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

                                  FORM 10-KSB/A
                               (Amendment No. 1)

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

                   For the fiscal year ended December 31, 2001
                   ___________________________________________

[ ]    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)

                 5050 EAST BELKNAP, HALTOM CITY, TEXAS    76117
               __________________________________________________
               (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. 165, 313,545 ISSUED
COMMON SHARES AS OF April 10, 2002.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                NOT APPLICABLE.

Transitional Samll 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.  Authorized  capital of the Company is  200,000,000
shares of common voting stock par value $.001 per share.  The Company has issued
165,313,545  shares  effective  April  10,  2002  and on a fully  diluted  basis
184,313,545 shares.

(b) Business of Issuer.

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 night sights utilizing tritium.  Products
are  available to both public  entities and private gun owners.  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.

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.  Innovative  Weaponry is a
New Mexico corporation and is owned 100% by the Company.

<PAGE>

2. Trident Technologies Inc.

Trident Technologies  Corporation ("Trident")  manufactures a series of products
based upon magnetic  technology licensed from the Los Alamos National Laboratory
in Los Alamos,  New Mexico.  The license is  set-forth  in a "Limited  Exclusive
Patent License Agreement Between The Regents of the University of California and
Trident Technologies  Corporation for Seal Device for Ferromagnetic  Containers"
(Los Alamos Control Number 97-41-00226.)  Trident is a Nevada corporation and is
owned 100% by the Company.

The  SeaPatch  is a magnetic  "cam-on/cam-off"  device used to seal leaks in the
metal hulls of ships.  The ProMag is a similar design used to stop leaks on rail
cars, tankers and pipelines,  and can be applied to rounded surfaces and corners
as well as used in other applications. 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. The technology  utilizes certain aspects
of the  "Gripper"  magnetic  pack  and  cam-on/cam-off  technology  to  attach a
compression  patch to tears,  stress  fractures  and  punctures in a ship's hull
above or below the waterline.

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

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

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

<PAGE>

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"),   has  been  an  importer  of  .45  caliber
semi-automatic  pistols from Continental  Weapons (Pty) located in South Africa.
Due to fewer sales than  anticipated,  the Company is liquidating  the assets of
Griffon.

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

6.  Hallmark Human Resources, Inc.

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

<PAGE>

Prior to  Hallmark's  creation,  the Company and its  subsidiaries  had used the
services of another PEO at a cost of  approximately  $4000.00 a month.  Hallmark
has now assumed this role.

7.  Unertl Optical Company, Inc.

Unertl  Optical  Company,  Inc.  ("Unertl"),  a wholly owned  subsidiary  of the
Company, was incorporated as a Nevada corporation on October 9, 2000. Unertl has
purchased the assets of the former John Unertl  Optical  Company,  Inc. of Mars,
Pennsylvania,  a long time  manufacturer  of superior  quality  riflescopes  and
optical equipment.  The purchase price for the assets of the John Unertl Optical
Company,  Inc.  was  $250,000.00.  Under the Asset  Purchase  Agreement,  it was
originally  agreed that the Company  would also  purchase the Seller's  building
located in Mars, Pennsylvania for an additional  $300,000.00.  The parties later
agreed to delete this portion of their agreement.  Unertl is known primarily for
its Marine Corp 10X sniper  scope.  The John Unertl  Optical  Company,  Inc. had
received a large number of individual  requests for this highly  regarded  scope
over the years that it was unable to fulfill,  since it had ceased manufacturing
new product.  The new Unertl  Optical  Company,  Inc. has contacted  many of the
individuals  who  requested  scopes,  and  plans  to  build  scopes  to fill the
remaining requests,  utilizing as much as possible the large inventory of Unertl
scope parts and raw materials  that it acquired in the purchase of the business.
Unertl  also  intends  to seek  contracts  with the  military  and  governmental
agencies.

8.  2826 Elm Street, Inc.

In order to evaluate the potential for involvement in areas unrelated to present
operations,  the Company in January 2001  acquired the stock of 2826 Elm Street,
Inc.,  the  operator of a nightclub  in the  historic  Deep Ellum  entertainment
district of Dallas, Texas. Within the past fifteen years, Deep Ellum has evolved
from a rundown  warehouse  district into an  entertainment  district of national
prominence containing live music venues,  restaurants,  condominium projects and
art galleries.  This acquisition was made in order to evaluate the potential for
future  investments in this industry with a minimal  investment by Company.  The
company has now determined to consolidate its interests in its more  traditional
lines of  business  and has  determined  to sell this  property if it receives a
satisfactory offer.

9.  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 Company  believes  that MMC will
integrate  smoothly  into its  business  plan and will  ultimately  provide some
economy of scale.

<PAGE>

DISTRIBUTION METHOD OF THE PRODUCTS AND SERVICES.

The Company's  distribution  methods vary with each  subsidiary.  The Innovative
Weaponry,  Griffon  and Trade  Partners  subsidiaries  sell their  products  and
services   through  a  combination  of  (1)  direct  sales,  (2)  sales  through
distribution  agents, and (3) sales through  manufacturers and supply houses. It
is  anticipated  that Unertl will  utilize  similar  distribution  methods.  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,  MMC and
Griffon  subsidiaries,  depends on the quality of its  products and a discounted
pricing strategy in comparison to its competitors. The risk associated with this
strategy is that a seller must operate at a lower  profit  margin to gain market
share.  The demand for the  Innovative  Weaponry  line of tritium  enhanced  gun
sights has grown in part due to increased  marketing  efforts as well a expanded
crime prevention and  discretionary  equipment funding by both federal and state
law enforcement  agencies.  Although handgun  regulation is a highly politicized
issue subject to increased public sector and governmental  scrutiny, the company
does not believe  that this  scrutiny is directed  toward the  military  and law
enforcement  sectors which have  comprised  the majority of Innovative  Weaponry
sales to date.

Innovative Weaponry is one of only three U.S.  manufacturers who 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 SightsTM  appeals to gun users who desire help in alleviating  the poor
level of accuracy in low light conditions.  PT Night SightsTM are sold primarily
to the  military,  sportsmen,  law  enforcement,  government  agencies  and  gun
enthusiasts.

Innovative Weaponry was the first manufacturer in the United States to introduce
the  multi-colored  3-dot  design for tritium  enhanced  gun sights.  Innovative
Weaponry  provides  custom  work for a broad  line of guns and  offers a limited
lifetime  warranty on its  products as a means of  providing  extra  service and
product appeal to its customers. Its primary competitors, when surveyed, offered
only limited  custom work and  warranties  of 10-12 years on their tritium night
sights.

