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


                                   FORM 10-KSB


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

                   For the fiscal year ended December 31, 2002
                   ___________________________________________

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

       For the transition period from _______________________ to _____________


                        Commission file number:000-29209
                                               _________


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


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


        5707 CORSA AVENUE, SUITE 103, WESTLAKE VILLAGE, CALIFORNIA 91362
        ________________________________________________________________
               (Address of principal executive offices) (Zip Code)


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
________________________________________________________________________________
                                (Title of class)


<PAGE>


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing  requirements  for the past 90 days. [X] Yes [ ] No

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

State issuer's  revenues for its most recent fiscal year.
________________________________

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

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

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the  number of shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date. 112,080,802 ISSUED
COMMON  SHARES AS OF April 11, 2003.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                NOT APPLICABLE.

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


<PAGE>


                                     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 Innovative Weaponry, Inc. to 21st Century Technologies,
Inc. on September 25, 1995.

SUBSIDIARIES, THEIR PRODUCTS, SERVICES, AND MARKETS.

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

1. Innovative Weaponry Inc.

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

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


                                  Page 1 of 23


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


2. Trident Technologies, Inc.

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

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

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

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

3. Griffon USA, Inc.

Griffon   USA,   Inc.   ("Griffon"),   was  an  importer  of  .45  caliber


                                  Page 2 of 23


<PAGE>


semi-automatic  pistols from Continental  Weapons (Pty) located in South Africa.
It no longer engages in business of any kind

4. Net Construction, Inc.

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

5. Trade Partners International, Inc.

Trade Partners International, Inc. ("Trade Partners") did not engage in business
activities during the year 2002.

6.  Hallmark Human Resources, Inc.

Hallmark Human Resources,  Inc.  ("Hallmark"),  a wholly owned subsidiary of the
Company,  did not engage in business during the year 2002.

7.  Miniature Machine Corporation, Inc.

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

8.  2628 Elm St., Inc.

On June 20, 2002, the Company sold the assets of its wholly-owned subsidiary,
2628 Elm Street, Inc. to ES, Inc., in consideration of the assumption of all
debt arising from Club operations and purchase by the purchaser in the sum of


                                  Page 3 of 23


<PAGE>


$350,000.00. The company retained the corporate shell, which did not transact
any business subsequent to June 20, 2002.

DISTRIBUTION METHOD OF THE PRODUCTS AND SERVICES.

The Company's distribution methods vary with each subsidiary. The Innovative
Weaponry and Miniature Machine Corporation subsidiaries sell their products and
services through a combination of (1) direct sales, (2) sales through
distribution agents, and (3) sales through manufacturers and supply houses. The
distribution of Trident products utilizes both direct sales and agency
representation, and is directed to both the private sector, such as the maritime
shipping, salvage and repair industries, and the governmental sector, both
domestic and foreign.


COMPETITIVE BUSINESS CONDITIONS.

The Company, particularly with regard to its Innovative Weaponry and Miniature
Machine 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.

Innovative Weaponry is one of only three U.S. manufacturers who produce tritium
gun sights. Innovative Weaponry is currently the only importer of tritium from
South Africa. Its major competitors import from either Switzerland or Canada.
The license to import tritium is issued by the U.S. Nuclear Regulatory
Commission. This license confers competitive advantage in that any new
manufacturer of tritium gun sights would need to obtain regulatory 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 time involved in obtaining such a license could delay market
entry, thereby providing the Company with a slight competitive advantage over a
new entrant into the market.

PT Night Sights (TM) appeals to gun users who desire help in alleviating 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.


                                  Page 4 of 23



<PAGE>


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 with reliance upon superior
design, functionality and customer support. There also exists the possibility
that foreign manufacturers may seek to duplicate Trident's products and
technology and attempt to distribute them in foreign markets, which might
require foreign patent litigation if Trident intends to enforce its patent
rights in these foreign markets.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSION, ROYALTY PAYMENTS OR LABOR
CONTRACTS, AND DURATION.

The Innovative Weaponry subsidiary has a license from the Nuclear Regulatory
Commission to import tritium from South Africa.

NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES.

The Company is currently regulated by three agencies of the United States and by
the Texas Department of Health in connection with its activities involving
firearms and tritium. The federal regulatory agencies are the Nuclear Regulatory
Commission (the "NRC"); and the Occupational Health and Safety Administration
("OSHA") and the Bureau of Alcohol, Tobacco and Firearms ("BATF"), now
integrated into the Department of Homeland Security. The NRC regulates the
importation of tritium and its use in the manufacture of PT Night Sights (TM).

Each of these agencies has granted Innovative Weaponry and all necessary
permits, licenses and/or grants of authority to transact business. Substantial
rules and regulations control the manner in which these subsidiaries transact
business. The Company is required to maintain books and records in connection
with their firearms business and are subject to onsite inspection by these
agencies. Both the Innovative Weaponry and MMC subsidiaries will continue to
need BATF and NRC approval to do business. The grant of these licenses from
governmental agencies is subject to certain record requirements, periodic
inspections, and timely reporting. If these subsidiaries failed to comply with


                                  Page 5 of 23


<PAGE>


these requirements, it is possible that the responsible government agencies
could cancel, suspend, or qualify those companies' rights to do business in
regulated fields.

EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATIONS ON BUSINESS.

We are closely regulated in the importation,  storage,  and
distribution of 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
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 to half of its original strength or to lose half of
its activity is called "half-life" which is 12.3 years for tritium. 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
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


                                  Page 6 of 23


<PAGE>


The Company has insurance coverage as follows: $1,550,000 building, $2,215,000
business personal property, $1MM product aggregate and $2MM general aggregate.
The Company does not believe that it is subject to environmental or personal
injury liability with respect to human exposure to its tritium based products
(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.

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 21
employees, with one being part-time.

ITEM 2. DESCRIPTION OF PROPERTY.

All of the manufacturing endeavors of the Company and it subsidiaries are
conducted out of the Company's facilities 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 Company's
executive offices are located at 5707 Corsa Avenue, Suite 103, Westlake Village,
California, 91362.


                                  Page 7 of 23


<PAGE>


LEGAL PROCEEDINGS.

