-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q/XqGRh/1Y+7pZ59GU2vqThYwQQg/Ij+zw85n8Zqhkv+yPBshEGpBmWN9pkH8wNH MC+u1HZU9uW6ZGgqDEcFpg== 0001092306-03-000384.txt : 20030826 0001092306-03-000384.hdr.sgml : 20030826 20030826163254 ACCESSION NUMBER: 0001092306-03-000384 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030826 EFFECTIVENESS DATE: 20030826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY TECHNOLOGIES INC CENTRAL INDEX KEY: 0001090870 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 481110566 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108232 FILM NUMBER: 03866866 BUSINESS ADDRESS: STREET 1: 2700 W. SAHARA BOULEVARD STREET 2: SUITE 440 CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 702-248-1588 MAIL ADDRESS: STREET 1: 2700 W. SAHARA BOULEVARD STREET 2: SUITE 440 CITY: LAS VEGAS STATE: NV ZIP: 89102 S-8 1 forms8-21st.txt FORM S-8 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ 21ST CENTURY TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter NEVADA (State or other jurisdiction of Incorporation or organization) 48-11056 (I.R.S. Employer Identification Number) 21st CENTURY TECHNOLOGIES, INC. 2700 W. SAHARA BOULEVARD, SUITE 440 LAS VEGAS, NEVADA 89102 (702) 248-1588 (Telephone number, including area code of agent for service) Copy to: Jesse Cortez 2700 W. Sahara Boulevard Suite 440 Las Vegas, Nevada 89102 (702) 248-0799 CALCULATION OF REGISTGRATION FEE ________________________________________________________________________________ TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE TO BE REGISTERED AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTERED(1) PER SHARE (2) COMMON STOCK 12,000,000 $.03 $360,000.00 ($0.001 PAR VALUE) ________________________________________________________________________________ (1) Represents 12,000,000 shares of Common Stock to be issued to consultants as compensation for services rendered (2) Estimated solely for the purpose of determining the amount of registration fees and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1933. PART 1. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information Purposes: The Common Stock will be issued by the Company pursuant to an agreement entered into between the Consultants and the Company and approved by the Directors of the Company (the "Board of Directors"). The agreement is intended to provide a method whereby the Company may be stimulated by the personal involvement of the Consultants in the Company's business thereby advancing the interests of the Company and all of its shareholders. Common Stock: The Board has authorized the issuance of up to 12,000,000 shares of the Common Stock to the Consultants upon effectiveness of the Registration Statement. Consultants: The Consultants have agreed to provide their expertise and advice to the Company on a non-exclusive basis for the purpose of generally representing the Company with respect to certain legal matters. No Restriction on Transfer": Upon the shares being "Earned" pursuant to the terms of the Consultants' engagement agreements, the Consultants will become the record and beneficial owners of the shares of Common Stock upon issuance and delivery and are entitled to all of the rights of ownership, including the right to vote any shares awarded to receive ordinary cash dividends on the Common Stock. Tax Treatment to the Consultants: The Common Stock is not qualified under Section 401(a) of the Internal Revenue Code. The Consultants, therefore, will be deemed for federal income tax purposes to recognize ordinary income during the taxable year in which the first of the following events occurs: (a) the shares become freely transferable, or (b) the shares cease to be subject to a substantial risk of forfeiture. Accordingly, the Consultants will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since there will be no substantial risk of forfeiture or other restrictions on transfer. If, however, the Consultant receives shares of common stock pursuant to the exercises of an option or options at an exercise price below the fair market value of the shares on the date of the exercise, the difference between the exercise price and the fair market value of the stock on the date of exercise will be deemed ordinary income for federal tax purposes. The consultants are urged to consult their tax advisors on this matter. Further, if any recipient is an "affiliate", section 16(b) of the Exchange Act is applicable and will affect the issue of taxation. Tax Treatment to the Company: The amount income recognized by any recipient hereunder in accordance with the foregoing discussion will be an expense deductible by the Company for the federal income tax purposes in the taxable year of the Company during which the recipient recognizes income. Restrictions of Resales: In the event that an affiliate of the Company acquires shares of common stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. Further, in the even that any affiliate acquiring shares hereunder has sold or sells any shares of common stock in the six months preceding or following the receipt of shares hereunder, any so call "profit" as computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the recipient to the Company. Services rendered have recognized as valid consideration for the "purchase" of shares in connection with the "profit" computation under Section 