<PAGE>

The magnetic technology utilized by Trident is licensed from Los Alamos National
Laboratory,  and  therefore  potential  competitors  would  have to  attempt  to
replicate the  technology in such a manner so as not to infringe upon  Trident's
intellectual  property  rights.  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. The cost of such litigation may be economically
prohibitive.

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,  a  radioactive  isotope,  from  South  Africa.
Currently,  Innovative  Weaponry is importing 100% of its tritium from suppliers
in South Africa.

The Trident  subsidiary has an exclusive Los Alamos National  Laboratory license
to use patented  and trade  secret  protected  magnetic  technology  used in the
Gripper,  SeaPatch and ProMag.  Trident, as sub-licensee,  is obligated to pay a
royalty  fee of 8.0% on  income  (as  defined  in the  License  Agreement)  from
products sold using the patented  technology.  Further,  Trident is obligated to
pay an annual  maintenance  fee that will be $24,000 for the remaining  years of
the License  Agreement.  All royalty fees paid during a specific  year are to be
credited to that year's  maintenance  fee and the maintenance fee requirement is
considered met if the royalty payments during a License Agreement year are equal
to exceed the required maintenance fee.

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 Bureau of Alcohol,
Tobacco and Firearms (the "ATF"); the Nuclear Regulatory Commission (the "NRC");
and the Occupational Health and Safety Administration ("OSHA").

The ATF  regulates  the import and sale of firearms by  Innovative  Weaponry and
Griffon.  The  NRC  regulates  the  importation  of  tritium  and its use in the
manufacture of PT Night SightsTM.

Each of these  agencies  has granted  Innovative  Weaponry,  MMC and Griffon 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

<PAGE>

to need ATF 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
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.

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

The Company believes that there is a push towards  legislation  mandating a type
of lock on firearms as a safety measure. In addition, there may be an attempt by
both the public and private  sectors to hold  firearm  manufacturers  liable for
damages  caused by a criminal who, while  committing a crime,  uses a firearm to
cause  injury or death.  Class  actions  in the  asbestos,  breast  implant  and
cigarette  industries  are  examples of this type of  litigation.  Class  action
litigation against handgun manufacturers by Attorney Generals of various states,
municipalities  and federal  governmental  agencies has been  initiated  against
well-known manufacturers such as Colt Industries, Inc. As a result, many handgun
manufacturers are being forced to defend  multi-million  dollar lawsuits seeking
damages for personal and property  damages caused by the illegal use of handguns
by  criminals.  It is uncertain  at this time whether  actions of this type will
continue to be filed and, if so, what the outcome of such litigation will be. If
they are not settled,  dismissed or resolved favorably for the manufacturers and
distributors,  they could result in monetary  judgments  that could  effectively
bankrupt these entities.

Although the  regulation of the ownership of firearms,  including  handguns,  is
protected  by the Bill of  Rights of the  United  States  Constitution,  handgun
manufacturers  may  be  unsuccessful  in  defending  themselves  or  in  getting
judgments overturned or reduced on appeal.

We  distribute  handguns  through our Griffon  subsidiary  as opposed to being a
manufacturer.  To date,  sales of  Griffon's  line of replica  handguns has been
limited  to less than 1500 Colt 45 1911  replicas.  At the close of the  current
fiscal year we were evaluating the likelihood of future class action  litigation
and future sales to  determine  whether to continue in the  distribution  of the
Griffon line of handguns.  Subsequent to the close of the current fiscal year we
made the  decision  to  discontinue  the sales of the  Griffon  line of handguns
entirely after disposing of the current stock on hand. We believe that this will
have a minimal impact upon the Company's financial picture overall since Griffon
sales have historically been minimal.

We believe that any  legislation  or litigation of the type  discussed  above in
connection with Griffon would have no impact on Innovative Weaponry,  MMC or the
Company's  other  subsidiaries  since  they  do not  manufacture  or  distribute
handguns.  However,  we are highly  regulated in the importation,  storage,  and
distribution  of  tritium.  Tritium,  as a  commodity,  is  supplied  by various

<PAGE>

countries including Canada, Russia, South Africa, and Switzerland.  Tritium is a
radioactive isotope of hydrogen and is highly regulated to prevent over-exposure
which can be dangerous and even life  threatening  to humans.  Tritium emits low
energy   beta   particles   and  almost  no  gamma  rays   transforming   itself
simultaneously  into  helium.  This  process  is  called  radioactive  decay and
proceeds at an unalterable rate for each type of radioisotope. The time required
for a radioactive  isotope to decay 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

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.  IWI has passed all of its NRC
and State of Texas tritium audits for each of its years of operation.

<PAGE>

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
fifty-five employees,  with 21 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 this facility as well.  The purchase price for
the new Haltom City,  Texas  property was  $850,152.20  and was funded through a
private investor.  The building is currently owned in fee simple by the Company.
The Company closed on the purchase of the new property on February 15, 2001, and
had consolidated most of its subsidiaries there by March 1st, 2000, affording it
the  opportunity  to  close  the  IWI  manufacturing   facility  in  Santa  Ana,
California,   which  it  had  previously  operated  on  leased  premises.  Since
approximately four years remained on the lease on the California  premises,  the
Company  entered into a sublease of the premises at the full rental rate for the
balance of the underlying lease term.

The Company is currently  in  negotiations  to obtain a loan to fund  operations
that will be secured by the new  building.  Currently,  the  Company  has a note
payable,  secured by a first lien Deed of Trust,  to First Funding  Investments,
Inc. in the amount of $200,000.

In  addition,  subsidiary  2826 Elm Street  leases  commercial  property at that
address in Dallas, Texas for its nightclub operation.

3. 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.

<PAGE>

On February 16, 2001 the Company and its  subsidiary,  Unertl  Optical  Company,
commenced  litigation against California resident John Williams,  several of his
businesses which do business as U.S. Optics,  United States Optics and/or United
States Optics  Technologies,  Inc. and numerous unknown parties in Orange County
California Superior Court, cause number 01CC02407.  The litigation arises out of
negotiations by the Company to purchase U.S. Optics from the Defendants, as well
as acts by the Defendants,  which have caused confusion  regarding the ownership
of Unertl and the source of products that are  manufactured  and  distributed by
Unertl.  The litigation  asserts causes of action based upon breach of contract,
conversion,  infringement of service mark, injury to business reputation,  false
advertising  and unfair  competition.  The Plaintiffs  seek monetary  damages of
approximately four million dollars,  together with injunctive relief prohibiting
the Defendants  from continuing  their wrongful  conduct,  punitive  damages and
court costs.