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


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

Not Applicable.
                                     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 "TFCT." That symbol became effective
after the accomplishment of the recapitalization above described on February 20,
2003. The following table represents the range of the high and low bid prices of
the Company's stock for each fiscal quarter for the last two fiscal years ending
December 31, 2002. Such quotations represent prices between dealers and may not
include markups, markdowns, or commissions and may not necessarily represent
actual transactions.
                                                                As Restated
                                                              ________________
     Year           Quarter              High      Low         High       Low

     2001          First Quarter         1.03      .13        103.00     13.00
                   Second Quarter         .48      .12         48.00     12.00
                   Third Quarter          .11      .02         11.00      2.00
                   Fourth Quarter         .05      .02          5.00      2.00

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


                                  Page 8 of 23


<PAGE>


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

As of December 31, 2002 the authorized capital of the company is 200,000,000
shares of common voting stock par value $.001 per share. The Company has
outstanding 199,927,145 shares of stock.

Prior to restating for the 100:1 reverse stock split which was effective
February 20, 2003, the Company had issued an outstanding capital of 132,811,192
shares of $.001 par value common voting stock and 67,115,953 preferred warrants
outstanding at December 31, 2002.

After the recapitalization effective February 20, 2003, there are 300,000,000
shares of $.001 par value common stock authorized with 86,744,065 issued and
outstanding.

There are 50,000,000 shares of $.001 par value preferred stock authorized with
1,200,000 shares issued and outstanding.

ITEM   6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN   OF OPERATION.

During the fiscal year 2002, new management assumed the reins of the Company on
May 1, 2002. It immediately set about to increase efficiencies, reduce overhead
and turn the Company from large losses to break-even or profitability. Overhead
was substantially reduced by reducing the number of employees, simplifying
systems and careful cost control.

On the sales side, the Company's primary focus was on building recognition and
sales of the Sea Patch and ProMag series through its Trident Technologies, Inc.
wholly owned subsidiary, increasing its market share of the Innovative Weaponry
night sight business through a combination of marketing and competitive bidding.

Trident now offers the SeaPatch Kit as well as the ProMag 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 or Teflon coated
giving them superior corrosion resistance as well as cosmetic appeal. The
magnets are covered with a high-tech aerospace-developed coating which prevents
sparking, is resistant to corrosion and is chemically inert, making it resistant
to damage from exposure to powerful reactive chemicals, reducing the potential
for electrical spark, making SeaPatch and ProMag even more useful in flammable
and chemical HAZMAT situations or combinations thereof.

ProMag Kits have been accepted as both classroom and field training tools at
three of the largest HAZMAT training facilities in the world: The Louisiana
Emergency Response Training Center in Holden, LA, The Emergency Response
Training Program at the Transportation Technology Center in Pueblo, CO, and the


                                  Page 9 of 23


<PAGE>


Texas Engineering Extension Service, Emergency Services Training Institute at
Texas A&M, in College Station, TX. Every HAZMAT technician that trains at one of
these facilities now has the opportunity to train in an actual leak scenario
using the ProMag Systems. Trident continues to try to establish name recognition
of its products by conducting demonstrations for fire fighting and HAZMAT
personnel and attending trade shows..

FACTORS AFFECTING LIQUIDITY.

The Company is dependent upon cash on hand, revenues from the sales of its
products, and its ability to raise cash through 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
Trident is fully established. The Company intends to finance further growth
through both debt and equity offerings, which will further dilute current
shareholders' interests.

ITEM 7. FINANCIAL STATEMENTS.

Our consolidated financial statements and the independent auditors' report
appear on pages F-1 through F-19 of this report.

Revenues, after the restatement for discontinued operations, in 2002 were
$1,262,393, a decrease from $1,714,941 in 2001. Innovative Weaponry, Inc. and
the sale of night sights accounted for the majority of revenue at $944,669 in
2002 compared with $1,607,660 in 2001. Trident Technologies sales increased from
$158,119 in 2002 compard to $53,323 in 2001. The gross profit margin on all
products produced by the company improved significantly, due to management's
efforts to control costs and eliminate inefficiencies, from 46% in 2002 compared
with 35% in 2001.

The Company experienced a loss of $1,930,845 in 2002, which was a significant
decrease from the loss of $5,766,572 in 2001. Major items contributing to the
loss in 2002 include the write-off of reserving of certain accounts receivable,
notes receivable, inventories and licenses in the amount of $582,943 dating from
fiscal 2001 and years previous which may be uncollectable or unuseable, as well
as significant costs related to the recapitalization of the company.



                                 Page 10 of 23


<PAGE>


21st Century Technologies, Inc. ended the year 2002 with $2,534,637 in total
assets with $768,171 in current assets. Property and equipment is $1,202,265. At
year-end 2002, total liabilities were $1,984,410 and the equity position of
21st is $547,069.

Managements plans regarding continued operation include the possibility of
raising additional equity capital via the sale of stock which can now be
accomplished due to the recapitalization. Management is also attempting to sell
the building and property located in Haltom City, TX in order to liquidate debt
and raise additional capital. Aggressive sales efforts will likely increase
sales of product in the coming year.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There were no disagreements with our independent accounting firm during our last
two fiscal years.

                                    PART III

ITEM 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. Kenneth E. Wilson resigned as a
Chairman of the Board, Chief Executive Officer and President of the Company on
May 1, 2002. At the same time, David Gregor resigned as Secretary of the
Company. Arland D. Dunn was appointed to be Chairman of the Board, CEO and
President of the Company on May 1, 2002. On that date, Larry B. Bach was
appointed as Secretary of the Company. Mr. Dunn became President and Director of
all of the Company's then-existing subsidiaries. Kevin Romney was appointed
General Manager on May 20, 2002. James Mydlach and Richard Grob resigned as
directors of the Company on July 25, 2002. Larry B. Bach and Kevin Romney were
elected to the Board of Directors of the Company on August 20, 2003. Scott
Sheppard resigned as COO on September 16, 2002.


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<PAGE>


  Name                  Age                  Position Held

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

Larry B. Bach            65     Secretary and Director

David Gregor             47     Director

Fred W. Rausch, Jr.      78     Director

Kevin Romney             42     Director (and General Manager, which is not an
                                executive officer Position with the Company

Arland D. Dunn, President, CEO and Chairman of the Board
Thousand Oaks, California

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

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

The creation of Traditional Industries, Inc. by Mr. Dunn in the late 1970's led
to a most successful organization, boosted by new methods of consumer financing
designed by Mr. Dunn. Independent direct sales organizations represented
Traditional, aggressively promoting goods and services paid for by consumer
installment contracts. Traditional not only sold in its own account, but also
bought and sold consumer installment debt paper from other sources, creating a
less-then-prime financial network engaged in the buying, selling and trading of
consumer installment debt. Revenues went from $0 to $200,000,000 per annum.
Traditional was named by Forbes as one of the best managed small businesses in
America.