16(b) of the Exchange Act. The Company has agreed that for the purpose of any "profit" computation under 16(b) the price paid for the common stock issued to affiliates is equal to the value of services rendered. Shares of Common tock acquired hereunder by persons other than affiliates are not subject to Section 16(b) of the Exchange Act. Documents Incorporated by Reference: The Company hereby incorporates (i)its annual report of Form 10-KSB for the year ended December 31, 2002, filed pursuant to Section 13 of Exchange Act; (ii) any and all Forms 10-QSB filed under the Securities or Exchange Act subsequent to any filed form 10-KSB, as well as all other reports filed under Section 13 of the Exchange Act; and (iii) its annual report, if any, to the shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange Act prior to the termination of this offering are deemed to incorporated by reference into this Prospectus and to be part hereof from the date of the filing. All documents which when taken together, constitute this Prospectus will be sent or given to participants by the Registrant as specified by Rule 428(b)(1) of the Securities Act. Item 2. Registrant Information: A copy of any document or part hereof incorporated by reference in this Registration Statement but not delivered with this Prospectus or any document required to be delivered pursuant to Rule 42(b) under the Securities Act will be furnished without charge upon written or oral request. Requests should be sent to 2700 W. Sahara Boulevard, Suite 440, Las Vegas, Nevada 89102. Jesse Cortez has rendered an opinion on the validity of the securities being registered. The Financial statements of 21st Century Technologies, Inc., by reference in the Company's Annual Report (Form 10-KSB) for the period ended December 21, 2002, have been audited by Turner, Stone and Company LLP, independent auditors, as set forth in their report incorporated herein by reference and are incorporated herein by reference and are incorporated herein in reliance upon such report given upon the authority of the firm as experts in auditing and accounting. Indemnification of Officers and Directors: Insofar as indemnification of liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the company, the company has been informed that in the opinion of the commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. The documents containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference: The following documents filed by 21st Century Technologies, Inc. (the "Company")) with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) The Company's annual report of Form 10-KSB for the fiscal year ended December 21, 2002, filed April 17, 2003, file number 000-29209. (b) The Company's Form 10-QSB for the quarter ended March 31, 2003, filed May 20, 2003 (c) The Company's Form 10-QSB for the quarter ended June 30, 2003, filed August 19, 2003. (d) Any document filed by the Company with the Commission pursuant to Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post effective amendment to this Registration Statement which indicates that all shares of common stock registered hereunder have been sold or that deregisters all such shares of common stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities: Not Applicable Item 5. Interests of Named Experts and Counsel: John Hopf, Hugh O'Neill and Kevin Romney do consulting work for 21st Century Technologies from time to time. Item 6. Indemnification for Directors and Officers: The Company's indemnification policy covering offers and directors, as contained in the by-laws, provides that the Company may indemnify its officers or directors for costs reasonably incurred in connection with civil, criminal, administrative and investigative proceedings. The Company may purchase indemnification insurance for officers and directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed: Not Applicable 1tem 8. Exhibits: The exhibits to this Registration Statement are listed in the index to Exhibits on Page 8. Item 9. Undertakings: (a) The undersigned registrant hereby undertakes: (1) To filed during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraph 1(I) and 1(ii) do not apply if the information required to included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities Being registered hereunder that remain unsold at the termination of the offering. (b) The undersigned company hereby undertakes that for purposes of determining any liability. Under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the even that a claim for indemnification against such liabilities (other than payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable ground to believe that it meets all of the requirements for filing a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada on August 22, 2003. 