In  May  2001   Defendant   John  Williams  and  U.S.   Optics,   Inc.  filed  a
Cross-Complaint  against the Company, its subsidiaries,  its directors and other
individuals.  The  Cross-Complaint  asserts  causes of action  based upon fraud,
deceit, libel and tortuous interference with Defendants'  business,  among other
causes of action.  In substance  the  Cross-Claim  asserts that the 21st Century
Technologies,  Inc. had no intention of purchasing U. S Optics, but entered into
negotiations  with the  Defendants  in order to wrongfully  obtain  confidential
trade secrets and other  information  from the Defendants.  The  Cross-Complaint
also alleges that the Company was not the lawful  purchaser of the assets of the
John  Unertl  Company.   The  Cross-Complaint   seeks  monetary  damages  in  an
unspecified amount as well as punitive damages, injunctive relief and attorneys'
fees.

The Company has always  considered the  Cross-Complaint  to be without merit and
has  vigorously  defended  against it.  Subsequent to the close of the Company's
2001 fiscal year, and the close of the reporting  period covered by this filing,
the Court in which this  litigation was filed entered orders which have operated
to dismiss the Counter-Claim asserted against the Company and its directors. The
original claims asserted by the Company and Unertl against the Defendants remain
pending.

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  "TEXN."  Trading  was  temporarily
suspended  in 2000 and  resumed  on the  NASDAQ  effective  April 2,  2001.  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, 2001. Such quotations  represent prices between dealers and may not

<PAGE>

include  markups,  markdowns,  or commissions and may not necessarily  represent
actual transactions.

     Year           Quarter                  High            Low

     2000          First Quarter             5.18            .11
                   Second Quarter            3.06            .91
                   Third Quarter             2.05            .98
                   Fourth Quarter            1.18            .31

     2001          First Quarter             1.03            .13
                   Second Quarter             .48            .12
                   Third Quarter              .11            .02
                   Fourth Quarter             .05             .02

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.

The  authorized  capital of the Company is  200,000,000  shares of common voting
stock par value $.001 per share. The Company has outstanding  165,313,545 shares
of stock as of April 10, 2002.

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

During  the  fiscal  year  2001 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,  and  also  cutting  overhead  costs  by  relocating  all
manufacturing to one facility and eliminating extra manufacturing shifts. We now
believe that Innovative  Weaponry has become the second largest  manufacturer of
night  sights in the  country  based on our own sales and  O.E.M.  manufacturing
agreements with others.

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-coated  and
electro-polished  giving them superior corrosion  resistance as well as cosmetic
appeal.  The magnets now come housed in a brass "sheath"  therefore reducing the
potential for electrical spark.

The 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
Texas Engineering  Extension  Service,  Emergency Services Training Institute at
Texas A&M, in College Station, TX. Every HAZMAT technician that trains at one of

<PAGE>

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  such as the Clean  Gulf show in Mobile,
Alabama.

Due to the slow sales  experienced by the Company's  Griffon  subsidiary and the
current  inactive  status of the Company's  Trade Partners and Net  Construction
subsidiaries,  the Company has elected to discontinue operations for these three
subsidiaries  effective  December 31, 2001. It is anticipated that the remaining
inventory of Griffon guns will be liquidated by the end of the second quarter of
2002. Any subsequent  sales made by these  subsidiaries  after the end of fiscal
year 2001 will be treated for  accounting  purposes  as sales from  discontinued
operations.

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 the
Trident and Unertl lines are 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-18 of this report.

Revenues  in  2001  were  $2,085,826,  an  increase  from  $1,060,698  in  2000.
Innovative  Weaponry,  Inc. accounted for the majority of revenue at $1,607,660,
compared with $850,816 in FYE 2000.  The increase was the result of the addition
of several larger volume  customers that service the retail and law  enforcement
segments.  Gross profits for 2001 were  $668,763,  with a gross profit margin of
32%. The gross profit margin compares favorably with 3% shown in 2000.

The Company had an operating  loss of $5,489,038  in 2001,  which is an increase
from $2,614,833 in 2000.  Operating expenses rose considerably due to management
electing to clear outstanding obligations.  Due to the lack of sales and outlook
for more immediate results,  operations of  NetConstruction,  Inc. (formerly CQB
Armor) and Trade Partners International,  Inc. were discontinued. Net loss after
the write-off of discontinued subsidiaries is $5,766,572.

21st Century  Technologies,  Inc.  ended the year 2001 with  $3,981,905 in total
assets with $1,485,785 in current assets.  Property and equipment is $1,768,445.
At year-end 2001, current  liabilities were $1,567,252 compared with $782,806 in
2000.  The equity  position of 21st  Century  improved  slightly  to  $2,411,495
compared with $2,178,097.

<PAGE>

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.  Douglas N. Spring resigned as a
Director of the Company and as President  of Trident as of March 5, 2001.  James
Mydlach  was  appointed  by the Board to fill the vacancy  left by Mr.  Spring's
resignation.  On August 31, 2001,  Patricia  Wilson was terminated as an officer
and  director of the Company by the Board.  Richard  Grob was  appointed  by the
Board to fill the vacancy left by Ms. Wilson's termination.

Name                          Age                  Position Held

Kenneth E. Wilson             60         Chief Executive Officer,
                                         President and Chairman of the Board

David Gregor                  47         Director and President of Innovative
                                         Weaponry
Griffon
Fred W. Rausch, Jr.           78         Director

James Mydlach                 51         Director and President of Trident

Richard Grob                  63         Director and Vice-President of Trident

Kenneth  E.  Wilson,  60,  is the  Chairman  of the  Board of  Directors,  Chief
Executive  Officer  and  President  of the  Company.  Mr.  Wilson has acted as a
consultant to Innovative  Weaponry  while it was in bankruptcy in New Mexico and
was instrumental in formulating a plan of reorganization. Since 1995, Mr. Wilson
has acted as a consultant of the Company and its various  subsidiaries  until he
was elected  Chairman  in 1998.  Prior to joining the  Company,  Mr.  Wilson was
experienced  in mergers and  acquisitions,  corporate  finance,  and  investment
banking.  During the five years preceding his affiliation with the Company,  Mr.
Wilson provided  estate  planning,  living trust,  annuities and other insurance
programs.  Mr. Wilson has been  instrumental  in guiding the Company through its
early development and acquisition of key licenses and products. In addition, Mr.
Wilson  has been the chief  sales  person on behalf of the  Company  negotiating
contracts and product  delivery  specification  with  customers.  Mr. Wilson has
traveled  extensively  for the  Company in the U.S.  England,  Germany and South
Africa.