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


                                 Page 12 of 23


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

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

Larry B. Bach, Director and Secretary of the Company

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

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

David Gregor, Director

Mr. Gregor attended 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); Department of the
Army Armory Training; Certified Armory Training Instructor for the State of New


                                 Page 13 of 23


<PAGE>


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., Director

Mr. Rausch 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.

Kevin D. Romney, CPA, Director (and General Manager)

Mr. Romney has been serving the Company as director since August 20, 2002 and
General Manager since May 20, 2002. In 1987, Mr. Romney founded The Romney
Group, a telemarketing company specializing in the sale of financial products,
surveys, subscriptions, lead generation, political calling etc. Clients include
Chase, Discover, First USA, Greyhound, NRA, Phillip Morris, Investors Business
Daily, American Remodeling, Republican and Democratic candidates. At inception,
the company's main product was finding locations for vending machines owned by
individual investors. In 1995, The Romney Group expanded to include other types
of telemarketing. Explosive growth of 60-70% per year led to recognition of The
Romney Group as one of the 15 fastest growing telemarketing companies of its
size by Telemarketing Magazine for several years in a row, growing to revenue in
excess of $3 million per year. Prior to the founding of The Romney Group, Mr.
Romney was an auditor for Ernst & Whinney, a Big Eight CPA firm.

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

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated.


                                 Page 14 of 23


<PAGE>

<TABLE>
<CAPTION>


                           Summary Compensation Table

                                                                Annual
Name and Principal Position                      Year(s)        Salary       Bonus
___________________________                      _______        ______       _____
<S>                                              <C>            <C>             <C>

Arland D. Dunn                                   May 2002       $150,000        $0
CEO and President

Kenneth E. Wilson, Former                        1999 -         $120,000        $0
Chairman, CEO and President                      April 2002

Larry B. Bach, Director and Secretary            May 2002        $50,000        $0

David Gregor, Director and Former                1997-           $70,000        $0
President Of IWI, Inc.                           Sept. 2002

Kevin Romney, Director (and General Manager)     May 2002       $104,000        $0

Alvin L. Dahl                                    2002            $54,000        $0
Chief Financial Officer

</TABLE>

COMPENSATION OF  DIRECTORS.

The Company does 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 2002

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The following table sets forth information as of December 31, 2002,


                                 Page 15 of 23


<PAGE>


regarding the beneficial ownership of our common stock, Preferred Warrants, and
the Note (i) by each person or group known by our management to own more than 5%
of the outstanding shares of each such class, (ii) by each director, the chief
executive officer and each of the other four executive officers that were paid
more than $100,000 during the last fiscal year, and (iii) by all directors and
executive officers as a group. Unless otherwise noted, each person has sole
voting and investment power over the shares indicated below, subject to
applicable community property laws.

     Except as otherwise stated, the mailing address for each person identified
below is 5050 East Belknap, Haltom City, Texas 76117.

<TABLE>
<CAPTION>

                                                          Before          Shares Beneficially
               Name                       Class      Recapitalization          Owned (1)
_____________________________________     ______     ________________     ___________________
<S>                                       <C>         <C>                       <C>

Fredricks Partners
5707 Corsa, Suite 107
Westlake Village, CA 913652               Common      12,000,000(2)                6%


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

Larry B. Bach, Secretary & Director       Common          50,000(3)               *

Alvin L. Dahl, Chief Financial Officer    Common       2,495,000(3)              1.5%

Fred Rausch, Director                     Common         401,000(3)               *

David Gregor, Director                    Common         600,000(3)               *

All Directors and Officers as a group
     (5 Persons)                          Common       3,546,000                 1.8%


                                 Page 16 of 23


<PAGE>


<FN>

__________________

* Less than 1%.

(1)  Percentage of beneficial ownership is based on 199,927,145 shares of common
     stock outstanding as of December 31, 2002. In computing an individual's
     beneficial ownership, the number of shares of common stock subject to
     options held by that individual that are exercisable as of or within 60
     days of January 27, 2003, are deemed outstanding. Such shares, however, are
     not deemed outstanding for the purpose of computing the beneficial
     ownership of any other person.

(2)  Issuable upon conversion of a $200,000 promissory note and the conversion
     of the Series A Convertible Preferred Stock.

(3)  Issuable upon exercise of warrants.

(4)  The Company has authorized one class of common voting shares.

(5)  The addresses of all executive officers are at the Company's headquarters,
     5707 Corsa Avenue, Suite 103, Westlake Village, California, 91362 or at the
     manufacturing facility at 5050 East Belknap, Haltom City, Texas, 76117.

(6)  The percentage of class has been calculated on a fully diluted basis of
     199,927,145 shares.

</FN>
</TABLE>


                                 Page 17 of 23


<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Fredericks Partners, a California general partnership, exercised its option to
convert $200,000.00 in debt owed it by 21st Century Technologies, Inc. into
1,200,000 shares of Series A and B Preferred Stock of the Company.

Fredericks Partners, Arland D. Dunn, Managing Partner, consists of Mr. Dunn,
President, Chairman and CEO of the Company, Larry B. Bach, Director and
Secretary of the Company, Drew Dunn of Palmdale, California, Citywide Funding,
Inc. and Fredericks, Van Horn and Serio, Inc.