21st Century Technologies, Inc. by /s/ ARLAND D. DUNN _____________________________________ Arland D. Dunn, President and CEO POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: Each person whose signature appears below constitutes and appoints Arland D. Dunn, acting individually as his attorney-in-fact, each with full power of substitution and resubstitution, for him, in any and al capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ ARLAND D. DUNN President and CEO August 22, 2003 __________________ Arland D. Dunn INDEX TO EXHIBITS Exhibit Description No. 4.1 Advisory and Consulting Agreements 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of Turner, Stone & Company LLP 23.2 Consent of Counsel (Included as part of Exhibit 5.1) 24 Power of Attorney (Contained within Signature Page) Number of Shares and Options 12,000,000 EX-4 3 exhibit4-1.txt EXHIBIT 4.1 - ADVISORY AND CONSULTING AGREEMENTS EXHIBIT 4.1 CONSULTANT AGREEMENT Consultant Agreement, made as of August 22, 2003 between 21st Century Technologies Inc. having his principal place of business located at 2700 W. Sahara Boulevad, Suite 440, Las Vegas, NV 89102 and Kevin Romney, a private corporate consultant, whose principal place of business located at 2206 Versailles, Henderson, Nevada 89074. WHEREAS, the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the Consultant is willing to provide its services to the Corporation for the period under the terms and conditions hereinafter provided. NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Engagement The Corporation agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by the Corporation in connection with the operation of the business and affairs of the Corporation, for period commencing on August 13, 2003 and ending on 0ctober 13, 2003. The period during which Consultant shall serve in such capacity shall be deemed the "Engagement Period" and shall hereinafter be referred to as such. 2. SERVICES 2.1 The Consultant shall render to the Corporation the services described below, with respect to which the Consultant shall apply his best efforts and devote such time as shall be reasonably necessary to perform his duties hereunder and advance the interests of the Corporation. The Consultant shall report to the chief executive officer of the Corporation and to such persons as the chief executive officer shall direct. 2.2 The services to be rendered by the Consultant to the Corporation shall under no circumstances include the following: 1. Any activities which could be deemed by the Securities and Exchange Commission to constitute investment banking or any other activities required the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934. 2. Any activities which could be deemed to be in connection with the offer or sale of securities in a capital-raising transaction. 1 2.3 The services to be rendered by the Consultant to the Corporation shall consist of the following: 2.4 CORPORATE PLANNING 1. Develop an in-depth familiarization with the Corporation's business objectives and bring to its attention potential or actual opportunities that meet those objectives or logical extensions thereof. 2. Alert the Corporation to new or emerging high potential forms of production and distribution that could either be acquired or developed internally. 3. Comment on the Corporation's corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, operational viability, etc. 4. Identify prospective suitable merger or acquisition partners for the Corporation, perform appropriate diligence investigations with respect thereto, advise the Corporation with respect to the desirability of pursuing such prospects, and assist the Corporation in any negotiations which may ensue therefrom. 2.5 BUSINESS STRATEGIES 1. Evaluate business strategies and recommend changes where appropriate. 2. Critically evaluate the Corporation's performance in view of its corporate planning and business objectives. 3. COMPENSATION For the services and duties to be rendered and performed by the Consultant during the Engagement Period and in consideration of the Consultant's having entered into his agreement, 21st Century Technologies (TFCT) agrees to issue to the Consultant 2,000,000 shares of TFCT Common Stock (the "Consulting Stock") pursuant to an S-8 registration statement to be filed by the company within 10 business days from the execution of this contract. 2 4. Secrets Consultant agrees that any trade secrets or any other like information of value relating to the business of the Corporation or any of its affiliates has an ownership interest of more than twenty-five percent (25%), including but not limited to, information relating to inventions, disclosures, processes, systems, methods, formulae, patents, patent application, machinery, materials, research activities and plans, costs of production, contract forms, prices volume of sales, promotional methods, list of names or classes of customers, which he has heretofore acquired during his engagement by the Corporation or any of its affiliates or which he may hereafter acquire during the Engagement Period as the result of any disclosures to him, or in any other way, shall be regarded as held by the Consultant in a fiduciary capacity solely for the benefit of the Corporation, its successors or assigns, and shall not at any time, either during the term of this Agreement or thereafter, be disclosed, divulged, furnished, or made accessible by the Consultant to anyone, or be otherwise used by his except in the regular course of business of the Corporation or its affiliates. 