacturer  of
the  Gripper  (a magnetic climbing device worn on  the  hand  and
feet), the Sea Patch formerly called the Underwater Seal and  the
Pro Mag. Trident is a Nevada corporation and is 100% owned by the
Company. The Sea Patch is a magnetic "cam-on/cam-off" device used
to  seal leaks in the metal hulls of ships with both disaster and
environmental  markets.  1998, Trident redesigned the  Sea  Patch
when  it was introduced at the Ship Repair and Conversion Exhibit
'98 in London, England

The  magnetic technology utilized by Trident is licensed from the
Los Alamos National Laboratory ("Los Alamos National Lab") in Los
Alamos,  New  Mexico.  The  license is set-forth  in  a  "Limited
Exclusive  Patent License Agreement Between The  Regents  of  the
University of California and Trident Tehcnologies Corporation for
Seal  Device  for Ferromagnetic Containers" (Los  Alamos  Control
Number 97-41-00226.)

The  Gripper was invented at the Los Alamos National Lab  at  the
request   of  the  United  States  Department  of  Defense.   The
technology   transfer  from  Los  Alamos  Lab  to   Trident   was
facilitated  through  Trade  Partners  International,  Inc.   The
founder and President of Trade Partners was Dr. Thomas E.  Murphy
who  is  a  recognized national expert in the  field  of  special
operations,  paramilitary, and counter-terrorist  operations  and
activities.   Trident   holds   an   exclusive   worldwide,   all
applications license to commercially exploit the technology.

The  Grippers are "worn" on hands and feet to enable the user  to
climb or traverse any steel surface. It is a lightweight magnetic
device (each Gripper weighs only 1.5 pounds) that attaches to any
ferromagnetic material-iron, steel, or their alloys.  It  fastens
smoothly  to a surface and can be attached or detached with  only
one  hand  or foot. Using a set of Grippers (i.e. two devices  on
the  hands  and  two on the feet) the user can climb  a  vertical
surface,  releasing and repositioning the Grippers as he ascends.
Wearing  Grippers, a person can move up, down, or  sideways  with
relative ease.

The  Gripper  technology is patented in the  United  States  with
potential  applications in such areas such as bridge  inspection,
tank  inspection, underwater welding on ship's hulls,  underwater
inspection  of  off-shore  oil rigs  structural  support  towers,
ship's  hull inspections, coating inspections, emergency  repairs
on ship's hulls, etc.

The  Sea  Patch is also under developmental license from the  Los
Alamos  National  Lab.  The technology is  based  on  a  patented
magnetic-hydraulic 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.
This  technology  poses  a new approach to  resolving  a  problem
having  high public visibility due to the extensive environmental
focus  on  hazardous chemical and oil spillage in the environment
from  pipelines,  storage containers, railroad  cars  and  marine
transport vessels.

This   technology  utilizes  certain  aspects  of  the  "Gripper"
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 waterline.

The  Pro Mag is designed to stop leaks on rail cars, tankers  and
pipeline.   The  Pro Mag can be applied to rounded  surfaces  and
corners, as well as other applications.

Trident  anticipates  that  sales of  its  products  will  be  to
private  industry, including the maritimeand salvage  industries,
as well as governmental entities.

3. Griffon USA, Inc.

Griffon  USA,  Inc. ("Griffon"), is an importer and  licensee  of
Continental Weapons (Pty), Inc., a South African manufacturer  of
a replica 1911 Colt 45 sidearm, rifles and other guns. Griffon is
regulated  by  the U.S. Bureau of Alcohol, Tobacco and  Firearms.
Griffon is a Nevada corporation and is 100% owned by the Company.

4. CQB Armor, Inc.

CQB Armor, Inc. ("CQB Armor"), is a Nevada corporation 100% owned
by the Company. CQB Armor was formed for the purpose of acquiring
a  line  of  soft  and  hard body armor  for  the  military,  law
enforcement,  and  private protection services.  The  acquisition
failed to close due to financial terms and CQB Armor has remained
inactive. The Company has no current plans to activate CQB Armor.

5. Trade Partners International, Inc.

Trade  Partners  International, Inc. ("Trade Partners")  was  not
actively  engaged in any trade or business, acting  solely  as  a
technology   transfer  facilitator  of  the  magnetic  technology
license from the Los Alamos Lab, until October 15, 1999, when  it
entered  into  a  Memorandum Agreement with FinnCo Manufacturing,
LLC,  a privately owned corporation based in South Africa.  Under
the  terms of the distribution agreement, Trade Partners has  the
right  to  distribute  a  mono-ethylene glycol  and  water  based
product used to prevent punctures in tube and tubeless tires (the
"sealant") exclusively in the U.S., Canada, Caribbean, India  and
Mexico for a ten-year initial period subject to extension.  Trade
Partners  is  a  Nevada  corporation and is  100%  owned  by  the
Company.

6.  Hallmark Human Resources, Inc.

Hallmark  was incorporated as a Nevada corporation on October  9,
2000.   It is wholly owned by the Company.  It commenced business
effective  January 1, 2001.  Hallmark was established to  operate
as  a  Professional Employer Organization ("PEO"), more  commonly
known  as  an employee leasing company.  PEO's hire the employees
of  an existing business and then lease the employees back to the
company.   This  relieves the company of much of the  "red  tape"
associated  with  maintaining permanent employees,  and  provides
reduced  administrative expense, workers' compensation  premiiums
and  similar  costs due to the benefits of an economy  of  scale.
Similarly,  employees  are  afforded reduced  costs  for  medical
coverage, child care and other benefits.

Prior  to  Hallmark's creation, the Company and its  subsidiaries
had used the services of another PEO at acost of
approximately  $4000.00 a month. Hallmark has  now  assumed  this
role.   Hallmark  intends to agressively market its  services  to
other employers in the current fiscal year.

7.  Unertl Optical Company, Inc.

Unertl  was  incorporated as a Nevada corporation on  October  9,
2000.   It is wholly owned by the Company.   Unertl has purchased
the  assets  of the former John Unertl Optical Company,  Inc.  of
Mars,  Pennsylvania,  a long time manufacturer  of  high  quality
rifle  scopes and optical equipment.  The purchase price for  the
assets  of the John Unertl Optical Company, Inc. was $250,000.00.
Under  the  Asset  Purchase Agreemdent, it was originally  agreed
that  the  Company  would  also purchase  the  Seller's  building
locatred  in  Mars,  Pennsylvania for an additional  $300,000.00.
The  parties  later  agreed  to  delete  this  portion  of  their
agreement.   Unertl  is known primarily for  its  "Marine  Corps"
scope.   The  John Unertl Optical Company, Inc.  had  received  a
large  number  of  individual requests for this  highly  regarded
scope  over the years which it was unable to fullfill,  since  it
had  ceased  manufacturing new product.  The new  Unertl  Optical
Company, Inc. has contacted many of the individuals who requested
scopes, and plans to build scopes to fill the remaining requests,
utilizing as much as possible the large inventory of Unertl scope
parts  and raw materials that it acquired in the purchase of  the
business. Unertl also intends to seek contracts with the military
and governmental agencies.


Distribution Methods of the Products or Services.

The  Company's  distribution methods vary with  each  subsidiary.
The  Innovative Weaponry, Griffon and Trade Partners subsidiaries
sell  their  products and services through a combination  of  (1)
direct  sales,  (2) sales throuigh distribution agents,  and  (3)
sales   through   manufacturers  and  supply   houses.    It   is
anticipatred   that  Unertl  will  utilize  similar  distribution
methods.  The distribution of Trident products will utilize  both
direct  sales and agency representation, and will be directed  to
the  private  sector, such as the maritime shipping, salvage  and
repair industries, and the governmental sector, both domestic and
foreign.   The nature of a Professional Employer Organization  is
such  thst  Hallmark's  services will  be  provided  directly  to
private employers.

Competitive Business Conditions.

The   Company,   particularly  with  regard  to  its   Innovative
Weaponry,  MMC and Griffon subsidiaries, depends on  the  quality
of  its  products and a discounted pricing strategy in comparison
to  its  competitors.  The risk associated with this strategy  is
that  a  seller  must operate at a lower profit  margin  to  gain
market  share.   The demand for the Innovative Weaponry  line  of
tritium  enhanced gun sights has grown in part due  to  increased
marketing  efforts  as  well  a  expanded  crime  prevention  and
discretionary  equipment funding by both federal  and  state  law
enforcement  agencies.  Although handgun regulation is  a  highly
politicized  issue  subject  to  increased  public   sector   and
governmental  scrutiny, the company does not  believe  that  this
scrutiny  is  directed toward the military  and  law  enforcement
sectors  which have comprised the majority of Innovative Weaponry
sales to date.

Innovative  Weaponry is one of only three U.S. manufacturers  who
use  tritium  gun sights.  Innovative Weaponry is  currently  the
only  importer of tritium from South Africa.  Its two competitors
import  from  either  Swizterland  or  Canada  where  they  enjoy
exclusivity.   The  license to import tritium is  issued  by  the
U.S.   Nuclear  Regulartory  Commission.   This  license  confers
competitive advantate in that any new manufacturer of gun  sights
would  need  to  obtain  regulaory approval  to  import  tritium.
Although it is possible that a new manufacturer could obtain  the
necessary  license  to import tritium in order  to  compete  with
Innovative  Weaponry,  the issuance of the  license  could  delay
market   enrty  thereby  providing  the  Company  with  a  slight
competitive advantage.