<PAGE>

David Gregor,  47, is President of Innovative  Weaponry and Griffon.  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 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., 78, 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.

James  Mydlach,  51,  has a  distinguished  history in the  security  and safety
fields.  He is an  authorized  OSHA 501  trainer  for  general  industry  and is
certified  by the  University  of  California  San Diego as a hazwoper.  Jim has
taught over 1000 classes on Safety topics  throughout the United States. He is a
member of the American  Society of Safety Engineers and the American Society for
Industrial  Security.  Mr.  Mydlach  served as Director of Security  for several
major Las Vegas Casinos over the last twenty  years.  He is a cofounder and past
president of the Las Vegas Security Chiefs Association.

Richard Grob,  63, has a vast amount of experience in the security,  sales,  and
mortgage  industries.  He was hired away from the Palm Springs Police Department
to work personal  security for Elvis Presley in 1967. He eventually was promoted
to Director of Security and remained in that position  until 18 months after the
death of Mr. Presley.  He then began a 10-year career in sales with Honeywell in
their Energy Management Division in Southern California.  He was instrumental in
the development of the first co-generation  power plant in Southern  California.
Over the past  decade,  Mr. Grob has owned and  operated a mortgage  company and
worked as a  consultant  in the  fire/life  safety,  environmental  quality  and
security industries.

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

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

                           Summary Compensation Table

Name and Principal Position            Year(s)      $Salary           Bonus

Kenneth E. Wilson,                     1999-01      $120,000           $0
Chairman, President,
CEO and President
Innovative Weaponry

Patricia G. Wilson                     1997-01       $85,000           $0
Former President Trade
Partners, Nuclear
Safety Officer and Director

David Gregor                           1997-01       $70,000           $0
Secretary-Treasurer,
Director, President of IWI

Douglas N. Spring                      1999-01       $60,000           $0
Former President
of Trident and
Former Director

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 2001.

The  only  employment  contract,  compensatory  plan or  arrangement,  including
payments  to be  received  from the  Company,  with  respect to any  director or
executive  officer of the  Company  which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination of employment  with the Company or its  subsidiaries,  any change in
control of the Company, or a change in the person's responsibilities following a
change of control of the Company is that between the Company and Chief Operating
Officer Scott Sheppard.

<PAGE>

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

The following table sets forth,  as of April 10, 2002, the beneficial  ownership
of our outstanding  common stock of: (1) each person or group known by us to own
beneficially  more than 5% of our  outstanding  common  stock,  (ii) each of our
executive officers,  (iii) each of our directors and (iv) all executive officers
and directors as a group.  Beneficial ownership is determined in accordance with
the rules of the SEC and  generally  includes  voting or  investment  power with
respect to securities. Except as indicated by footnote, the persons named in the
table  below have sole voting  power and  investment  power with  respect to all
shares of common stock shown as  beneficially  owned by them.  The percentage of
beneficial  ownership is based on 184,313,545 shares of common stock outstanding
as of April 10, 2002 on a fully diluted basis.

CLASS             SHAREHOLDER            NUMBER OF SHARES     PERCENTAGE

Common            Kenneth E. Wilson          19,857,100         10.77%  (note3)
                  Patricia Wilson

Common            21st Century
                  Technologies                9,000,000          4.88%
                  Funding LP

Common            James Mydlach               1,000,000          0.54%

Common            David Gregor                  603,600          0.33%

Common            Fred W. Rausch, Jr.           403,500          0.22%

Common            Scott Sheppard                479,318          0.26%


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

<PAGE>

with  payment  of  $600,000  receipted  by the  Company  in March  2000.(4)  The
percentage of class has been  calculated on a fully diluted basis of 184,313,545
shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The  only  transactions  between  members  of  management,  nominees  to  become
directors or executive  officers,  5% stockholders,  or promoters or persons who
may be deemed to be parents of the Company are: If  19,000,000  shares of common
stock are to be issued  versus  settlement of cash payment to Kenneth E. Wilson.
Under a  consulting  agreement  we were  required to issue  1,000,000  shares of
company  common  stock  to Mr.  Wilson  and to  compensate  him at the  rate  of
$10,000.00  per month.  We agreed  that if the  Company  were  unable to pay Mr.
Wilson in cash, the Company would issue Mr. Wilson its common stock in an amount
equal to $0.02 per share  (which was the share price at the time the  consulting
contract was entered into between the Company and Mr. Wilson).  The Company paid
Mr. Wilson  through  December of 1994.  In January of 1995,  the Company and Mr.
Wilson  re-negotiated  the  agreement to  remunerate  him solely in stock of the
Company.  This was  necessary  because of the  Company's  cash flow position and
inability to pay Mr.  Wilson the  previously  agreed upon fee under the original
consulting agreement.  The agreement required Mr. Wilson to perform services for
the Company in exchange for 500,000 shares of Company common stock per month. As
of the expiration  date of the  agreement,  January 5, 1998, Mr. Wilson earned a
total of 19,000,000 shares of the Company's common stock. The agreement required
that the stock  not be issued  until  after the end of the  initial  term of the
agreement,  which was three  years.  To date,  no shares have been issued to Mr.
Wilson at his request  because of firstly,  the income tax  consequences to him,
and  secondly,  because the on going  corporate  financial  needs of the Company
required the issuance of the remaining  treasury  shares.  Before any shares are
issued to Mr. Wilson, the Company will provide in advance full public disclosure
to its  shareholders.  Kenneth E. Wilson and Patricia G. Wilson were  previously
married but were divorced during 2001.  Further,  Josh Edward Wilson, who is the
son of Kenneth and Patricia Wilson, is Director of Marketing for the Company and
Executive Vice President of Innovative Weaponry.