The preferred stock acquired by Fredericks Partners gives that entity
600,000,000 shareholder votes.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

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           1

2           Certificate of Amendment to Articles of
            Incorporation filed September 19, 1994               1

3           Certificate of Amendment to Articles of
            Incorporation filed September 29, 1995               1

4           Articles of Merger filed May 19, 1995                1

5           Bylaws                                               1

8           Trident Technologies Sub-License Agreement           1
            dated July 31, 1996

9           Limited Exclusive Patent License                     1
            Agreement between The Regents of the University
            of California and Trident Technologies Corporation


                                 Page 18 of 23


<PAGE>


11          License of Dept. of Treasury, Bureau                 1
            Of Alcohol, Tobacco and Firearms

12          Representation Agreement dated                       1
            May 3, 1999

13          Registry of Radioactive Sealed Sources               1
            and Devices dated February 20, 1996

14          U.S. Nuclear Regulatory Commission                   1
            Materials License dated October 18, 1996

15          NRC Registration Amendment                           1
            dated August 22, 1997

16          Request to Rescind Confirmatory Order                1
            dated September 14, 1998


17          Distribution and Agency Agreement                    1
            dated October 15, 1999

18          Radioactive Materials License dated                  1
            October 09, 1999

19          U.S. Bankruptcy Court Order Confirming               2
            Plan of Reorganization dated February 1,
            1995

23          Purchase Order dated April 3, 2000                   2


                                 Page 19 of 23


<PAGE>


24          Subsidiaries of the Registrant                       2

99.1        Certification - CEO

99.2        Certification - CFO

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

25          MMC Acquisition Agreement

b) Several Form 8-Ks were issued and submitted to the Securities and Exchange
Commission during the reporting period. August 7, 2002 a Form 8-K was submitted
reporting the resignation of Jim Mydlach as a Director and Vice-Chairman of the
board and Richard Grob's resignation as a Director of the board. A Form 8-K was
submitted on August 9, 2002 announced the resignation of Duane Cocheneur as a
Director of the board. August 15, 2002, a form 8-K was submitted to the
Securities and Exchange Commission regarding the change in management that
occurred on May 1, 2002. A form 8-K issued on August 20, 2002 announced that
Larry Bach and Kevin Romney were named as Directors to the Board. September 16,
2002 a form 8-K announced the resignation of Scott Sheppard as the COO of 21st
Century Technologies, Inc. A form 8-K issued on October 23, 2002 announced that
the Fredericks Partners exercised its option to convert $200,000 in debt to
stock.

                                    PART F/S

Furnish the information required by ITEM 310(A) OF REGULATION S-B.


                                 Page 20 of 23


<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.

                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                       AND

                          INDEPENDENT AUDITORS' REPORT

                     YEARS ENDED DECEMBER 31, 2002 AND 2001









<PAGE>


                                 C O N T E N T S



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

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY............................F-5-6

CONSOLIDATED STATEMENTS OF CASH FLOWS........................................F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................F-8-19









<PAGE>


                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying consolidated balance sheets of 21st Century
Technologies, Inc. and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the 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, 2002 and 2001, and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered continued operating
losses and has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Certified Public Accountants
April 11, 2003


<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


                                                       2002           2001
                                                    __________     __________

                                     ASSETS

Current assets:

     Cash                                           $        -     $    7,221
     Accounts receivables, trade net of
        allowance for doubtful accounts
        of $290,591 and $6,500, respectively           143,424       385,905
     Inventories                                       501,706        863,004
     Prepaid expenses                                   10,450         25,093
     Advances to stockholders, net of allowance
         for uncollectible amounts of $55,728
         and $0, respectively                          112,591        204,562
                                                    __________     __________

         Total current assets                          768,171      1,485,785
                                                    __________     __________

Property and equipment, at cost, net of
     accumulated depreciation of $716,457
     and $727,192, respectively                      1,202,265      1,768,445
                                                    __________     __________

Other assets:

     Intangible assets, net of accumulated
         amortization of $40,218 and
         $69,994, respectively                         368,188        476,203

     Goodwill                                           43,256         43,256

     Reorganization value, net of accumulated
         amortization of $384,539 and $334,921,
         respectively                                  126,764        176,382

     Other assets                                       25,993         31,834
                                                    __________     __________

                                                       564,201        727,675
                                                    __________     __________

                                                    $2,534,637     $3,981,905
                                                    ==========     ==========


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

                                        F-2


<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


                                                        2002           2001
                                                    ____________   ____________

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable, trade                        $    908,621   $    876,461
     Accrued expenses                                     47,524        165,556
     Advances from stockholders                          577,180        100,100
     Notes payable                                       251,085        425,135
     Convertible promissory note payable                 200,000              -
                                                    ____________   ____________

         Total current liabilities                     1,984,410      1,567,252
                                                    ____________   ____________

Commitments and contingencies                                  -              -

Minority interest                                          3,158          3,158

Stockholders' equity:

     Preferred stock, $.001 par value, 50,000,000
        shares authorized, no shares issued or
        outstanding, no rights or privileges
        designated                                             -              -
     Common stock, $.001 par value, 300,000,000
        shares authorized, 1,999,271 and 1,630,635
        shares issued and 1,999,271 and 1,629,899
        shares outstanding, respectively                   1,999          1,631
     Paid in capital in excess of par                 14,003,205     13,596,598
     Stock earned but not issued                               -        360,000
     Accumulated deficit                             (13,458,135)   (11,527,290)
     Treasury stock, 0 and 736
        shares, respectively, at cost                          -        (16,444)
     Stock subscriptions receivable                            -         (3,000)
                                                    ____________   ____________

                                                         547,069      2,411,495
                                                    ____________   ____________

                                                    $  2,534,637   $  3,981,905
                                                    ============   ============


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

                                       F-3


<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                        2002           2001
                                                     ___________    ___________

Revenues, net of returns and allowances               $1,262,393    $ 1,714,941

Cost of revenues                                         677,265      1,106,617
                                                     ___________    ___________

Gross profit                                             585,128        608,324
                                                     ___________    ___________

Operating expenses:
     Advertising and selling                              87,604        151,956
     Depreciation and amortization                       270,852        277,783
     General and administrative                        2,029,321      5,079,250
     Loss on disposal of assets                          179,127        242,634
                                                     ___________    ___________
                                                       2,566,904      5,751,623
                                                     ___________    ___________

Operating loss                                        (1,981,776)    (5,143,299)

Interest income                                           12,507          6,218
Interest expense                                         (69,553)       (52,429)
                                                     ___________    ___________

Loss before income taxes                              (2,038,822)    (5,189,510)

Provision for income taxes                                     -              -
                                                     ___________    ___________

Loss from continuing operations                       (2,038,822)    (5,189,510)

Discontinued operations:
     Income (loss) from discontinued ELM,
        including  gain on disposal, net of
        applicable income taxes of $0                    188,744       (299,528)
     Income (loss) from discontinued TPI
        net of applicable income taxes of $0            (144,744)       (99,725)
     Income (loss) from discontinued NCI
        net of applicable income taxes on $0              63,977       (177,809)
                                                     ___________    ___________