PT  Night Sights (TM) represents a narrow market segment for  gun
users  who  desire help in alleviatin the poor level of  accuracy
in   low  light  conditions.   PT  Night  Sights  (TM)  are  sold
primarily   to   the   military,  sportsmen,   law   enforcement,
government  agencies and gun enthusiasts, and there do  not  have
wide appeal to all gun users.

Innovative  Weaponry  ws  the first manufacturer  in  the  United
States  to  introduce the multi-colored 3-dot design for  tritium
enchanced  gun sights.  Innovative Weaponry provides custom  work
(although  it  is  often time consuming and  with  narrow  profit
margins)  for a broad line of guns and offers a 15 year  warranty
on  its  products as a means of providing extra services  to  its
customers.   Its  two  competitors  when  surveyed  offered  only
limited  custom  work  and warranties of  10-12  years  on  their
tritium night sights.

The  magnetic technology utilized by Trident is licensed from Los
Alamos  national Lab and, therefore, competitors  would  have  to
replicate  the  technology in such a manner as  not  to  infringe
upon  the  aforesaid  intellectual  property.   The  market   for
Trident's  products have been relatively untested to  date.   The
future  growth  of Trident will depend on the acceptance  of  its
products.   As the market for Trident's products expands  it  can
be  expected  that competitors will seek to introduce alternative
products.   Trident will seek to differentiate its products  upon
superior design, functionality and customer support.

The  maritime  industry  represents the largest  market  for  the
Gripper  and  Patch.   In  conjunction  with  maritime  insurance
carriers,  dry  dock repair salvage operators,  Trident  will  be
able to offer its technology to the maritime industry.

Trident  has  submitted the Sea Patch to the American  Bureau  of
Shipping  classificiation.  The American Bureau  of  Shipping  is
one  of the world's largest ship classificiation societies.   The
primary  purpose of American Bureau of Shipping is  to  determine
the  structural and mechanical fitness of ships and other  marine
structures  for their intended purpose.  It does this  through  a
procedure  known as classification.  Classification involves  the
establishment  and administration of standards, known  as  Rules,
for  the  design,  construction and  operational  maintenance  of
marine  vessels  and  structures.  As a not-for-profit  and  non-
governmental organization, American Bureau of Shipping acts as  a
self-regulating  agency  to the international  marine  industrym,
with  the mission of promoting the safety of life, property,  and
natural environment.

The    Griffon   subsidiary   faces   strong   competition   from
establishing  handgun  manufacturers who  have  established  name
brand  identity  and a strong following.  Griffon  believes  that
the  suggested retail price of $450 for 1911 Colt 45 replica will
enable  it to penetrate market share since similar equipped  hand
guns  are priced in the range of $600 per gun.  In addition,  the
Griffon 1911 Colt 45 replica will come with the added feature  of
having  affixed  a PT Night Sight (TM) (which is manufactured  by
its  sister  subsidiary, Innovative Weaponry), other  custom  up-
grades  (such  as  gun handle), and an optional  leather  holder.
The  Company believes that all of the custom features  will  help
differentiate  the Griffon's product in the eye of the  consumer.
In  addition, Griffon will beneift from its ability to cross sell
existing  customers  of  Innovative Weaponry  (who  have  already
established themselves as satisfied customers of the Company).

The  Trade Partners subsidiary will face strong competition  from
a  number  established sealant companies.   However,  the  unique
properties of the sealant make it "water friendly" giving  it  an
advantage  over  sealant  that tend  to  clump  when  exposed  to
moisture.  Trade Partners will demonstrate its sealant  at  trade
shows  and seek to penetrate large distribution channels such  as
established  chain stores and outlets.  Trade Partners  enjoys  a
10-year exclusive on the sale of the tire sealant.

Patents,  Trademarks, Licenses, Franchises,  Concession,  Royalty
Payments or Labor Contract

The  Innovative  Weaponry  subsidiary  has  a  license  from  the
Nuclear  Regulatory Commission to import "tritium" a  radioactive
isotope  from  South Africa.  Currently, Innovative  Weaponry  is
importing 100% of its "tritium" from suppliers in South Africa.

The  Trident subsidiary has an exclusive Los Alamos National  Lab
license granted through Trade Partners to use patented and  trade
secret  protected  magnetic techology used in  the  Gripper,  Sea
Patch  and Pro Mag.  The License Agreement was originally  valued
at  $75,000.  Subsequently, it was re-negotiated and the  Company
acquired  all of the common stock of Trade Partners in a  Type  B
reorganization.

Trident,  as sub-licensee, is obligated to pay a royalty  fee  of
8.0%  on income (as defined in the License Agreement) of products
sold  using the patented technology.  Further, Trident is to  pay
an   annual  maintenance  fee  which  will  be  $24,000  for  the
remaining  year so the License Agreement.  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   a   License
Agreement year are equal to exceed the requried maintenance fee.

The  Griffon  subsidiary has an exclusive import license  granted
to  it  by Continental Weapons International (Pty) Ltd. of  South
Africa  who  manufactures the 1911 Colt 45  replica.   The  South
Africa  manufacturer  charges  Griffon  a  flat  rate  on   goods
purchased   based   on  volume  of  sales  and  other   marketing
considerations.  Prices are inclusive of all payments  and  there
is  no  separate  license  or royalty payment  due  on  Griffon's
purchases.

Need   for   Governmental  Approval  of  Principal  Products   or
Services.

The  Company  is  currently regulated by three  agencies  of  the
United  States and by the Department of Health of  the  State  of
Texas  in  connection with its activities involving firearms  and
"tritium",  a  radioactive isotope gas. These  agencies  are  the
Bureau  of Alcohol, Tobacco and Firearms (the "ATF"); the Nuclear
Regulatory  Commission (the "NRC"); the Occupational  Health  and
Safety Administration ("OSHA") and the State of Texas.

The  ATF  regulates the import and sale of firearms by Innovative
Weaponry  and  Griffon.  The  NRC regulates  the  importation  of
"tritium"  and  its use in the manufacture of PT Night  SightsTM.
Each  of  these  agencies  has  respectively  granted  Innovative
Weaponry  and  Griffon  all  necessary permits,  licenses  and/or
grants  of authority to transact business. Substantial rules  and
regulations  control the manner in which Innovative Weaponry  and
Griffon  transacts  business in firearms and Innovative  Weaponry
uses  "tritium". Innovative Weaponry and Griffon are required  to
maintain  required  books and records in  connection  with  their
firearms business and are subject to onsite inspection by these

Both the Innovative Weaponry and MMC subsidiary will continue  to
need  ATF  approval  to  continue to do business  and  Innovative
Weaponry  will also require continued NRC approval.  The  Griffon
subsidiary will continue to need an import license from  the  ATF
in  order  to continue its business.  The grant of these licenses
from   governmental  agencies  is  subject  to   certain   record
requirements,  periodic inspections, and  timely  reporting.   If
Innovative  Weaponry, MMC or Griffon failed to comply with  these
requirements,  it  is  possible that the  responsible  government
agency cold cancel, suspend, or qualify those companies right  to
do business in regulated fields.

Effect   of  Existing  or  Probable  Government  Regulations   on
Business

Currently,  the  existing regulations of the ATF and  NRC  impact
upon  the  Company's  business with  respect  to  the  Innovative
Weaponry  subsidiary and the ATF with respect to the Griffon  and
MMC subsidiaries.

The  Company  believes that there is a push  towards  legislation
mandating  a  type of lock on firearms as a safety  measure.   In
addition, there may be an attempt by both the public and  private
sectors  to hold firearm manufacturers liable for damages  caused
by  a  criminal who while committing a crime using a  firearm  to
cause  harm  or  death.  Class actions in the  asbestors,  breast
implant  and  cigarette industries are examples of this  type  of
litigation.

Class   action   litigation  against  handgun  manufacturers   by
Attorney  Generals of various states, municipalities and  federal
governmental  agencies  has  been  initiated  against  well-known
manufacturers  such as Colt Industries, Inc.  As a  result,  many
hand  gun  manufacturers are being forced to defend  multimillion
dollar   lawsuits  seeking  damages  for  personal  and  property
damages  caused  by  the illegal use of hand guns  by  criminals.
These  class  actions are in the very early stages of  litigation
and  it  is  uncertain whether these actions will go  forward  to
trial.   If  these class actions are not settled their impact  on
gun  manufacturers  and  distributors could  result  in  monetary
judgments   that  could  effectively  bankrupt  these   entities.
Although  the regulation of the ownership of fire arms, including
hand  guns,  is protected by the Bill of Rights of United  States
Constitution,  hand  gun  manufacturers may  be  unsuccessful  in
defending themselves or getting judgments overturned on appeal.

We  distribute handguns through our Griffon subsidiary as opposed
to  being  a manufacturer.  To date, sales of Griffon's  line  of
replica  handguns has been limited to less than 500 Colt 45  1911
replicas.   We are currently evaluating the likelihood of  future
class action litigation and future sales to determine how we will
continue, if at all, in the distribution of the Griffon  line  of
hand  guns.  For  example, we could limit our  sales  to  police,
military and governmental customers.  If we were to stop  selling
the  Griffon line of hand guns entirely, we believe that it would
have  a  minimal  impact upon the Company overall  since  Griffon
sales  accounted for less than ten percent of the Company's total
sales  during  the  most recent fiscal year.   We  are  currently
reviewing our strategy to determine the best course of action.