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

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

<PAGE>


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

6        Lease Agreement between 21st Century                     1
           Technologies, Inc. and Landlord

7        Los Alamos Exclusive Patent License                      1
           Agreement dated May 23, 1995 between
           The Regents of the University of California
           and Trade Partners International Incorporated

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

10        Application and Permit for Firearms                     1
           Importation dated November 20, 1998

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

<PAGE>


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

20       Asset Purchase Agreement dated September                 2
         7, 2000 regarding purchase of assets of
         John Unertl Optical Company, Inc.

21       Purchase Agreement between 21st Century                  2
         Technologies, Inc. and Retired Persons
         Pharmacy of Texas, dated September 25, 2000.

22       Agreement dated April 1, 2000 between                    2
         Great Mughal Trade Associates, Ltd.
         and 21st Century Technologies, Inc.

23       Purchase Order dated April 3, 2000                       2

24       Subsidiaries of the Registrant                           2

         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) The Company filed two Form 8Ks during the reporting period. On July 13, 2001
the Company filed a Form 8K advising of the settlement of litigation  previously
filed against  former  director and Trident  officer  Douglas  Spring and former
Trident officer Buren Palmer.  On September 26, 2001 the Company filed a Form 8K
advising of the suit filed against the Company and Company directors by Patricia
Wilson  following  her  termination  as a director of the Company.  No financial
statements were filed in connection with the 8K.

<PAGE>


     1.  If the registrant  published a report containing all of the information
         called for by this item,  the item may be answered by  reference to the
         information in that report.

                                    PART F/S

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


                                   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.
                                                  KENNETH E. WILSON
                                                  -----------------
                                                     (Registrant)

                                       By: /s/ KENNETH E. WILSON, CEO/PRESIDENT
                                           ------------------------------------
                                                (Signature and Title)*


* Print the name and title of each signing officer under his signature.

           SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
     PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

     (a) Except to the extent that the  materials  enumerated  in (1) and/or (2)
     below are specifically  incorporated  into this Form by reference (in which
     case,  see rule  12b-23(b)),  every issuer which files an annual  report on
     this  Form  under  Section  15(d) of the  Exchange  Act shall  furnish  the
     Commission  for its  information,  at the time of filing its report on this
     Form, four copies of the following:

              (1)  Any  annual   report  to  security   holders   covering   the
              registrant's last fiscal year; and

              (2) Every proxy statement, form of proxy or other proxy soliciting
              material  sent  to  more  than  ten of the  registrant's  security
              holders  with  respect to any annual or other  meeting of security
              holders.

     (b) The Commission  will not consider the material to be "filed" or subject
     to the  liabilities of SECTION 18 of the Exchange Act, except if the issuer
     specifically  incorporates  it  in  its  annual  report  on  this  Form  by
     reference.

     (c) If no such annual  report or proxy  material  has been sent to security
     holders,  a statement to that effect shall be included  under this caption.
     If such report or proxy  material is to be  furnished  to security  holders
     subsequent to the filing of the annual report on this Form,  the registrant
     shall so state under this caption and shall furnish copies of such material
     to the Commission when it is sent to security holders.

HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN/FORMS/10-KSB.HTM
LAST UPDATE: 03/25/2002

<PAGE>

                         21ST CENTURY TECHNOLOGIES, INC.

                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                       AND

                          INDEPENDENT AUDITORS' REPORT

                     YEARS ENDED DECEMBER 31, 2001 AND 2000




<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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................F-7-18



<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, 2001 and 2000, 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, 2001 and 2000, 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
May 16, 2002


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000




                                     ASSETS


                                                                               2001                  2000
                                                                               ----                  ----
<S>                                                                 <C>                   <C>
Current assets:

     Cash                                                           $          7,221      $         88,344
     Accounts receivables, trade net of
        allowance for doubtful accounts
        of $6,500 and $900, respectively                                     385,905               775,221
     Inventories                                                             863,004               445,629
     Prepaid expenses                                                         25,093               120,889
     Advances to stockholder                                                 204,562               159,616
                                                                    ----------------      ----------------

         Total current assets                                              1,485,785             1,589,699
                                                                    ----------------      ----------------

Property and equipment, at cost, net of
     accumulated depreciation of $727,192
     and $457,752, respectively                                            1,768,445               949,351
                                                                    ----------------      ----------------

Other assets:

     Intangible assets, net of accumulated
         amortization of $60,196 and
         $36,019, respectively                                               519,459               129,193

     Reorganization value, net of accumulated
         amortization of $334,920 and $289,437,
         respectively                                                        176,382               221,866

     Other assets                                                             31,834                70,794
                                                                    ----------------      ----------------

                                                                             727,675               421,853
                                                                    ----------------      ----------------

                                                                    $      3,981,905      $      2,960,903
                                                                    ================      ================
</TABLE>


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

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                               2001                  2000
                                                                               ----                  ----

<S>                                                                 <C>                   <C>
Current liabilities:

     Accounts payable, trade                                        $        876,461      $        265,542
     Accrued expenses                                                        155,563                50,000
     Deferred revenue                                                              -               225,000
     Advances from stockholders                                              100,100               171,080
     Notes payable                                                           435,128                71,184
                                                                    ----------------      ----------------


         Total current liabilities                                         1,567,252               782,806
                                                                    ----------------      ----------------


Commitments and contingencies                                                      -                     -

Minority interest                                                              3,158                     -

Stockholders' equity:

     Common stock, $.001 par value, 200,000,000
        shares authorized, 163,063,545 and 77,987,371
        shares issued and outstanding, respectively                          163,063                77,987
     Paid in capital in excess of par                                     13,435,166             7,537,206
     Stock earned but not issued                                             360,000               360,000
     Accumulated deficit                                           (      11,527,290)    (       5,760,718)
     Treasury stock, 73,600 and 149,399
        shares, respectively, at cost                              (          16,444)    (          33,378)
     Stock subscriptions receivable                                (           3,000)    (           3,000)
                                                                    ----------------      ----------------

                                                                           2,411,495             2,178,097
                                                                    ----------------      ----------------

                                                                    $      3,981,905      $      2,960,903
                                                                    ================      ================
</TABLE>


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

                                       F-3


<PAGE>

<TABLE>
<CAPTION>

                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                               2001                  2000
                                                                               ----                  ----

<S>                                                                <C>                   <C>
Revenues, net of returns and allowances                            $       2,085,826     $       1,060,698

Cost of revenues                                                           1,417,063             1,024,506
                                                                     ---------------       ---------------

Gross profit                                                                 668,763                36,192
                                                                     ---------------       ---------------