Net loss                                             $(1,930,845)   $(5,766,572)
                                                     ===========    ===========

Loss per share:
     Basic:
        Loss from continuing operations                   $(1.09)   $     (4.55)
        Income (loss) from discontinued operations           .06           (.51)
                                                     ___________    ___________
         Net loss                                         $(1.03)   $     (5.06)
                                                     ===========    ===========
     Diluted:
        Loss from continuing operations                   $(1.09)   $     (4.55)
        Income (loss) from discontinued operations           .06           (.51)
                                                     ___________    ___________
         Net loss                                         $(1.03)   $     (5.06)
                                                     ===========    ===========

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

                                       F-4


<PAGE>

<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                                     Stock
                                     Common Stock      Paid-In       Earned     Accumulated   Treasury       Stock
                                   Shares    Amount    Capital     Not Issued     Deficit      Stock     Subscriptions     Total
                                 _________   ______   __________   __________   ___________   ________   _____________   __________
<S>                                <C>          <C>    <C>          <C>          <C>           <C>          <C>           <C>

Balance at December 31, 2000       779,874      781    7,614,412    360,000      (5,760,718)   (33,378)     (3,000)       2,178,097

Issuance of common stock for
   cash                            364,193      364    2,142,460                                                          2,142,824

Issuance of common stock for
   services                        329,461      329    2,493,591                                                          2,493,920

Issuance of common stock to
   repay note payable and
   accrued interest                 35,000       35      769,111                                                            769,146

Issuance of common stock to
   repay stockholder advances       17,107       17      171,063                                                            171,080

Issuance of common stock for
   patent                          100,000      100      219,900                                                            220,000

Issuance of common stock for
   purchase of MMC                   5,000        5      202,995                                                            203,000

Cancellation of treasury stock                           (16,934)                               16,934                            -

Net loss                                                                         (5,766,572)                             (5,766,572)
                                 _________   ______   __________   __________   ___________   ________   _____________   __________

Balance at December 31, 2001     1,630,635    1,631   13,596,598    360,000     (11,527,290)   (16,444)     (3,000)       2,411,495


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

</TABLE>


                                        F-5


<PAGE>

<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                                     Stock
                                     Common Stock      Paid-In       Earned     Accumulated   Treasury       Stock
                                   Shares    Amount    Capital     Not Issued     Deficit      Stock     Subscriptions    Total
                                 _________   ______   __________   __________   ___________   ________   _____________  __________
<S>                                <C>          <C>    <C>          <C>          <C>           <C>          <C>          <C>

Balance at December 2001
(continued)                      1,630,635  $ 1,631  $13,596,598   $360,000    $(11,527,290)  $(16,444)    $(3,000)     $2,411,495

Issuance of common stock for
   cash                            166,136      166       28,753                                                            28,919

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

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


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

Reissuance of the above shares
   in exchange for services                                                                    350,000                     350,000

Cancellation of treasury stock                           (16,444)                               16,444                           -

Expired stock purchase
   subscriptions                                          (3,000)                                            3,000               -

Net loss                                                                         (1,930,845)                            (1,930,845)
                                 _________   ______   __________   __________   ___________   ________   _____________  __________

Balance at December 31, 2002     1,999,271   $1,999  $14,003,205   $      -    $(13,458,135)  $      -   $       -        $547,069
                                 =========   ======  ===========   ========    ============   ========   =============  ==========


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

</TABLE>


                                        F-6


<PAGE>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                        2002           2001
                                                     ___________    ___________
Cash flows from operating activities:

Net loss                                             $(1,930,845)   $(5,766,572)
                                                     ___________    ___________

Adjustments to reconcile net loss to net cash
  used in operating activities:
        Depreciation                                     195,904        294,929
        Amortization                                      83,657         79,459
        Common stock issued for services                 387,500      2,493,920
        Loss on asset abandonment                         49,160        240,192
        Gain on sale of assets                           382,539              -
        Provision for bad debts                          (58,688)         5,600
Changes in operating assets and liabilities:
        Accounts receivable, trade                       (2,652)       400,216
        Inventories                                      260,067       (284,551)
        Prepaid expenses                                  15,025         95,796
        Other assets                                       1,293         38,960
        Accounts payable, trade                          108,120        589,039
        Accrued expenses                                (118,032)       144,702
        Deferred revenue                                       -       (225,000)
                                                     ___________    ___________

                                                       1,303,893      3,873,262
                                                     ___________    ___________

            Cash used in operating activities          (626,952)     (1,893,310)
                                                     ___________    ___________

Cash flows from investing activities:
         Proceeds from asset disposals                    11,101              -
         Cash acquired in MMC acquisition                      -          6,065
         Purchase of property and equipment              (16,842)    (1,320,014)
         Advances to stockholder                          (6,477)       (55,763)
         Repayment of stockholder advances                     -         10,871
                                                     ___________    ___________

            Cash used in investing activities            (12,218)    (1,358,895)
                                                     ___________    ___________

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

            Cash provided by financing activities        631,949      3,171,082
                                                     ___________    ___________

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

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

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

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

                                       F-7


<PAGE>


                         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)
(IWI-NM),  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.(IWI-NV)  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 stayed while
the Debtor continues business operations as Debtor-in-Possession.  On August 19,
1994,  IWI-NV (now 21st Century  Technologies,  Inc.) and IWI-NM  entered into a
letter of intent whereby IWI-NV would use its  unregistered,  restricted  common
stock  and cash to  satisfy  certain  obligations  of IWI-NM  in  settlement  of
IWI-NM's  bankruptcy  action (Note 2). On February 1, 1995, the U.S.  Bankruptcy
Court  of  the  District  of  New  Mexico   confirmed   the  IWI-NM's   plan  of
reorganization. The plan became effective 30 days after its confirmation. IWI-NM
became a wholly owned subsidiary of Innovative Weaponry, Inc. (IWI-NV) (formerly
First  National  Holding  Corporation)  (FNHC Nevada) (now known as 21st Century
Technologies, Inc.), a publicly owned company.

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.