The  Company  believes  that any such legislation  or  litigation
would have no impact on Innovative Weaponry, MMC or the Company's
other  subsidiaries since they do not manufacture  or  distribute
handguns.   However, IWI is highly regulated in its  importation.
storage,  and  distribution of the radioactive  gaseous  tritium.
Tritium,  as  a  commodity,  is supplied  by  various  countries,
including Canada, Russia, South Africa, and Switzerland.  Tritium
is  a radioactive isotope of hydrogen and is highly regulated  to
prevent  over-exposure  which can  be  dangerous  and  even  life
threatening  to humans.  Tritium emits low energy beta  particles
and  almost no gamma rays transforming itself simultaneously into
helium.  This process is called radioactive decay and proceeds at
an  unalterable  rate  for each type of radioisotope.   The  time
required  for  a  radioactive isotope to decay  is  half  of  its
original strength or to lose half of its activity is called "half-
life".  Tritium  decays  with a half-life  of  12.3  years.   The
conventional  unit of measurement of radioactivity is  the  Curie
(symbol  Ci)  (3.7 x 10 disintegration per second).   The  newer,
S.l.,  Unit  is the Becquerel (symbol Bq)  (1 disintegration  per
second)   .    Ionizing  radiation  is  part   of   our   natural
surroundings.  The natural sources of radiation include: minerals
in  the  earth; radioactive gasses in the air; cosmic  rays  from
outer space and the sun.  All of these sources are referred to as
"natural background" radiation. Some manufactured products,  such
as  building materials and luminous paints, as well as, our  food
and  water,  contain  small quantities of  radioactive  material.
Also, for many years, x-rays have been used for medical purposes.

When a person is exposed to radiation, some of it is absorbed  by
the  body causing ionization of molecules of tissue.  The  amount
of  radiation that is absorbed is measured as a "radiation dose".
Two  units  of  dose  measurement  are  currently  in  use.   The
conventional  unit is the "rem".  The other unit is Sievert  (Sv)
with  1 Sv equal to 100 rems.  In terms of strength, 1 rem and  1
Sv  are relatively large doses of radiation.  It is more usual to
refer  to  millirem (abbreviated as mrem), which represents  one-
thousandth of a rem and a milliSiever or mSv.

In everyday life, we are exposed to different sources of
radiation as follows:

Natural Background         1 to 3.5  msv per year
Medical x-Ray                 0.002  mSv per year
Chest                          0.06  mSv per year
Skull                          0.20  mSv per year
Spinal Column                  1.30  mSv per year
Upper GI                       2.45  mSv per year
Abdomen                        0.55  mSv per year
Barium Enema                   4.05  msv per year
Pelvis                         0.65  mSv per year
Bone Fracture                  0.01  mSv per year
Tritium Encapsulated          0.001  mSv per year or less

The  Company has insurance coverage as follows: $10 million face,
$1 million radioactive liability policy, $1 million per instance,
$1  million  product  liability,  $5  million  gun,  and  general
liability.  The Company does not believe that it  is  subject  to
environmental  or  personal  injury  liability  with  respect  to
exposure to its "tritium" based product used in gaseous  form  to
light  devices (even assuming the destruction of the encapsulated
tritium  in  its  entirety).  Nonetheless, the Company  maintains
strict safety guidelines in the handling, storage and manufacture
of its tritium products.  IWI has passed all of its NRC and State
of Texas tritium audits for each of its years of operation.

Research and Development.

The  Company  currently  has no research and  development  group.
Periodically,  we  make refinements to our  products  on  a  line
production basis.

Number of Employees.

As  of  the  close  of  the  reporting period,  the  Company  had
approximately forty five employees, all of whom were full time.

Item 2. Description of Property.

Fort Worth, TX.

As  of  December 31, 2000, the Company leased 4,000  square  feet
consisting of executive, manufacturing, and storage space at 2513
East  Loop 820 North, Fort Worth, Texas 76118 at a monthly  lease
charge  of  $2,400. As lessee, the Company has  made  substantial
leasehold improvements to the space. The space is divided into an
executive   office  suite;  mail  room;  manufacturing  facility;
tritium  storage  vault; tritium curing and  assembly  line;  raw
materials  storage; and employee cafeteria.  The  cost  of  these
improvements is subject to depreciation expense adjustments  over
the  lease term. At the termination of the lease on December  31,
2000  (subject  to  renewal), the Company will  not  be  able  to
recover  the cost of these improvements. In addition, the Company
owns  certain  manufacturing equipment (drill presses,  grinders,
cutters  and  computer lathes), raw materials for the manufacture
of   product,  product  inventory,  general  business  equipment,
furniture, and related office supplies.

Santa Ana, CA.

As  of  December 31, 2000, the Company leased 3,000  square  feet
consisting  of manufacturing and storage space at 3040  Halladay,
Unit A, Santa Ana, CA 92705. The lease is for five years at $0.63
per  square foot with monthly rent of $1,890 per month. The Santa
Ana  facility produces PT Night Sights and tritium enhanced fiber
optic  sights.  The  facility  is equipped  with  two  Bridgeport
computer  numerical  control  milling  machines;  one  Bridgeport
milling  machine;  one  band saw; one parts  grinder;  one  parts
tumbler, and parts inventory. Currently, the facility employs two
machinists  with employment capacity for six. The  facility  will
operate on three shifts of eight hours each.

Denham Springs, LA.

As  of  December 31, 2000, the Company leased 1,000  square  feet
consisting  of executive office space and storage space  at  1810
South  Range Avenue, Suite 3, Denham Springs, LA 70726. The lease
is  for  six months at $600.00 per month. The office is  equipped
with  Sea  Patch  demonstration equipment including  a  5"xl5'Sea
Patch,  computer, Dillon ED 2000 Dynometer to measure pull force,
a  fluid pressure displacement pump to measure back pressure, and
a  Pace  American  single  axle  enclosed  trailer  for  on  site
demonstrations of the Sea Patch.

Purchase of New Building

As  of  December  31, 2000, the Company was negotiating  for  the
purchase  of  a  larger facility located at  5050  East  Belknap,
Haltom  City,  Texas,  76117.  The property  consists  of  38,512
square  feet  of  office,  warehouse  and  production  facilities
located on 2.38 acres of land.

The  purchase price for the property is $850,152.20.  The Company
originally intended to fund the purchase entirely through an  SBA
loan  through Chase Manhatten Bank.  After the purchase  contract
was  finalized on January 11, 2001, the Company was advised  that
additional approval for the loan was required since it was an SBA
loan.   In  order to avoid delay in closing, the Company obtained
an  interim  loan  to fund the purchase from a private  investor,
eith  the  intent of repaying this loan at such time as  the  SBA
loan  is  closed.  The Company closed on the purchase of the  new
property on February 15, 2001.  As of March 1, 2001, the  Company
has consolidated most of its subsidiaries at the new property and
has   closed  the  IWI  manufacturing  facility  in  Santa   Ana,
California.

Item 3. Legal Proceedings.

The  Company  is  not  a  party  to any  material  pending  legal
proceeding,  other  than  routine litigation  incidental  to  its
business,  and claims fordamages tht do not exced ten percent  of
the Company's current assets.

Further, to the knowledge of management, no director or executive
officer  is  party  to any action in which  he  or  she  has  any
interest adverse to the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

The  Company  submitted no matters to a vote of security  holders
during the period.

                          PART II

Item 5. Market for 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 "TEXN."

Trading  was  temporarily suspended              Trading  on  the
NASDAQ  resumed  effective  April 2, 2001.  The  following  table
represents  the  range  of the high and low  bid  prices  of  the
Company's  stock foreach fiscal quarter for the last  two  fiscal
yearsending december 31, 2000.  Such quotations represent  prices
between  dalers  and  may  not  include  markups,  markdowns,  or
commissions   and   may   not   necessarily   represent    actual
transactions.

     Year           Quarter           High              Low

     1999        First Quarter         .24              .11
                Second Quarter         .17              .10
                 Third Quarter        .165              .08
                Fourth Quarter         .19             .087

     2000        First Quarter        5.343             .14
                Second Quarter         xxx              xxx
                 Third Quarter         xx               xx
                Fourth Quarter         xx               xx

In  the opinion of management the increase in share price in  the
first  quarter of 200 was due to the American Bureau of  Shipping
certification  of the Sea Patch, with the subsequent  decline  in
shae  price  due to the delisting of the company's stock  to  the
"pink sheets."

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

The  authorized capital of the Company is 200,000,000  shares  of
common  voting stock par value $.001 per share. The  Company  has
issued 84,323,586 shares as of  February 23, 2001.

Item   6.  Management's  Discussion  and  Analysis  or  Plan   of
Operation.

During the fiscal year 2000, the Company continued to expand  its
manufacturing capabilities in terms of manpower, line  production
and  machning.   This necessitated an increase in  administration
principally  in  accounting and computer  support.   The  Company
entered  the  year 2000 as the smallest manufacturer  of  tritium
based  night  sights  through its InnovativeWeaponry  subsidiary.
While the Company was building sales of the Sea Patch and Pro Mag
series  through  its  Trident  Technologies,  Inc.  wholly  owned
subsidiary, it was determined to increase its market share of the
night  sight  business  through a combination  of  marketing  and
competitve bidding.  We now believe that Innovative Weaponry  has
become  the  second largest manufacturer of night sights  in  the
country   based   on  our  own  sales  and  O.E.M.  manufacturing
agreements with others.