Operating expenses:
     Advertising and selling                                                 315,387               394,972
     Depreciation and amortization                                           364,590               199,741
     General and administrative                                            4,525,573             1,130,879
     Compensation costs                                                      928,182               911,872
                                                                     ---------------       ---------------
                                                                           6,133,732             2,637,464
                                                                     ---------------       ---------------

Operating loss                                                      (      5,464,969)     (      2,601,272)

Interest income                                                                6,218                     -
Interest expense                                                    (         30,287)     (         13,611)
                                                                     ---------------       ---------------
                                                                    (         24,069)     (         13,611)

Loss before income taxes                                            (      5,489,038)     (      2,614,883)

Provision for income taxes                                                         -                     -
                                                                     ---------------       ---------------

Loss from continuing operations                                     (      5,489,038)     (      2,614,883)
                                                                     ---------------       ---------------

Discontinued operations:
     Income (loss) from discontinued Net
        Construction, net of applicable
        Income taxes of $0                                          (         99,725)                    -
     Income (loss) from discontinued
        Trade Partners, net of applicable
        income taxes on $0                                          (        177,809)     (         81,120)
                                                                     ---------------       ---------------

Net loss                                                           $(      5,766,572)    $(      2,696,003)
                                                                    ================      ================

Loss per share:
     Basic:
        Loss from continuing operations                             (           .048)     (           .043)
        Income (loss) from discontinued operations                  (           .002)     (           .001)
         Net loss                                                  $(           .050)    $(           .044)
     Diluted:
        Loss from continuing operations                             (           .048)     (           .043)
        Income (loss) from discontinued operations                  (           .002)     (           .001)
         Net loss                                                  $(           .050)    $(           .044)

</TABLE>

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, 2001 AND 2000

                               Common Stock         Paid-In   Stock 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 1999   50,083,763  $  50,083  $ 4,420,260  $ 360,000   $( 3,064,715)  $( 31,628)  $( 79,700)  $  1,654,300

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

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

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

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

Stock subscriptions
  collected                                                                                              76,700        76,700

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

Issuance of common stock
  for cash                 36,419,290     36,419    2,106,405                                                        2,142,824

Issuance of common stock
  for services             38,156,884     38,157    3,395,989                                                        3,434,146

Issuance of common stock
  for patent               10,000,000     10,000      210,000                                                          220,000

Issuance of common stock
  for purchase of MMC         500,000        500      202,500                                                          203,000

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

Net income (loss)                                                           ( 5,760,572)                           ( 5,766,572)
                           ----------  ---------  -----------  ---------   -------------  ----------  ----------  ------------

Balance at December 31,
  2001                    163,063,545  $ 163,063  $13,435,166  $ 360,000   $( 11,527,290) $( 16,444)  $(  3,000)  $  2,411,495
                          ===========  =========  ===========  =========   =============  ==========  ==========  ============
</TABLE>

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

                                       F-5


<PAGE>
<TABLE>
<CAPTION>


                         21ST CENTURY TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                               2001                  2000
                                                                               ----                  ----
<S>                                                               <C>                   <C>
Cash flows from operating activities:

Net loss                                                          $(       5,766,572)   $(       2,696,003)
                                                                    ----------------      ----------------

Adjustments to reconcile net loss to net cash
  used in operating activities:
        Depreciation                                                         294,929               137,463
        Amortization                                                          69,661                62,278
        Common stock issued for services                                   3,434,146               652,387
        Common stock issued for assets                                       234,986                     -
        Minority interest                                                      3,158                     -
Changes in operating assets and liabilities:
        Accounts receivable, trade                                           389,316               212,396
        Inventories                                                (         417,375)    (          96,504)
        Prepaid expenses                                                     134,756     (         120,889)
        Other assets                                                               -     (          35,561)
        Accounts payable, trade                                              610,919               120,187
        Accrued expenses                                                     105,563     (          52,405)
        Deferred revenue                                           (         225,000)              225,000
                                                                    ----------------      ----------------

                                                                           4,635,059             1,104,352
                                                                    ----------------      ----------------

            Cash used in operating activities                      (       1,131,513)    (       1,591,651)
                                                                    ----------------      ----------------

Cash flows from investing activities:
         Purchase of property and equipment                        (       1,682,427)    (         935,770)
         Disposal of property and equipment                                  179,450                     -
         Purchase of other assets                                  (          25,489)    (          27,095)
                                                                    ----------------      ----------------

            Cash used in investing activities                      (       1,528,466)    (         962,865)
                                                                    ----------------      ----------------

Cash flows from financing activities:
        Advances from officer                                                      -               171,080
        Repayment of stockholder advances                          (          44,946)    (         181,616)
        Proceeds from notes payable                                          533,283                     -
        Repayment of notes payable                                 (          69,239)    (           2,226)
        Issuance of common stock                                           2,142,824             2,468,858
        Cancellation of treasury stock                                        16,934     (           1,750)
        Sale of stock
        Stock subscriptions received                                               -                76,700
                                                                    ----------------      ----------------
            Cash provided by financing activities                          2,578,856             2,531,046
                                                                    ----------------      ----------------

Net increase (decrease) in cash                                    (          81,123)    (          23,470)

Cash at beginning of period                                                   88,344               111,814
                                                                    ----------------      ----------------

Cash at end of period                                             $            7,221    $           88,344
                                                                   =================     =================
</TABLE>

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

                                       F-6


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

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


                                       F-7
<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 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 in all of its  subsidiaries,  it has a net
working  capital  deficit of $81,500  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,  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 the
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).

The following pro forma  information  is presented as if the above  acquisitions
had  occurred  as of January 1,  2000,  the  beginning  of the  earliest  period
presented in the accompanying consolidated financial statements.

                  Revenues                           $     2,454,883
                  Net loss                           $(    5,754,265)
                  Net loss per share                 $(          .05)

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.



                                       F-8

<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, 2001 and 2000,  depreciation  expense  totaled  $294,929 and
$137,463,  respectively.  At December 31, 2001 and 2000,  property and equipment
was comprised of the following.

                                                 2001                 2000
                                                 ----                 ----

     Land, building and improvements    $      1,098,344    $        278,202
     Machinery and equipment                     884,565             851,832
     Transportation equipment                     93,093              93,093
     Furniture and fixtures                      419,635             183,976
                                          --------------      --------------
                                               2,495,637           1,407,103
     Less accumulated depreciation       (       727,192)    (       457,752)
                                          --------------      --------------

                                        $      1,768,445    $        949,351
                                          ==============      ==============

GOODWILL

Goodwill relating to the Company's  purchase of MMC is being amortized using the
straight-line  method over five years. For the years ended December 31, 2001 and
2000, amortization expense totaled $7,632 and $0, respectively.