                                       F-8


<PAGE>


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

BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY

The consolidated financial statements of the Company have been prepared assuming
that the Company  will  continue as a going  concern.  However,  the Company has
suffered  continued  operating  losses,  it has a net working capital deficit of
$1,216,239 and it has  substantially  no cash. These  conditions,  among others,
give rise to  substantial  doubt  about the  Company's  ability to continue as a
going  concern.  Management is continuing to seek  additional  equity capital to
fund its various  activities,  has eliminated or reduced  unnecessary  costs and
disposed of unprofitable  operations  (Note 3).  However,  there is no assurance
that steps taken by  management  will meet the  Company's  needs or that it will
continue  as a going  concern.  The  consolidated  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

BUSINESS COMBINATIONS

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

On January 2, 2001, the Company purchased substantially all of the net assets of
a nightclub  operation in exchange for a $100,000  note payable  (Note 5). These
net assets were sold on June 20, 2002 (Note 3).

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.

REVERSE STOCK SPLIT

On  February  20,  2003,  the Company  effected a 100 to 1 reverse  split of its
common  stock (Note 13).  The par value of the common  stock was not affected by
the reverse  split and remains at $.001 per share.  Consequently,  the aggregate
par value of the issued common stock was reduced by reclassifying  the par value
amount of the reversed  common shares from `Common Stock' to `Paid in Capital in
Excess  of Par' and all per  share  amounts  and  outstanding  shares  have been
retroactively restated in the accompanying consolidated financial statements for
all periods presented to reflect the reverse stock split.


                                       F-9


<PAGE>

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


PROPERTY AND EQUIPMENT

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation  of property and equipment is being  provided by the  straight-line
method over  estimated  useful lives of three to seven  years.  During the years
ended  December 31, 2002 and 2001,  depreciation  expense  totaled  $195,904 and
$294,929,  respectively of which $8,708 and $5,408, respectively, is included as
part of  discontinued  operations.  At December 31, 2002 and 2001,  property and
equipment was comprised of the following.


                                                2002           2001
                                             __________     __________

         Land, building and improvements     $1,084,768     $1,098,344
         Machinery and equipment                577,419        884,565
         Transportation equipment                48,376         93,093
         Furniture and fixtures                 208,159        419,635
                                             __________     __________
                                              1,918,722      2,495,637
         Less accumulated depreciation         (716,457)      (727,192)
                                             __________     __________

                                             $1,202,265     $1,768,445
                                             ==========     ==========

GOODWILL AND INTANGIBLE ASSETS

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

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

The  Company  applied  the new  rules  on  accounting  for  goodwill  and  other
intangible  assets  beginning in the first quarter of 2002.  Application  of the
non-amortization  provisions  of the  Statement  resulted  in an increase in net
income of $10,176 in 2002 as a result of  non-amortization of existing goodwill.
During 2002, the Company  performed the first of the required  impairment  tests
for its goodwill and indefinite  lived  intangible  assets and  determined  that
goodwill was not impaired.

The  Company's  intangible  assets  consist of  trademarks,  patents and license
agreements  (Note 6).  These  intangible  assets are being  amortized  using the
straight-line  method over five to forty years. For the years ended December 31,
2002 and 2001,  amortization  expense related to these intangible assets totaled
$83,656 and $69,661,  respectively.  For each of the next five years, management
estimates amortization of these intangibles to approximate $80,000.


                                      F-10


<PAGE>

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


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, 2002 and 2001,  inventories  are  comprised  of the
following components.

                                         2002         2001
                                       ________     ________

                  Raw materials        $ 50,113     $123,040
                  Work in progress      247,155      468,667
                  Finished goods        204,438      271,297
                                       ________     ________
                                       $501,706     $863,004
                                       ========     ========

IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS

The Company has adopted  Statement of financial  Accounting  Standards  No. 144,
ACCOUNTING FOR THE  IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS.  This Statement
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain identifiable intangibles and goodwill related to those assets to be held
and used,  and  long-lived  assets and certain  identifiable  intangibles  to be
disposed of. The Company periodically  evaluates,  using independent  appraisals
and projected  undiscounted  cash flows,  the carrying  value of its  long-lived
assets and certain identifiable  intangible to be held and used whenever changes
in events or  circumstances  indicate that the carrying amount of assets may not
be recoverable.  In addition,  long-lived assets and identifiable intangibles to
be  disposed of are  reported at the lower of carrying  value or fair value less
cost to sell. During the year ended December 31, 2002, the Company identified an
impairment of inventory  related to its TPI subsidiary (Note 3) and recognized a
loss on the  disposal  of other  long-lived  assets  related to its night  sight
operating segment (Note 11).

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.   These  payments   represent
nonrefundable  deposits that are forfeitable if customers do not comply with the
terms of the orders. Revenues are recognized when the products are completed and
shipped.  During the year ended  December 31, 2001,  the order terms  related to
these  deposits  were not  complied  with and the  amounts  were  recognized  as
revenue.


                                      F-11


<PAGE>

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


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, 2002 and 2001,  advertising
expense  totaled  $87,604 and $151,956,  respectively.  At December 31, 2002 and
2001, prepaid advertising costs totaled $0 and $25,093, respectively.

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 7).  Other  than the
convertible  promissory note (Note 5), the Company does not have any convertible
securities,  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, 2002 and 2001,  basic loss per share
amounts are based on 1,872,055 and 1,139,851  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.


                                      F-12


<PAGE>

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


     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, 2002 and
2001, amortization expense totaled $49,617.

3.       DISCONTINUED OPERATIONS

2826 ELM, INC. (ELM)

On June 20, 2002, the Company  discontinued  operations of its night club, which
was  acquired in January 2001 (Note 1), and sold the  remaining  net assets to a
corporation  controlled by a stockholder  and former officer and director of the
Company (Note 7). In  consideration  for these net assets,  the Company received
19,000,000 if its common stock shares owned by the stockholder with a fair value
of $350,000 and  recognized  a gain on the  disposition  of  $211,453,  which is
included  in the  accompanying  consolidated  financial  statements  as  part of
discontinued operations.

TRADE PARTNERS INTERNATIONAL, INC. (TPI)

On April 3, 2002,  the  Company  discontinued  operations  in its  wholly  owned
subsidiary (Note 1) and incurred a $144,744 loss on the impairment of inventory,
which is included in the  accompanying  consolidated  financial  statements as a
part  of  discontinued   operations  pursuant  to  SFAS  No.  144,  DISCONTINUED
OPERATIONS.  TPI operations  were part of the Company's  tire sealant  operating
segment (Note 11).