The Company's fiscal year ended December 31, 2000 with an overall
increase in assets to $2,960,903.  This represents an increase of
almost  a million dollars from 1999 where we posted $1,997.40  in
assets.    Further,  our  property  and  equipment  substantially
increased  in 2000 over 1999.  we made land, building  and  other
improvements  of $278,202 versus $10,000 in 1999.  Machinery  and
other  equipment  acquisitions and improvements totaled  $944,925
versus $382,067 in 1999.  Office furniture and fixtures accounted
for $183,976 in 2000 versus $55,661 in 1999.

Although  we  experienced  revenues  of  $1,060,698  in  2000  in
comparison  to  $889,941  in  1999, our  gross  profit  on  sales
decreased  to $21,627 versus $342,928 in 1999.  This was  due  to
increased  direct  costs of $1,039,071 in 2000 from  $547,013  in
1999.

The  increase  in  operating expenses is  due  to  the  following
factors.  First, we increased our advertising budget from $74,553
in  1999  to  $407,719 in 2000.  This increase gave  us  a  wider
exposure  in  print media (magazine advertising sales  catalogues
and  sales brochures) from the previous year especially iwth  our
PT  Night  Sights.   We  also upgraded our booth  appearance  and
increased  our  booth sizes at trade shows throughout  the  year.
This was important since trade shows represent an opportunity  to
expand  sales  and  networking opportunities  for  the  Company's
product lines.  We also have project the goodwill of the Compaany
in  relation to its competitors who are typically much larger and
more seasoned companies.

Second, we increased our general and administrative expenses from
$540,153  in  1999  to  $1,149,461 in 2000.   This  increase  was
consisted  of  up-grading our computer system, software  programs
and  training, hiring additional office personnel to support  our
accounting and sales departments.

Third, we increased our compensation costs from $462,886 in  1999
to  $948,543  in 2000.  This was attributable to  hiring  27  new
employees and consultants.

On  November  6,  1998, Innovative Weaponry received  a  purchase
order  from  Continental  Weapons Ltd for  32,103  Night  Sights.
Continental was invoiced and a quantity of sights was shipped  to
South  Africa.   The  balance of the order  (approximately  1,000
sights)  has been manufactured and is being held at the Company's
manufacturing facility to be installed on the Griffon replica  of
the  Colt  45  as  the  Company receives them.   The  Company  is
receiving the first 1000 pistols sightless and is invoiced for  a
pistol without sights.  The receivable is decreased by the number
of  sights used when they are installed on the pistols and income
is  credited  for  the  sights installed.  Due  to  Continental's
inability  to  ship the entire 1000 pistol order, the  receivable
was  not  decreased  materially  during  1999.   The  Continental
Weapons  invoice  remained  unpaid  as  of  December  31,   1999;
however,  the  Company  negotiated  an  agreement  to  sell   the
receivable  for the full invoice value.  The sale was consummated
April  1,  2000  to Great Mughal Trade Associates,  Ltd.  (GMTA).
GMTA  purchased  the receivable and the rights  to  31,103  Night
Sights  for  $900,000.00 paying $50,000.00 down and  a  note  for
$850,000.00   payable  $85,000.00  per  month  for   10   months.
$900,000  was removed from Continental's receivable  account  and
was  placed in a note receivable-GMTA account as a current  asset
due  with  in  one  year.   This  is a  non-recourse  transaction
(Griffon has surrendered control and has no obligation to buy the
receivable  back) and has been accounted for as  a  secured  note
rather  than  the  sale of a financial asset under  Statement  of
Financial  Accounting Standards No. 125.  The night sights  which
underlie  the receivable were valued at the original sales  price
to  Continental  for the purpose of the sale of  the  receivable.
The $900,000 sales price represents the balance of the receivable
after subtracting the sale of the 1000 night sights installed  on
the  first  1000  pistols.  GMTA has the right to  repossess  the
sights and resell them to another purchaser should they be unable
to collect from Continental.

 Trident  now offers the Sea Patch Kit as well as the Pro Mag Kit
in an all stainless steel version, an all carbon steel version as
well  as  the  Standard  Aluminum/Stainless  Steel  version.  All
components  are  powder-coated and electro-polished  giving  them
superior  corrosion  resistance as well as cosmetic  appeal.  The
magnets  will  also  come  housed in a brass  "Sheath"  therefore
reducing spark.

The  Pro Mag Kits have been accepted as both classroom and  field
training tools at three of the largest HAZMAT training facilities
in the world. They are: The Louisiana Emergency Response Training
Center in Holden, LA, The Emergency Response Training Program  at
the Transportation Technology Center in Pueblo, CO, and the Texas
Engineering   Extension  Service,  Emergency  Services   Training
Institute  at  Texas A&M, in College Station,  TX.   This  allows
every HAZMAT technician that trains at one of these facilities to
train in an actual leak scenario using the Pro Mag Systems.

The  Trident Response Team successfully stopped an acid  leak  in
the  Mississippi  River for one of the country's  largest  inland
barge companies. The call was made and within minutes of arrival,
the leak was stopped and the situation was under control. The use
of  the Sea Patch allowed the barge to safely travel up-river and
easily off load with no threat to the environment or workers.

Trident  has  entered  into sales agreements  with  Kirby  Inland
Marine,  BASF Germany, Hammond Louisiana Fire Department as  well
as  Rubicon Chemical. They also have verbal agreements  with  the
Louisiana  State  Police, Louisiana Department  of  Environmental
Quality.

Trident  Technologies, Inc. currently has a contract  with  Great
Mughal  Trade Association (GMTA), for 500 Sea Patches. The  first
installment of $200,000.00 on the first 100 Sea Patches has  been
received. The second installment of $200,000.00 is due during the
manufacturing  phase and the third installment of $200,000.00  is
due when the shipment is ready to be shipped.

Innovative Weaponry attended trade shows including the Shot  Show
in Las Vegas (January 2000); Trexpo West (Los Angeles June 2000);
Trexpo  East (Washington, D.C. June 2000); International  Chief's
of  Police  (San Diego October 2000; and the National Wholesalers
Buying Show (October 2000).

Trident  has  established  a  representative  office  in   Denham
Springs,  LA  that  is  in  close  proximity  to  the  gulf  port
facilities  surrounding New Orleans, LA. The  Trident  subsidiary
introduced its product lines at a maritime and salvage trade show
in  London,  England  in the Fall of 1998. Trident  attended  the
Maritime  Ship Repair and Emergency Response Seminar (Washington,
DC  August 1999); the HAZMAT Show (St. Louis, MO April 2000); the
Offshore  Technology Conference (Houston, TX  May  2000).  Norway
show (July 2000). Maua Hawaii Fire Chief Show in November, 2000.

The  Griffon  subsidiary has imported to date 1700 1911  Colt  45
replicas from South Africia.  Attended the Shot Show in Las Vegas
(2000).

Trade  Partners attended the Inter Bike trade show in Las  Vegas,
NV during September 2000.

The CQB Armor subsidiary is inactive.

After  the  close  of  fiscal  year 2000  the  Company  made  two
acquisitions.  In order to evaluate the potential for involvement
in areas unrelated to present operations, the Company in January,
2001  acquired  the stock of 2826 Elm Street, Inc., the  operator
of  a nightclub in the historic Deep Ellum entertainment district
of   Dallas,  Texas. Within  Within  the past fifteen  years  the
Deep Ellum area has evolved from a rundown warehousedistrict into
an  entertainment district of national prominence containing live
music   venues,   restaurants,  condominium  projects   and   art
galleries.  This  acquisition was made in order to  evaluate  the
potential for future investments in this industry with a  minimal
investment  by Company.  Depending upon the results of operations
from  this  venture, the Company may determine to seek additional
projects in the entertainment business or may elect to dispose of
2826 Elm Street, Inc.

In  March,  2001  the  Company acquired the  stock  of  Miniature
Machine Corporation, Inc. {"MMC"}  Like Innovative Weaponry,  MMC
manufactures  and distributes gunsights.  The primary  difference
between  the  products is that Innovative Weaponry markets  fixed
sights with tritium, while MMC's sights are adjustable and do not
use tritium.

The  Company believes that MMC will integrate smoothly  into  its
business  plan and will ultimately provide some economy of  scale
which  could not be achieved if two such operations were operated
separately.

Both  MMC  and 2826 Elm Street, Inc. Will be operated  as  wholly
owned subsidiaries of the Company.

Factors Affecting Liquidity.

The  company  is dependent upon cash on hand, revenues  from  the
sales  of  its  products, and its ability to raise cash  throught
the  sale of its shares.  At present, the Company needs cash  for
monthly  operating  expenses  in excess  of  its  historic  sales
revenues  .   The  company will continue  to  require  additional
capital  funding  until  sales of current products  increase  and
sales  of  products under the Trident and Unertl lines are  fully
established.   The  Company will finance further  growth  through
both  debt and equity offerings, which will further dilute curent
shareholders' interests.

Material Commitments for Capital Expenditures.

Subsequent  to  the  close of the reporting  period  the  Company
closed  on  the purchase of a new facility located at  5050  East
Belknap,  Haltom  City, Texas, 76117.  The property  consists  of
38,512 square feet of office, warehouse and production facilities
located  on  2.38  acres  of land.  The purchase  price  for  the
property  was  $850,152.20.  The Company originally  intended  to
fund  the  purchase  entirely through an SBA loan  through  Chase
Manhatten  Bank.  After the purchase contract was finalized,  the
Company  was  advised that additional approval for the  loan  was
required  since it was an SBA loan.  In order to avoid  delay  in
closing,  the  Company  obtained an  interim  loan  to  fund  the
purchase  from  a private investor, with the intent  of  repaying
this  loan  at such time as the SBA loan is closed.  The  Company
closed on the purchase of the new property on February 15,  2001.
As  of  March 1, 2001, the Company has consolidated most  of  its
subsidiaries  at  the  new  property  and  has  closed  the   IWI
manufacturing facility in Santa Ana, California.