INTANGIBLE ASSETS

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,
2001 and 2000,  amortization  expense related to these intangible assets totaled
$69,661 and $12,661, respectively.

INVENTORIES

Inventory  consists of raw materials used in the manufacture of firearm products
and  finished  goods  imported  for resale.  Inventory is stated at the lower of
cost,  determined using the first-in,  first-out method, or net realizable value
(market).  At  December  31, 2001 and 2000,  inventories  are  comprised  of the
following components.

                                             2001                  2000
                                             ----                  ----

       Raw materials               $          123,040    $          122,539
       Work in progress                       468,667                     -
       Finished goods                         271,297               323,090
                                     ----------------      ----------------
                                   $          863,004    $          445,629
                                    =================     =================



                                       F-9

<PAGE>

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


IMPAIRMENT OF LONG LIVED ASSETS

The Company has adopted Statement of financial Accounting Standards ("SFAS") No.
121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG LIVED ASSETS TO BE DISPOSED OF. This
Statement  establishes  accounting  standards  for the  impairment of long-lived
assets, certain identifiable intangibles and goodwill related to those assets to
be held and used, and long-lived assets and certain identifiable  intangibles to
be disposed of. The Company periodically evaluates, using independent appraisals
and projected  undiscounted  cash flows,  the carrying  value of its  long-lived
assets and certain identifiable  intangible to be held and used whenever changes
in events or  circumstances  indicate that the carrying amount of assets may not
be recoverable.  In addition,  long-lived assets and identifiable intangibles to
be  disposed of are  reported at the lower of carrying  value or fair value less
cost to sell. During the year ended December 31, 2001, the Company identified an
impairment of inventory related to its TPI subsidiary (Note 3).

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.

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, 2001 and 2000,  advertising
expense totaled  $214,045 and $113,219,  respectively.  At December 31, 2001 and
2000, prepaid advertising costs totaled $34,651 and $80,889, respectively.





                                      F-10

<PAGE>

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


LOSS PER SHARE

Basic  loss per share  amounts  are  computed  by  dividing  the net loss by the
weighted  average  number of common stock shares  outstanding.  Diluted loss per
share  amounts  reflect the maximum  dilution  that would have resulted from the
issuance of common  stock  earned but not issued  (Note 7). The Company does not
have any other  convertible  securities  or debt or any  outstanding  options or
warrants that could potentially dilute the earnings of its common  stockholders.
Diluted  loss per share  amounts are  computed  by dividing  the net loss by the
weighted  average  number of common  stock shares  outstanding  plus the assumed
issuance of the common stock earned but not issued. For the years ended December
31, 2001 and 2000,  basic loss per share  amounts are based on  114,124,970  and
60,991,987   weighted-average   number  of  common  stock  shares   outstanding,
respectively.  No effect has been given to the  assumed  issuance  of the common
stock earned but not issued as the effect would be antidilutive.

STOCK BASED INCENTIVE PROGRAM

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

COMPREHENSIVE INCOME

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

2.       BANKRUPTCY REORGANIZATION

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

As a result of IWI's  acquisition  by the  Company,  IWI adopted  `fresh  start'
accounting  pursuant to  Statement  of Position  90-7,  FINANCIAL  REPORTING  BY
ENTITIES IN REORGANIZATION UNDER THE BANKRUPTCY CODE. Accordingly,  IWI's assets
and  liabilities  were adjusted to their fair values and retained  earnings were
eliminated.  The resulting `reorganization value' in excess of amounts allocated
to  identifiable  assets and  liabilities is being amortized over 10 years using
the  straight-line  method.  For each of the years ended  December  31, 2001 and
2000, amortization expense totaled $49,617.


                                      F-11

<PAGE>

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


3.       DISCONTINUED OPERATIONS

TRADE PARTNERS INTERNATIONAL, INC. (TPI)

At December 31, 2001,  the Company  discontinued  operations in its wholly owned
subsidiary  (Note 1) and  incurred  a loss on the  impairment  of  inventory  of
$144,744.  The Company has  accounted  for this  disposition  as a  discontinued
operation  and  reported  the  disposition  and TPI  operations  pursuant to APB
Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS.

NET CONSTRUCTION (NC) (FORMERLY CQB ARMOR)

On June 19, 2001, QCB Armor changed its name to Net  Construction  to facilitate
the acquisition of a telecommunications  and networking company.  However, do to
higher than  anticipated  overhead  expenses the Company  decided to discontinue
operations of Net  Construction.  The Company has accounted for this disposition
as a  discontinued  operation  and reported the  disposition  and NC  operations
pursuant to APB No. 30, REPORTING THE RESULTS OF 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.

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

5.       NOTES PAYABLE

The Company's notes payable consist of several installment and promissory notes,
which bear  interest at 6.0% to 10%, are payable  monthly or are due upon demand
through March 2002, are unsecured and contain no restrictions.




                                      F-12

<PAGE>

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


6.       COMMITMENTS AND CONTINGENCIES

LEASES

The Company conducts its own facilities 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, are leased on a month-to-month basis beginning January 1, 2001.
The  Company's  2826 Elm  St.,  Inc.  night  club  facility  is  leased  under a
noncancelable operating lease through November 2005 at a monthly rate of $4,442.
For the years ended December 31, 2001 and 2000, rent expense totaled $92,378 and
$66,788, respectively.

At December 2001, future minimum rental payments required under the terms of the
2826 Elm St., Inc. lease are as follows:

                              Year Ending
                              December 31,                Amount
                              ------------                ------

                                2002                 $     53,064
                                2003                       53,064
                                2004                       53,064
                                2005                       48,642
                                                       ----------

                                                     $    207,834
                                                       ==========

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-13

<PAGE>

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


7.       RELATED PARTY TRANSACTIONS

OFFICER

During the years ended  December 31, 2001 and 2000,  the Company  made  advances
totaling  $55,763 and  $159,616,  respectively,  to the CEO of the Company.  The
advances were due on demand as funds were  available,  non-interest  bearing and
unsecured.  During the years ended  December 31, 2001 and 2000,  $10,817 and $0,
respectively, of these advances were repaid.