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

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

4.       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 11) 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.


                                      F-13


<PAGE>

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


5.       NOTES PAYABLE

The Company's notes payable consist of several installment and promissory notes,
which bear  interest at 6.0% to 10%, are generally due upon demand and past due,
are unsecured and contain no restrictions.

On September 27, 2002, the Company issued a $200,000 convertible promissory note
convertible into 1,200,000 shares of Series A Convertible  Preferred Stock, when
authorized and issued, with rights and preferences as the Company may determine,
to Fredericks Partners, a California partnership. The note provided for interest
at 10% and was due March  27,  2003.  In  addition,  the note  gave its  holders
600,000,000  votes  as  `debt  votes'  awarded  by the  Board  of  Directors  by
resolution of September 27, 2002.  The note provided that it may be converted at
any time prior to payment.  On February 20, 2003,  Fredericks Partners exercised
its conversion privilege (Note 13).

6.       COMMITMENTS AND CONTINGENCIES

LEASES

The Company  conducts  operations from its own facilities  located in Ft. Worth,
Texas,  which it occupied in early 2001.  Prior to this time its facilities were
leased under a month-  to-month  sublease  arrangement.  The  Company's  Unertyl
division  facilities  located in Pennsylvania,  were leased on a month-to-month.
The  Company's  2826  Elm  St.,  Inc.  nightclub  facility  was  leased  under a
non-cancelable  operating  lease expiring  through  November 2005. The Company's
California  corporate  office is leased on a  month-to-month  basis at a monthly
rate of $5,600.  For the years ended  December  31, 2002 and 2001,  rent expense
totaled $66,800 and $92,378, respectively.

At December 31, 2002,  the Company was not  obligated  under any future  minimum
lease payments.

LEGAL MATTERS

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

LICENSE AGREEMENT

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

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


                                      F-14


<PAGE>


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


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

7.       RELATED PARTY TRANSACTIONS

STOCKHOLDERS

During the years ended  December 31, 2002 and 2001,  the Company  made  advances
totaling $6,477 and $55,763,  respectively,  to stockholders and former officers
and  directors  of the Company.  The  advances  were due on demand as funds were
available,  non-interest bearing and unsecured.  During the years ended December
31, 2002 and 2001, $0 and $10,817,  respectively,  of these advances were repaid
and  $42,720 and $0,  respectively,  were  charged to expense as  uncollectible.
Also,  at December  31,  2002,  an addition  al $55,728 of these  advances  were
reserved because of doubt as to their collectibility.

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

During the years ended December 31, 2002 and 2001, the Company received advances
totaling $582,180 and $100,100,  respectively, from stockholders. These advances
are due upon demand as funds are available,  non-interest bearing and unsecured.
Also,  during the year ended  December 31, 2002,  the Company  repaid  $5,100 of
these  advances and $100,000 of these  advances  were assumed as part of the ELM
net assets disposition (Note 3).

STOCK BASED COMPENSATION ARRANGEMENT

In September of 1994, the board of directors entered into a consulting  contract
with the  Company's  former CEO.  This  agreement  required the Company to issue
1,000,000 shares of common stock to the CEO and to compensate him at the rate of
$10,000  per  month.  Should the  Company be unable to pay the CEO in cash,  the
Company  would  issue him its  common  stock in amount  equal to $0.02 per share
(which  was the share  price at the time the  consulting  contract  was  entered
into).  The Company paid the CEO through  December of 1994.  In January of 1995,
the Company and the CEO  re-negotiated the agreement to remunerate him solely in
stock of the Company.  This was  necessary  because of the  Company's  cash flow
position  and  inability to pay the  previously  agreed upon  compensation.  The
agreement  required the CEO to perform  services for the Company in exchange for
500,000 shares of Company common stock per month.  As of the expiration  date of
the agreement,  January 5, 1998, the CEO earned a total of 19,000,000  shares of
the Company's  common stock with a $360,000 fair value.  This  compensation  was
charged to expense over the period of the agreement. The agreement required that
the  stock  not be  issued  until  after  the  end of the  initial  term  of the
agreement,  which was three  years.  In June  2002,  the stock was issued and is
subject  to Rule 144 of the  Securities  and  Exchange  Commission  and  further
subject to a five-year  "lockup"  requirement,  precluding  the CEO from selling
said stock for five years from the date of issuance.  Also, in June 2002,  these
shares were `turned in' to the Company as consideration  for the purchase of the
net assets of the Company's night club operation by the former CEO (Note 3).


                                      F-15


<PAGE>


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


8.       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
December 31, 2002 and 2001 is as follows.


                                                        2002           2001
                                                     __________     ___________

         Tax benefits computed at statutory rate     $ (656,487)    $(1,960,634)
         Increase in valuation allowance                650,976       1,957,841
         Permanent differences                            5,511           2,793
                                                     __________     ___________
                                                     $        -     $         -
                                                     ==========     ===========

As of  December  31,  2002 the  Company  has  approximately  $13  million of net
operating losses available to offset future taxable income. These carry forwards
expire in years 2008 through 2022.

Significant  components  of the  Company's  deferred tax assets  (benefits)  and
liabilities are summarized below.

                                                        2002           2001
                                                     __________     ___________
         Deferred tax assets:
              Net operating loss carry forward       $4,275,376     $ 3,668,042
              Amortization differences                  157,515         113,873
Less valuation allowance                             (4,432,891)     (3,781,915)
                                                     __________     ___________
                                                              -               -
         Deferred tax liabilities:
              Depreciation differences                        -               -
                                                     __________     ___________
         Net deferred tax assets                     $        -     $         -
                                                     ==========     ===========

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.


                                      F-16


<PAGE>

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


ACCOUNTS RECEIVABLE, TRADE

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

NOTES PAYABLE

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

ADVANCES TO/FROM STOCKHOLDERS

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

10.      OTHER STATEMENT OF CASH FLOWS DISCLOSURES

For the years ended December 31, 2002 and 2001,  supplemental disclosure of cash
flow information is as follows:

                                                           2002          2001
                                                         ________     __________

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


                                      F-17


<PAGE>


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


11.      BUSINESS SEGMENTS

The Company currently has six 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, (5) importing and distribution of a tire
sealant product and (6) a nightclub. Generally, these activities are conducted
through separate subsidiary corporations.