Year 2000

The  Company experienced no problems related to Year 2000 or  Y2K
computer remediation issues.

Results of Operations

The  following table sets forth selected consolidated  statements
of operating data as a percentage of total revenues:

                      Year  Ended December  Year  Ended  December
                      31, 2000              31, 1999
Revenues
                           $1,060,698             $889,941
                              100%                  100%
Cost of Revenues
                           1,039,071               547,013
                              98%                    61%
Gross Profit
                             21,627                342,928
                               2%                    39%
Operating Expense
                           2,699,464              1,207,122
                              254%                  135%
Income  (Loss)  from
operations                (2,677,837)             (864,194)
                              252%                   97%


Item  7.  Financial  Statements.Copies of the  Company's  audited
financial statements for the fiscal year ending December 31, 2000
are attached as Exhibits to this Form 10KSB.
Item  8.  Changes  In  and  Disagreements  With  Accountants   on
Accounting and Financial Disclosure.
Due  to  the retirement of the principal and sale of business  of
our   former  Independent  Accounting  Firm,  Alvin  L.  Dahl   &
Associates,  P.C.,  we have employed Turner, Stone  and  Company,
L.L.P.  as  our  Independent  accounting  firm.   There  were  no
disagreements  with our independent accounting  firm  during  our
last  two  fiscal  years.PART  IIIItem  9.  Directors,  Executive
Officers, Promoters and Control Persons; Compliance With  Section
16(a)  of  the  Exchange  Act.Identification  of  Directors   and
Executive  Officers.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.   Due  to  the
resignation of Douglas N. Spring as a Director of the Company and
as  President  of  Trident  as  of March  5,  2001,  one  vacancy
currently exists on the Board.

Name                        Age     PositionHeld
Kenneth E. Wilson           59      Chief    Executive   Officer,
                                    President
                                    and Chairman of the Board
Patricia G. Wilson          44      Director
David Gregor                46      Director
Fred W. Rausch, Jr.         77      Director


Kenneth  E.Wilson, 59, is the Chairman of the Board of Directors,
Chief Executive Officer and President of the Company.  Mr. Wilson
has acted as a consultant to Innovative Weaponry while it was  in
bankruptcy  in  New Mexico and was instrumental in formulating  a
plan  of  reorganization. Since 1995, Mr. Wilson has acted  as  a
consultant of the Company and its various subsidiaries  until  he
was  elected Chairman in 1998. Prior to joining the Company,  Mr.
Wilson  was  experienced  in mergers and acquisitions,  corporate
finance,  and investment banking. During the five years preceding
his  affiliation  with  the Company, Mr. Wilson  provided  estate
planning,  living trust, annuities and other insurance  programs.
Mr.  Wilson has been instrumental in guiding the Company  through
its  early  development  and  acquisition  of  key  licenses  and
products. In addition, Mr. Wilson has been the chief sales person
on  behalf  of  the  Company negotiating  contracts  and  product
delivery  specification with customers.  Mr. Wilson has  traveled
extensively  for  the  Company in the U.S. England,  Germany  and
South  Africa.Patricia  G.  Wilson, 44,  is  President  of  Trade
Partners and Innovative Weaponry's Safety Officer for the Nuclear
Regulatory  Commission in Washington, D.C. A Texas  native,  Mrs.
Wilson  is  a  graduate  of the University  of  Texas  where  she
received  her  B.A.  with  a  double  major  in  psychology   and
biochemistry.  Mrs. Wilson has over 18 years business  experience
before  joining  the Company in 1994. During 1994  through  1999,
Mrs.  Wilson served as the Company's Chairman and President.David
Gregor, 46, is President of Innovative Weaponry. Mr. Gregor is  a
graduate of Temple University. From 1984 to 1986, Mr. Gregor  was
a  member  of  the  U.S. Navy Seal Team (Number  6).  Mr.  Gregor
received   specialized  training  at  the  Pennsylvania  gunsmith
School;  Remington Armory School; Smith and Wesson Armory School;
Sig   Sauer  Armorer  School;  Heckler  and  Koch  Armory  School
(Germany);  U.S.  Marine Corps Marksmanship Unit (Quantico,  VA);
Depart  of  the  Army Armory Training; Certified Armory  Training
Instructor   for   the   State  of  New  Mexico;   and   attended
cross-training  at  the  Federal Bureau of Investigation  Academy
(Quantico,  VA). Before joining the Company in 1994,  Mr.  Gregor
worked as the chief gunsmith with the U.S. Department of Energy's
Central  Training  Academy  in  Albuquerque,  NM  and  A&P  Arms,
Virginia  Beach,  VA. Fred W. Rausch, Jr., 77,  earned  his  J.D.
Degree  from Washburn University Law School. Mr. Rausch has  over
30  years experience in various legal tenures including  2  years
Assistant Revisor of Kansas Statutes; 7 years Assistant  Attorney
General,  Kansas;  8  years Workers Compensation  Fund  Director,
Kansas;  10 years General Counsel, Kansas Association  of  School
Boards,   and   30  years,  Municipal  Counsel,  various   Kansas
municipalities. Mr. Rausch is admitted to practice law before the
U.S. Supreme Court; U.S. Military Court of Appeals; U.S. Court of
Appeals for the 10th Circuit; U.S. District Court Kansas,  Kansas
Supreme Court, and all other Kansas courts. Mr. Rausch is a  U.S.
Army  Reserve  Colonel having served duty in  World  War  II  and
Korea.
Douglas  N.  Spring,  31,  was  a Director  of  the  Company  and
President  of  Trident during the fiscal year ended December  31,
2000.
Item  10.  Executive Compensation.The following table sets  forth
the  aggregate  compensation paid by  the  Company  for  services
rendered during the periods indicated.Summary Compensation Table
Name and Principal        Year(s)      $Salary      Bonus
Position
Kenneth E. Wilson,        1999-00      $120,000           $0
Chairman, President,
CEO and President
Innovative Weaponry

Patricia G. Wilson        1997-00       $85,000           $0
President Trade
Partners, Nuclear
Safety
Officer and Director

David Gregor              1997-00       $70,000           $0
Secretary-Treasurer,
Master Gunsmith and
Director

Douglas N. Spring         1999-00       $60,000           $0
Former President
of  Trident and
Former Director
(1)   Prior  to  1999 Mr. Wilson was paid no salary.  In  January
1999,  the  Company agreed to pay Mr. Wilson $120,000  per  annum
with payments of $10,000 per month. However, the Company paid Mr.
Wilson  only  $60,000 in 1999 because it did not have  sufficient
revenue  to pay him in full. The 1999 balance due Mr. Wilson  was
waived by him. Since January 2000, the Company has had sufficient
revenues  paying  Mr. Wilson $ 10,000 per month  and  is  current
through May 2000.(2)     Mrs. Wilson's terms as President of  the
Company expired in March 2000. Previously, Mrs. Wilson served  as
the  Company's  President since 1995. Mrs.  Wilson  is  currently
employed  by the Company as both the President of Trade  Partners
and the Nuclear Regulatory Safety Officer for Innovative Weaponry
Inc
(3)     Mr.    Gregor    assumed    the    responsibilities    of
Secretary-Treasurer in March 2000 following  the  resignation  of
Maura  Bartley (who performed those duties since 1998  at  a  per
annum  salary of $65,000). In addition, Mr. Gregor is the  master
gunsmith  in  charge of design, fabrication, and quality  control
works with the Innovative Weaponry and Griffon subsidiaries.  The
salary  of  Mr.  Gregor is $70,000 per annum.(4)      Douglas  N.
Spring  has served as President of Trident since June  1999.  Mr.
Spring     was  elected  to  the  Board  of  Directors  in  March
2000.Compensation  of  DirectorsWe  do  not  have  any   standard
arrangement  for compensation of our directors for  any  services
provided   as   director,   including  services   for   committee
participation or for special assignments.Employment Contracts and
Termination  of  Employment  and  Change-in-Control  Arrangements
through   1999.To  date,  there  are  no  employment   contracts,
compensatory  plans  or arrangements, including  payments  to  be
received  from  the  Company, with respect  to  any  director  or
executive officer of the Company which would in any way result in
payments  to  any such person because of his or her  resignation,
retirement or other termination of employment with the Company or
its  subsidiaries,  any change in control of the  Company,  or  a
change  in  the person's responsibilities following a  change  of
control  of  the Company.Item 11. Security Ownership  of  Certain
Beneficial Owners and Management.The following table sets  forth,
as of March 27, 2000, the beneficial ownership of our outstanding
common  stock  of; (1) each person or group known by  us  to  own
beneficially more than 5% of our outstanding common  stock,  (ii)
each  of our executive officers, (iii) each of our directors  and
(iv)  all executive officers and directors as a group. Beneficial
ownership is determined in accordance with the rules of  the  SEC
and generally includes voting or investment power with respect to
securities. Except as indicated by footnote, the persons named in
the  19.22table below have sole voting power and investment power
with  respect to all shares of common stock shown as beneficially
owned by them. The percentage of beneficial ownership is based on
103,323,586  shares of common stock outstanding as of  March  23,
2001 on a fully diluted basis.