STOCKHOLDERS

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 year ended December 31, 2001, the Company received  advances totaling
$100,100  from a  stockholder.  These  advances are due upon demand as funds are
available, non-interest bearing and unsecured.

STOCK BASED COMPENSATION ARRANGEMENT

In September of 1994, the board of directors entered into a consulting  contract
with The  Company's  current CEO. This  agreement  required the Company to issue
1,000,000 shares of common stock to the CEO and to compensate him at the rate of
$10,000  per  month.  Should the  Company be unable to pay the CEO in cash,  the
Company  would  issue him its  common  stock in amount  equal to $0.02 per share
(which  was the share  price at the time the  consulting  contract  was  entered
into).  The Company paid the CEO through  December of 1994.  In January of 1995,
the Company and the CEO  re-negotiated the agreement to remunerate him solely in
stock of the Company.  This was  necessary  because of the  Company's  cash flow
position  and  inability to pay the  previously  agreed upon  compensation.  The
agreement  required the CEO to perform  services for the Company in exchange for
500,000 shares of Company common stock per month.  As of the expiration  date of
the agreement,  January 5, 1998, the CEO earned a total of 19,000,000  shares of
the Company's  common stock with a $360,000 fair value.  This  compensation  was
charged to expense over the period of the agreement. The agreement required that
the  stock  not be  issued  until  after  the  end of the  initial  term  of the
agreement,  which was three years.  As of December  31, 2001,  the stock has not
been  issued and the shares  will be subject to Rule 144 of the  Securities  and
Exchange  Commission  when  issued  and will be further  subject to a  five-year
"lockup"  requirement,  which precludes the CEO from selling said stock for five
years from the date of issuance.





                                       F-14

<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, 2001 and 2000 is as follows.


                                                    2001                2000
                                                    ----                ----

     Tax benefits computed at statutory rate    $(  1,960,634)    $(    916,641)
     Increase in valuation allowance                1,957,841           904,471
     Permanent differences                              2,793            12,170
                                                  -----------       -----------
                                                $           -     $           -
                                                 ============      ============

As of  December  31,  2001 the  Company  has  approximately  $11  million of net
operating losses available to offset future taxable income. These carry forwards
expire in years 2008 through 2021.

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

                                                  2001               2000
                                                  ----               ----
   Deferred tax assets:
        Net operating loss carry forward    $    3,668,042     $    1,805,643
        Amortization differences                   113,873             70,231
   Less valuation allowance                  (   3,781,915)     (   1,824,074)
                                              ------------       ------------
                                                         -             51,800
   Deferred tax liabilities:
        Depreciation differences                         -             51,800
                                              ------------       ------------
   Net deferred tax assets                  $            -     $            -
                                             =============      =============




                                      F-15

<PAGE>

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


9.       OTHER STATEMENT OF CASH FLOWS DISCLOSURES

For the years ended December 31, 2001 and 2000,  supplemental disclosure of cash
flow information is as follows:

<TABLE>
<CAPTION>
                                                                     2001                  2000
                                                                     ----                  ----

         <S>                                                <C>                   <C>
         Cash paid for interest                             $          22,331     $          18,166
         Cash paid for income taxes                                         -                     -
         Non-cash investing and financing activities:
              Issuance of common stock in purchase of
                 assets                                     $               -     $          23,605
              Issuance of common stock in purchase of
                 MMC                                        $         203,000     $               -
              Issuance of common stock in exchange for
                 services                                   $       3,434,146     $         652,387
              Issuance of common stock in exchange for
                 patents                                    $         220,000     $               -
</TABLE>

10.      FINANCIAL INSTRUMENTS

The Company's financial instruments,  which potentially subject it to credit and
other  risks,  consists  of its cash,  accounts  receivable,  notes  payable and
advances to/from officer and stockholders.

CASH

The Company  maintains its cash in bank deposit and other  accounts,  which,  at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such  accounts  and does not believe it is exposed to any  significant
credit risks involving its cash.

ACCOUNTS RECEIVABLE, TRADE

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

NOTES PAYABLE

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

ADVANCES TO/FROM OFFICER AND STOCKHOLDERS

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




                                       F-16

<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,  2001  and  2000,  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,  2001  and  2000.  Information  related  to its
discontinued operations is contained in Note 3.

<TABLE>
<CAPTION>

                                      (1)          (2)        (3)       (4)        (6)
                                      IWI        Trident      Sea     Firearms
           2001                   Night sights   Gripper     Patch     Resale   Night Club     Total
           ----                   ------------   -------     -----     ------   ----------     -----
<S>                               <C>            <C>       <C>        <C>        <C>        <C>
Revenue from external customers    1,607,660       2,115     51,208     53,958    370,885    2,085,826
Operating loss                    (4,559,827)    (20,317)  (492,743)  (116,623)  (299,528)  (5,489,038)
Interest expense                      30,287                                 -                  30,287
Depreciation and amortization        292,600                 43,610          -     28,380      364,590
Income tax benefit                                                                                   -
Consulting services, non cash      2,806,530                                                 2,806,530
Expenditures to acquire long-
  lived assets                     1,512,998           -      3,732          -    165,697    1,682,427
Total long-lived assets, net
  of depreciation                  1,613,920                 20,163          -    134,362    1,768,445
Total assets                       3,455,464           -    209,585    107,910    185,341    3,958,300

</TABLE>


<TABLE>
<CAPTION>
                                      (1)          (2)        (3)       (4)        (6)
                                      IWI        Trident      Sea     Firearms
           2000                   Night sights   Gripper     Patch     Resale   Night Club     Total
           ----                   ------------   -------     -----     ------   ----------     -----
<S>                               <C>          <C>           <C>      <C>         <C>       <C>
Revenue from external customers      850,816     121,605                88,277               1,060,698
Operating loss                    (2,030,217)   (526,209)             (139,577)             (2,696,003)
Interest expense                      17,666                               500                  18,166
Depreciation and amortization        176,657      20,642                            2,442      199,741
Income tax benefit                                                                                   0
Consulting services, non cash        652,387                                                   652,387
Expenditures to acquire long-
  lived assets                       642,158     317,217                                       959,375
Total long-lived assets, net
  of depreciation                    635,406     301,599                           12,346      949,351
Total assets                       1,088,309   1,477,207     23,606    191,085    180,696    2,960,903

</TABLE>


                                       F-17

<PAGE>

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


12.      YEAR END ADJUSTMENTS

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









                                       F-18