During the years ended December 31, 2002 and 2001, foreign sales were
insignificant. The following table reflects certain information about the
Company's reportable operating segments related to its continuing operations for
the years ended December 31, 2002 and 2001. Information related to its
discontinued operations is contained in Note 3.

<TABLE>
<CAPTION>


                                           (1)            (2)         (3)         (4)
                                           IWI          Trident       Sea       Firearms
                 2002                  Night sights     Gripper      Patch       Resale        Total
                 ____                  ____________     _______     _______     ________     __________
<S>                                        <C>           <C>        <C>          <C>          <C>

Revenue, external customers                944,669       28,609     129,510      159,604      1,262,392
Operating income (loss)                 (2,242,684)      (7,690)     94,712       29,142     (2,126,520)
Interest expense                            69,553                                               69,553
Depreciation/amortization                  251,173       14,574                        -        265,747
Consulting services, non cash              387,500                                              387,500
Expenditures for long-lived assets           8,967            -           -            -          8,967
Total long-lived assets, net of                                                                       -
   depreciation                          1,192,895                    9,370            -      1,202,265
Total assets                             2,467,799            -      66,838            -      2,534,637

</TABLE>


<TABLE>
<CAPTION>


                                           (1)            (2)         (3)         (4)
                                           IWI          Trident       Sea       Firearms
                 2001                  Night sights     Gripper      Patch       Resale        Total
                 ____                  ____________     _______     _______     ________     __________
<S>                                        <C>           <C>        <C>          <C>          <C>

Revenue, external customers              1,607,660        2,115      51,208       53,958      1,714,941
Operating loss                          (4,513,617)     (20,317)   (492,743)    (116,623)    (5,143,300)
Interest expense                            52,428                                               52,428
Depreciation/amortization                  302,398                   43,610                     346,008
Consulting services, non cash            2,806,530                                            2,806,530
Expenditures for long-lived assets       1,512,998            -       3,732                   1,516,730
Total long-lived assets, net of                                                                       -
   depreciation                          1,613,920                   20,163                   1,634,083
Total assets                             3,455,464            -     209,585      107,910      3,772,959

</TABLE>


                                      F-18


<PAGE>


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


12.      STOCK OPTION PLAN

On August 6, 2002,  the Company  established  the 2002  Directors,  Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan (the Plan) as a way
of  attracting  and  retaining  highly  qualified  and  experienced   directors,
employees and consultants and to give them a continued  proprietary  interest in
the  success of the  Company  and its  subsidiaries.  Additionally,  the plan is
intended to encourage  ownership of the Company's common stock.  Pursuant to the
Plan, as amended on February 20, 2003,  the aggregate  number of shares that may
be optioned,  subject to  conversion,  or issued is 10,000,000  shares of common
stock, warrants, options, preferred stock or any combination thereof.

13.      SUBSEQUENT EVENTS

RECAPITALIZATION AND CHANGE IN CONTROL

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

On February 20, 2003, the Board adopted  resolutions issuing 1,200,000 shares of
Series A Convertible  Preferred  Stock with  Certificate  of  Designations  upon
conversion of the  convertible  promissory note (Note 5). The holder of Series A
Convertible  Preferred Stock may convert each such share of Series A Convertible
Preferred Stock to 10 shares of common stock and 1 share of Series B Convertible
Preferred  Stock.  On  February  20,  2003,  the holder of Series A  Convertible
Preferred Stock converted it to 1,200,000  Series B Convertible  Preferred Stock
and  12,000,000  shares of common  stock of the Company (10 shares of common per
one share of  Series B  Convertible  Preferred  Stock).  Each  share of Series B
Convertible Preferred provides for 500 votes.  Fredericks Partners, a California
partnership,  as holder  of Series B  Preferred  owns  controlling  votes in the
Corporation.

PREFERRED WARRANTS

In July 2002, the Company  distributed  an offer,  which expired on November 30,
2002, under which the  stockholders  could elect to exchange common stock shares
for preferred  warrants.  Each preferred warrant entitled the holder to purchase
one  share of  common  stock for $.01 and was  automatically  exercised  for the
difference,  expressed in whole shares of post-split  common stock,  between the
fair market value of one share of common stock and $.01 as a result of the above
recapitalization.  The  exchange  ratio  and  exercise  price  of the  preferred
warrants were not to be adjusted as a result of the above  recapitalization and,
therefore,  were not to be subject to the 100 to 1 reverse  stock  split.  As of
November 19, 2002,  the holders of  67,115,953  common stock shares had accepted
the offer to surrender their shares and receive the preferred  warrants although
the shares were not canceled and the preferred warrants not issued until January
2003.  On February 20, 2003,  the above  recapitalization  was completed and the
remaining 132,811,192 common stock shares under went the reverse stock split. In
March 2003, in a cost savings  decision by the Company,  the preferred  warrants
were canceled and 67,115,953 restricted common stock shares were issued.





                                      F-19


<PAGE>



                                   SIGNATURES

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



Date:  April 15, 2003                  By: /s/ ARLAND D. DUNN
                                           _____________________________________
                                           Arland D. Dunn
                                           President and Chief Operating Officer


                                 Page 21 of 23


<PAGE>


I, ARLAND D. DUNN, certify that:

1.   I have reviewed this annual report on Form 10-KSB of 21ST CENTURY
     TECHNOLOGIES, INC.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "EVALUATION DATE"); and

     (c)  presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's  auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls;

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




DATED:  April 15, 2003               21ST CENTURY TECHNOLOGIES, INC.

                                             (Registrant)


                                     /s/ ARLAND D. DUNN
                                     _______________________________
                                     Arland D. Dunn
                                     Chief Executive Officer


                                  Page 22 of 23


<PAGE>


I, LARRY B. BACH, certify that:

1.   I have reviewed this annual report on Form 10-KSB of 21ST CENTURY
     TECHNOLOGIES, INC.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "EVALUATION DATE"); and

     (c)  presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's  auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls;

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




DATED:  April 15, 2003               21ST CENTURY TECHNOLOGIES, INC.

                                             (Registrant)


                                     /s/ LARRY B. BACH
                                     _______________________________
                                     Larry B. Bach
                                     Secretary


                                  Page 23 of 23