(1)            (2)                  (3)              (4)

Title of Class Name and             Amount and       Percentage of
                                                     Class
Address of     Nature of
               Beneficial           Beneficial
               Owner                Owner
Common         Kenneth E. Wilson    19,857,100       19.22% (note3)
               Patricia Wilson

Common         21st Century
               Technologies         9,000,000        8.71%
               Funding LP

Common         David Gregor         603,600          0.58%

Common         Fred W. Rausch, Jr.  403,500          0.39%

Common         Douglas N. Spring    702,500          0.67%

Common         All       Executive  21,566,700       20.87%
               Officers
               As Group

Footnotes:(1) The Company has authorized one class of common
voting shares.(2) The addresses of all executive officers are at
the Company's headquarters, 5050 East Belknap, Haltom City,
Texas, 76117. The address of 21st Century Technologies Funding
Limited Partnership, a Virginia Limited Partnership (21st Century
Technologies Funding LLC, a Virginia Limited Liability Company,
General Partner) is at 281 Independent Blvd. #205, Virginia Beach
VA, 23462.(3) Mr. Wilson has the right to acquire 19,000,000
shares pursuant to his past employment and consulting agreements
with the Company. The shares have not been issued to him because
of the income tax consequences and the Company's need for
corporate funding principally through the issuance of its shares.
The shares issued to Patricia G. Wilson were in consideration of
her employment with the Company. As husband and wife, the shares
owned by Pat Wilson and those obligated to Mr. Wilson are for SEC
reporting purposes aggregated subject to disposition under Texas
community property laws.In November 1999, the Company granted
21st Century Technology Funding LP and its General Partner (whose
sole principal is Allen Drake), 281 Independence Blvd., Suite
205, Virginia Beach, VA 23462 options for a total of 6,000,000
shares at an exercise price of $0.10 per share. The options have
been exercised in full by 21st Century Technology Funding LP I
with payment of $600,000 receipted by the Company in March
2000.(4) The percentage of class has been calculated on a fully
diluted basis of 103,323,586 shares.Security Ownership of
ManagementThe following table sets forth the share holdings of
the Company's directors and executive officers as of the date
hereof.
      (1)             (2)              (3)              (4)

Title of Class     Name and        Amount and
                    Address          Nature
                                   Percent of
                                      Class
                of   Beneficial  of   Beneficial
                Owner            Owner

Common          Kenneth      E.  19,857,100       19.22%
                Wilson
                And    Patricia
                Wilson

Common          Fred W. Rausch,  403,500          0.39%
                Jr.
                Director

Common          David Gregor     603,600          0.58%
                President of
                Innovative
                Weaponry
                and Director

Common          Douglas      N.  702,500          0.67%
                Spring
                Former
                President    of
                Trident
                and      Former
                Director

                All Executive    21,201,000       20.87%
                Officers     As
                Group

Notes:( 1) The Company has authorized one class of common voting
shares.(2) The addresses of all executive officers are at the
Company's headquarters, 5050 East Belknap, Fort Worth, Texas,
76117.(3) Mr. Wilson has the right to acquire 19,000,000 shares
pursuant to his past employment and consulting agreements with
the Company. The shares have not been issued to him because of
the income tax consequences and the Company's need for corporate
funding principally through the issuance of its shares. The
shares issued to Patricia G. Wilson were in consideration of her
employment with the Company. As husband and wife, the shares
owned by Pat Wilson and those obligated to Mr. Wilson are for SEC
reporting purposes aggregated subject to disposition under Texas
community property laws.The Executive Officers as a group
acquired their respective shares in consideration of their
employment during the period 1995 through March 27, 2000.Mr.
Rausch has been a Director since the Company's inception. His
shares were earned in lieu of compensation.Mr. Gregor was elected
to serve as a Director in February 2000. He has previously served
as a Director during the years 1995 through 1998 and was past
President of Innovative Weaponry.Mr. Spring was employed by the
Company as President of its Trident subsidiary effective July 28,
1999. At the time, Mr. Spring purchased 100,000 shares of the
Company at $0.10 per share. Mr. Spring was paid an annual salary
of $65,000 and a three per cent sales commission on goods sold by
him for Trident (1.5% paid in cash and 1.5% paid in stock). In
addition, at the time of Mr. Spring's employment, the Company
granted him options for the purchase of 600,000 common shares at
$0.10 per share. These options were exercised by Mr. Spring in
March 2000. Options covering 600,000 shares were granted in July
1999 to Douglas N. Spring and Buren Palmer respectively in
connection with their employment with Trident. These options were
exercised in February 2000. Mr. Spring  resigned his positions
with the Company and with Trident effective March 5, 2001. (4)
The percentage of class has been calculated on a fully diluted
basis of 103,323,586 shares as of March 23, 2001.Item 12. Certain
Relationships and Related Transactions.The only transactions
between members of management, nominees to become directors or
executive officers, 5% stockholders, or promoters or persons who
may be deemed to be parents of the Company are:If 19,000,000
shares of common stock are to be issued versus settlement of cash
payment to Kenneth E. Wilson.Under a consulting agreement we were
required to issue 1,000,000 shares of company common stock to Mr.
Wilson and to compensate him at the rate of $10,000.00 per month.
We agreed that if the Company were unable to pay Mr. Wilson in
cash, the Company would issue Mr. Wilson its common stock in an
amount equal to $0.02 per share (which was the share price at the
time the consulting contract was entered into between the Company
and Mr. Wilson). The Company paid Mr. Wilson through December of
1994. In January of 1995, the Company and Mr. Wilson
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 Mr. Wilson the previously
agreed upon fee under the original consulting agreement. The
agreement required Mr. Wilson 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, Mr.
Wilson earned a total of 19,000,000 shares of the Company's
common stock. The agreement required that the stock not be issued
until after the end of the initial term of the agreement, which
was three years. To date, no shares have been issued to Mr.
Wilson at his request because of firstly, the income tax
consequences to him, and secondly, because the on going corporate
financial needs of the Company required the issuance of the
remaining treasury shares. Before any shares are issued to Mr.
Wilson, the Company will provide in advance full public
disclosure to its shareholders.Kenneth E. Wilson and Patricia G.
Wilson are related by marriage. Further, Josh Edward Wilson, who
is the son of Kenneth and Patricia Wilson, is Director of
Marketing for the Company and Executive Vice President of
Innovative Weaponry.Item 13. Exhibits and Reports on Form 8-K.
C O N T E N T S



AUDITOR'S REPORT                                            1

CONSOLIDATED BALANCE SHEETS                                 2-3

CONSOLIDATED STATEMENTS OF OPERATIONS                       4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY             5

CONSOLIDATED STATEMENTS OF CASH FLOWS                       6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                  7-15
Independent Auditor's Report


Board of Directors
21st Century Technologies, Inc.
and Subsidiaries
Fort Worth, Texas

We  have  audited the accompanying consolidated balance sheet  of
21st  Century Technologies, Inc. and subsidiaries as of  December
31,  2000, and the related consolidated statements of operations,
stockholders'  equity, and cash flows for the  year  then  ended.
These consolidated financial statements are the responsibility of
the  Company's management.  Our responsibility is to  express  an
opinion on these consolidated financial statements based  on  our
audit.   The  consolidated financial statements of  21st  Century
Technologies, Inc. and subsidiaries as of December 31,  1999  and
for  the  year  then ended were audited by other  auditors  whose
report  dated March 30, 2000 expressed an unqualified opinion  on
those consolidated financial statements.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  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 audit provides a reasonable basis for our opinion.

In  our  opinion,  the  2000  consolidated  financial  statements
referred  to above present fairly, in all material respects,  the
financial  position  of  21st  Century  Technologies,  Inc.   and
subsidiaries, as of December 31, 2000, and the results  of  their
operations  and  their  cash flows for the  year  then  ended  in
conformity with generally accepted accounting principles.





Turner Stone & Company, L.L.C.
Certified Public Accountants
April 3, 2001
                 21ST CENTURY TECHNOLOGIES, INC.
                        AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 2000 AND 1999




Assets


<TABLE>
<S>                                       <C>          <C>
                                          2000         1999

Current assets:

  Cash                                      $  88,344    $  111,814
  Accounts receivables, trade net of
    allowance for doubtful accounts
    of $900 and $854, respectively            775,221       987,617
  Inventories                                 445,629       349,125
  Prepaid expenses                            120,889             -
  Advances to stockholder                     159,616             -
                                           ----------     ---------
    Total current assets                    1,589,699     1,448,556
                                           ----------     ---------
Property and equipment, at cost, net of
  accumulated depreciation of $457,752
  and $320,289, respectively                  949,351       127,439
                                           ----------     ---------
Other assets:

  Intangible assets, net of accumulated
    amortization of $36,019 and
    $23,358, respectively                     129,193       114,759

  Reorganization value, net of
accumulated
    amortization of $289,437 and
$239,820,
    respectively                              221,866       271,483

    Other assets                               70,794        35,233
                                           ----------     ---------
                                              421,853       421,475
                                           ----------     ---------
                                           $2,960,903    $1.997,470
                                           ==========    ==========
</TABLE>






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

                                2
                 21ST CENTURY TECHNOLOGIES, INC.
                        AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 2000 AND 1999




Liabilities and Stockholders' Equity


<TABLE>
<S>                                         <C>            <C>
                                            2000           1999

Current liabilities:

  Accounts payable, trade                     $  265,542      $  121,355
  Accrued expenses                                50,000         126,405
  Deferred revenue                               225,000               -
  Advances from officer                                -          22,000
  Advances from stockholders                     171,080               -
  Notes payable                                   71,184          73,410
                                              ----------       ---------

    Total current liabilities                    782,806         343,170
                                              ----------       ---------

Commitments and contingencies                          -               -


Stockholders' equity:

  Common stock, $.001 par value,
200,000,000
    shares authorized, 77,987,371 and
50,083,763
    shares issued and outstanding,                77,987          50,083
respectively
  Paid in capital in excess of par             7,537,206       4,420,260
  Stock earned but not issued                    360,000         360,000
  Accumulated deficit                        (5,760,718)     (3,064,715)
  Treasury stock, 149,399 and 147,320
    shares, respectively, at cost             (  33,378)      (  31,628)
  Stock subscriptions receivable               (  3,000)      (  79,700)
                                             -----------     -----------
                                               2,178,097       1,654,300
                                             -----------     -----------
                                              $2,960,903      $1,997,470
                                             ===========     ===========
</TABLE>






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

                                3
                 21ST CENTURY TECHNOLOGIES, INC.
                        AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
             YEARS ENDED DECEMBER 31, 2000 AND 1999




<TABLE>
<S>                                   <C>            <C>
                                      2000           1999


Revenues, net of returns and           $ 1,060,698       $ 889,941
allowances

Cost of revenues                         1,039,071         547,013
                                       -----------     -----------
Gross profit                                21,627         342,928
                                       -----------     -----------
Operating expenses:

  Advertising and selling                  401,719          74,553
  Depreciation and amortization            199,741         129,530
  General and administrative             1,149,461         540,153
  Compensation costs                       948,543         462,886
                                       -----------     -----------
                                         2,699,464       1,207,122
                                       -----------     -----------
Operating loss                         (2,677,837)     (  864,194)

Interest expense                        (  18,166)      (  17,735)
                                       -----------     -----------
Loss before income taxes               (2,696,003)     (  881,929)

Federal and state income taxes                   -               -
                                       -----------     -----------
Net loss                              $(2,696,003)     $( 881,929)
                                      ============     ===========

Loss per share:

  Basic                                 $(    .04)      $(    .02)
  Diluted                               $(    .04)      $(    .02)

</TABLE>







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

                                4

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER  31, 2000 AND 1999


<TABLE>
<S>                         <C>         <C>        <C>         <C>         <C>          <C>          <C>         <C>

                            Common Stock            Paid-In    Stock       Accumulated  Treasury     Stock
                                                               Earned                                Subscrip-
                            Shares      Amount     Capital     Not Issued   Deficit     Stock        tions       Total

Balance at December 31,
1998                        35,023,113   $ 35,023  $ 3,418,856   $ 360,000 $(2,182,786)  $( 30,089)   $( 10,000)  $ 1,591,004

Issuance of common stock                                                                                              916,493
  for cash                  15,060,650     15,060      901,433

Purchase of treasury stock                                                                 (57,200)                  (57,200)

Sale of treasury stock                                  99,971                               55,661                   155,632

Stock subscriptions                                                                                        7,000        7,000
collected

Stock subscriptions                                                                                     (76,700)     (76,700)
received

Net loss                                                                      (881,929)                             (881,929)

Balance at December 1999    50,083,763     50,083    4,420,260     360,000  (3,064,715)    (31,628)     (79,700)    1,654,300

Issuance of common stock
  for cash                  21,870,210     21,870    2,446,988                                                      2,468,858

Issuance of common stock
  for services               5,797,344      5,798      646,589                                                        652,387

Issuance of common stock
  for asset purchases          236,054        236       23,369                                                         23,605

Purchase of treasury stock                                                                  (1,750)                   (1,750)

Stock subscriptions                                                                          76,700                    76,700
collected

Net loss                                                                                (2,696,003)               (2,696,003)
                            ----------  ---------  -----------  ----------  ----------- -----------   ----------  -----------
Balance at December 31,
2000                        77,987,371   $ 77,987  $ 7,537,206   $ 360,000 $(5,760,718)  $( 33,378)    $( 3,000)  $ 2,178,097
                            ==========  =========  ===========  ==========  =========== ===========   ==========  ===========
</TABLE>

     The accompany notes are an integral part of the consolidated financial
                                   statements.



                                        5

                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                   YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<S>                                         <C>             <C>
                                            2000            1999
Cash flows from operating activities:

Net loss                                     $( 2,696,003)       $( 881,929)
                                            --------------     -------------
Adjustments to reconcile net loss to net
cash
  used in operating activities:

    Depreciation                                   137,463            62,841
    Amortization                                    62,278            66,689
    Common stock issued for services               652,387           133,618

Changes in operating assets and
liabilities

    Accounts receivable, trade                     212,396             9,046
    Inventories                                  ( 96,504)        ( 190,149)
    Prepaid expenses                            ( 120,889)                 -
    Other assets                                 ( 35,561)        ( 143,405)
    Accounts payable, trade                        120,187           229,173
    Accrued expenses                             ( 52,405)                 -
     Deferred revenue                              225,000                 -
                                            --------------     -------------
                                                 1,104,352           167,813
                                            --------------     -------------
      Cash used in operating activities        ( 1591,651)        ( 714,116)
                                            --------------     -------------
Cash flows from investing activities:

      Purchase of property and equipment          935,770)                 -
      Purchase of other assets                   ( 27,095)                 -
                                            --------------     -------------
       Cash used in investing activities        ( 962,865)                 -
                                            --------------     -------------
Cash flows from financing activities:

    Advances from officer                       ( 181,616)                 -
     Repayment of notes payable                   ( 2,226)         ( 66,498)
     Purchase of treasury stock                   ( 1,750)          ( 1,539)
     Advances from stockholders                    171,080                 -
     Issuance of common stock                    2,468,858           882,846
     Stock subscriptions received                   76,700                 -
                                            --------------     -------------
      Cash provided by financing                 2,531,046           814,809
activities
                                            --------------     -------------
Net increase (decrease) in cash                  ( 23,470)           100,693

Cash at beginning of period                        111,814            11,121
                                            --------------     -------------
Cash at end of period                             $ 88,344         $ 111,814
                                            ==============     =============
</TABLE>

  The accompanying notes are an integral part of the consolidated financial
                                 statements.
                                      6
                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and operations

21st  Century Technologies, Inc. was incorporated under the laws of the State
of  Delaware on May 15, 1967 as Satcom Corporation.  On November 6, 1991, the
Company changed its name to Hughes Pharmaceutical Corporation.  Subsequent to
1991, the Company changed its name from Hughes Pharmaceutical Corporation  to
First  National  Holding  Corporation (FNHC) Delaware.   The  Company  became
public  in  1985 through a merger with International Fluidics  Control,  Inc.
(formerly  Sensory Systems, Inc., Training With The Pros,  Inc.,  and/or  M-H
Studios,  Inc.).  International Fluidics Control, Inc. successfully completed
a  public  offering  of  its securities in 1969 under  Regulation  A  of  the
Securities Act of 1933.

As  of  December 31, 1985, the Company had liquidated all business operations
and  began the search for a suitable merger or acquisition candidate.   As  a
result of this action, the Board of Directors approved a quasi-reorganization
for  accounting purposes, effective January 1, 1986, whereby all  accumulated
deficits  in  shareholders'  equity were offset  against  additional  paid-in
capital  and  common stock balance sheet accounts to the extent  of  reducing
these accounts to equal the par value of the issued and outstanding shares of
common stock.

During  the  third quarter of 1994, in conjunction with the  execution  of  a
letter  of  intent  to  acquire  Innovative  Weaponry,  Inc.  (a  New  Mexico
corporation),  the Company consummated a plan of merger between  FNHC  Nevada
and FNHC Delaware whereby the Nevada Corporation was the survivor (see below)
and changed its corporate name to Innovative Weaponry, Inc. to better reflect
its future actions and pending relationship with the acquisition target.   On
September  15,  1997, the Board of Directors approved a name change  to  21st
Century Technologies, Inc.

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 stays 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.

The Company's primary line of business is the manufacture and sale of firearm
related  products (Note 10).  Customers are predominantly located  throughout
the United States.






                                      7
                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Principles of consolidation

The  accompanying  consolidated  financial  statements  include  the  general
accounts  of  the  company  and  it's wholly owned  subsidiaries,  Innovative
Weaponry,  Inc., Trident Technologies Corporation, Griffon USA,  Inc.,  Trade
Partners  International, Inc., Unertyl Optical Company, US Optics  Corp.  and
Hallmark,  Inc.,  each of which have fiscal years ending December  31st.  All
material   intercompany  transactions,  accounts  and  balances   have   been
eliminated in the consolidation.

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.

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 years
ended December 31, 2000 and 1999, depreciation expense totaled $137,463 and
$62,841, respectively.  At December 31, 2000 and 1999, property and equipment
was comprised of the following.
                             2000          1999

  Land, building and           $ 278,202        $ 10,000
improvements
  Machinery and equipment        851,832         382,067
  Transportation equipment        93,093               -
  Furniture and fixtures         183,976          55,661
                               1,407,103         447,728
  Less accumulated            ( 457,752)      ( 320,289)
depreciation

                              $  949,351      $ 127,439


Intangible assets

The  Company's intangible assets consist of trademarks, patents  and  license
agreements (Note 5).  These intangible assets are being amortized  using  the
straight-line method over five to forty years.  For the years ended  December
31,  2000  and 1999, amortization expense related to these intangible  assets
totaled $12,661 and $17,072, respectively.

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, 2000 and 1999,  inventories  are
comprised of the following components.
                      2000            1999

Raw materials             $ 122,539        $ 168,740
Finished goods              323,090          180,385
                                  $        $ 349,125
                            445,629

                                      8
                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Impairment of long lived assets

The  Company has adopted Statement of financial Accounting Standards ("SFAS")
No.  121,  "Accounting for the Impairment of Long Lived Assets to Be Disposed
Of."  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.

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.

Revenue recognition

The  Company  extends unsecured credit to its customers from the  retail  and
wholesale  sale  of  its products.  Revenue is recognized when  products  are
shipped.  All products are shipped F.O.B. the Company's facilities.

Deferred  revenues  result from customer payments  made  in  advance  of  the
manufacture of night sights and sea patches.  Revenue will be recognized when
the products are completed and shipped.

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 years ended December 31, 2000
and 1999, advertising expense totaled $113,219 and $18,713, respectively.  At
December 31, 2000 and 1999, prepaid advertising costs totaled $80,889 and $0,
respectively.













                                      9



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


Loss per share

Basic  loss  per share amounts are computed by dividing the net loss  by  the
weighted average number of common stock shares outstanding.  Diluted loss per
share amounts reflect the maximum dilution that would have resulted from  the
issuance  of  common stock earned but not issued (Note 6).  The Company  does
not  have any other convertible securities or debt or any outstanding options
or  warrants  that  could  potentially dilute  the  earnings  of  its  common
stockholders.   Diluted loss per share amounts are computed by  dividing  the
net  loss  by  the weighted average number of common stock shares outstanding
plus the assumed issuance of the common stock earned but not issued.  For the
years  ended  December 31, 2000 and 1999, basic loss per  share  amounts  are
based  on  60,991,987 and 44,096,450 weighted-average number of common  stock
shares  outstanding, respectively.  No effect has been given to  the  assumed
issuance  of  the common stock earned but not issued as the effect  would  be
antidilutive.

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.

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.

2.   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 each of the years  ended
December 31, 2000 and 1999, amortization expense totaled $49,617.


                                     10



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


3.   RISKS AND UNCERTAINTIES

The  Company operates 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.

The  Company's  magnetic and hydraulic-magnetic technologies  (Note  10)  may
require additional modifications to fit specific customer needs.  Demand  for
these  products from governmental and industrial sources is largely estimated
and  while the Company has studied various markets, no assurance can be given
that these products can be successfully marketed.

In  the  future,  these products may be marketed outside the  United  States,
which will subject the Company to foreign currency fluctuation risks.

The  Company's tire sealant import division has not been tested in  the  U.S.
market  and  the  estimated  demand for these  products  may  not  reach  the
Company's expectations.

4.   NOTES PAYABLE

The  Company's  notes payable consist of several installment  and  promissory
notes,  which  bear  interest  at 8.0% to 10%, are  payable  monthly  through
October 2001, are unsecured and contain no restrictions.

5.   COMMITMENTS AND CONTINGENCIES

Leases

The Company conducts its operations from facilities in Ft. Worth, Texas under
a month- to-month sublease arrangement, which can be terminated with a 30 day
written notice.  The Company has purchased a building, which they plan to
occupy in early 2001. The Company also operates their Unertel division in
Pennsylvania, which it leases on a month-to-month basis beginning January 1,
2001. For the years ended December 31, 2000 and 1999, rent expense totaled
$66,788 and $23,079, respectively.

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  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.




                                     11



                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED 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 $24,000.  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.

6.   RELATED PARTY TRANSACTIONS

Officer

During  the  year  ended  December 31, 1999, the  Company  received  advances
totaling $22,000 from the CEO of the Company. The advances were due on demand
as funds were available, non-interest bearing and unsecured.

During  the year ended December 31, 2000, the above advances were repaid  and
the Company made additional advances to the officer totaling $159,616.  These
advances are also due on demand as funds are available, non-interest  bearing
and unsecured.

Stockholders

During  the  year  ended December 31, 2000, the Company received  funds  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 will be issued later in 2001.

Stock based compensation arrangement

In  September  of  1994,  the board of directors entered  into  a  consulting
contract with The Company's current 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.  As of December 31, 2000, the stock has not been issued and  the
shares  will be subject to Rule 144 of the Securities and Exchange Commission
when  issued and will be further subject to a five year "lockup" requirement,
which precludes the CEO from selling said stock for five years from the  date
of issuance.





                                     12



                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED 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.

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 years ended
September 30, 2000 and 1999 is as follows.

                                       2000          1999

   Tax benefits computed at statutory  $( 916,641)    $( 299,856)
rate
  Increase in valuation allowance          904,471        294,776
  Permanent differences                     12,170          5,080

                                               $ -            $ -


As of December 31, 2000 the Company has approximately $5.3 million of net
operating losses available to offset future taxable income.  These carry
forwards expire in years 2008 through 2020.

Significant  components of the Company's deferred tax assets  (benefits)  and
liabilities are summarized below.
                                   2000           1999
Deferred tax assets:
      Net   operating  loss  carry   $ 1,805,643      $ 919,603
forward
    Amortization differences              70,231              -
Less valuation allowance                       (     ( 919,603)
                                      1,824,074)
                                          51,800              -
Deferred tax liabilities:
    Depreciation differences              51,800              -

Net deferred tax assets                      $ -            $ -


8.   OTHER STATEMENT OF CASH FLOWS DISCLOSURES

For the years ended December 31, 2000 and 1999, supplemental disclosure of
cash flow information is as follows:
                                         2000         1999

Cash paid for interest                      $ 18,166     $ 17,735
Cash paid for income taxes                         -            -
Non-cash    investing   and    financing
activities:
    Issuance of common stock in purchase
of
     assets                                 $ 23,605          $ -
Issuance of common stock in exchange for
    services                               $ 652,387          $ -
                                     13
                       21ST CENTURY TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.   FINANCIAL INSTRUMENTS

The Company's financial instruments, which potentially subject it to credit
and other risks, consists of its cash, accounts receivable, 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.  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.

Accounts receivable, trade

The  Company  accounts  receivable  are unsecured  and  represent  sales  not
collected  at  the  end  of  the  year. Management  believes  these  accounts
receivable are fairly stated at estimated net realizable amounts.

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 officer and 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.

10.  BUSINESS SEGMENTS

The  Company currently has five reportable operating segments for  which  its
management reviews financial information and base 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 and (5) importing and distribution of  a
tire  sealant  product.   During  the year  ended  December  31,  2000,  only
operating  segments  (1),  (2),  (3) and (4)  conducted  any  operations  and
reported  revenues and expenses.  Generally, these activities  are  conducted
through separate subsidiary corporations.

During  the  year  ended  December 31, 1999, the majority  of  the  Company's
operating  activities  and assets consisted of its manufacture  and  sale  of
night  sights.   The  other  operating segments  were  not  material  to  the
consolidated   financial  statements.   Accordingly,  no   separate   segment
information  is presented since this information in essence is  contained  in
the accompanying consolidated financial statements.

During  the  years  ended  December 31, 2000 and  1999,  foreign  sales  were
insignificant  and  there  were  no  intercompany  sales  or  expenses.   The
following  table reflects certain information about the Company's  reportable
operating segments for the year ended December 31, 2000.


                                     14



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





11.  YEAR END ADJUSTMENTS

During  the  fourth  quarter of the Company's year ended December  31,  2000,
adjustments  were  made  that  affected  previously  reported  third  quarter
financial information.  The overall effect of the adjustments was to increase
assets  by  $24,471,  increase liabilities by $72,252,  reduce  stockholders'
equity by $155,430 and increase net loss by $203,211.














                                     15
(a)   The following Exhibits are filed as a part of, or incorporated by
reference into, this Form 10-KSB:


Exhibit
Number   Description                                           Location
------   -----------                                           --------
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                                                    *

6        Lease Agreement between 21st Century                      *
           Technologies, Inc. and Landlord

7        Los Alamos Exclusive Patent License                       *
           Agreement dated May 23, 1995 between
           The Regents of the University of California
           and Trade Partners International Incorporated

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

9        Limited Exclusive Patent License                          *
           Agreement between The Regents of the University
           of California and Trident Technologies Corporation

10        Application and Permit for Firearms                      *
           Importation dated November 20, 1998

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

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                 Attached
        Plan of Reorganization dated February 1,
        1995

20     Asset Purchase Agreement dated September                Attached
      7, 2000 regarding purchase of assets of
      John Unertl Optical Company, Inc.

21   Purchase Agreement between 21st Century                   Attached
     Technologies, Inc. and Retired Persons
     Pharmacy of Texas, dated September 25, 2000.

22    Agreement dated April 1, 2000 between                    Attached
     Great Mughal Trade Associates, Ltd.
     and 21st Century Technologies, Inc.

23   Purchase Order dated April 3, 2000                        Attached

24   Subsidiaries of the Registrant                            Attached

* Incorporated by reference to the Form 10-SB filed with the SEC on January
27, 2000.

(b) The Company filed a Form 8K on October 2, 2000 regarding the proposed
acquisition of Bike Doctor, a manufacturer of tire sealant.  No financial
statements were filed in connection with the 8K.

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)

By: /s/ Kenneth Wilson
(Signature and Title)

*Date: April 11, 2001