5. Assignment This Agreement may be assigned by the Corporation as part of the sale of substantially all of its business, provided, however, that the purchaser shall expressly assume all obligations of the Corporation under this Agreement. Further, this Agreement may be assigned by the Corporation to an affiliate, provided that any such affiliate shall expressly assume all obligation of the Corporationunder this Agreement, and provided further that the Corporation shall then fully guarantee the performance of the Agreement by such affiliate. Consultant agrees that if this Agreement is so assigned, all the terms and conditions of this Agreement shall be between assignee and himself with the same force and effect as if said Agreement had been made with such assignee in the first instance. This Agreement shall not be assigned by the Consultant without the express written consent of the Corporation. 6. SURVIVAL OF CERTAIN AGREEMENTS The covenants and agreements set forth in Article 4 and Article 5 shall survive the expiration of the Engagement Period and shall all survive termination of this Agreement and remain in full force and effect regardless of the cause of such termination. 7. NOTICES 7.1 All notices permitted to be given hereunder shall be delivered by hand, telecopier, or recognized courier service to the party to whom such notice is required or permitted to be given hereunder. Any notices delivered to the address designated for such delivery by such party, notwithstanding the refusal of such party or other person to accept such delivery. 7.2 Any notice to the Corporation or to any assignee of the Corporation shall be addressed as follows: 2700 W. Sahara Boulevard, Suite 440, Las Vegas NV 89102. 3 7.3 Any notice to Consultant shall be addressed as follows: 2206 Versailles, Henderson, Nevada 89074 7.4 Either party may change the address to which notice is to be addressed, by notice as provided herein. 8. APPLICABLE LAW This Agreement shall be interpreted and enforced in accordance with the laws of New York. 9. INTERPRETATION Whenever possible, each Article of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any Article is unenforceable or invalid under such law, such Article shall be ineffective only to the extent of such unenforceability or invalidity, and the remainder of such Article and the balance of this Agreement shall in such event continue to be binding and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed the above Agreement as of the day and year first above written: 21st Century Technologies, Inc. By: /s/ ARLAND D. DUNN __________________________ Arland D. Dunn, President /s/ KEVIN ROMNEY __________________________ Kevin Romney 4 CONSULTANT AGREEMENT Consultant Agreement, made as of August 22, 2003 between 21st Century Technologies Inc. having his principal place of business located at 2700 W. Sahara Boulevad, Suite 440, Las Vegas, NV 89102 and Hugh O'Neill, a private corporate consultant, whose principal place of business located at BCM Cape Building, Leeward Highway, Providenciales, Turks and Caicos Islands. WHEREAS, the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the Consultant is willing to provide its services to the Corporation for the period under the terms and conditions hereinafter provided. NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Engagement The Corporation agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by the Corporation in connection with the operation of the business and affairs of the Corporation, for period commencing on August 13, 2003 and ending on 0ctober 13, 2003. The period during which Consultant shall serve in such capacity shall be deemed the "Engagement Period" and shall hereinafter be referred to as such. 2. SERVICES 2.1 The Consultant shall render to the Corporation the services described below, with respect to which the Consultant shall apply his best efforts and devote such time as shall be reasonably necessary to perform his duties hereunder and advance the interests of the Corporation. The Consultant shall report to the chief executive officer of the Corporation and to such persons as the chief executive officer shall direct. 2.2 The services to be rendered by the Consultant to the Corporation shall under no circumstances include the following: 1. Any activities which could be deemed by the Securities and Exchange Commission to constitute investment banking or any other activities required the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934. 2. Any activities which could be deemed to be in connection with the offer or sale of securities in a capital-raising transaction. 5 2.3 The services to be rendered by the Consultant to the Corporation shall consist of the following: 2.4 CORPORATE PLANNING 1. Develop an in-depth familiarization with the Corporation's business objectives and bring to its attention potential or actual opportunities that meet those objectives or logical extensions thereof. 2. Alert the Corporation to new or emerging high potential forms of production and distribution that could either be acquired or developed internally. 3. Comment on the Corporation's corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, operational viability, etc. 4. Identify prospective suitable merger or acquisition partners for the Corporation, perform appropriate diligence investigations with respect thereto, advise the Corporation with respect to the desirability of pursuing such prospects, and assist the Corporation in any negotiations which may ensue therefrom. 2.5 BUSINESS STRATEGIES 1. Evaluate business strategies and recommend changes where appropriate. 2. Critically evaluate the Corporation's performance in view of its corporate planning and business objectives. 3. COMPENSATION For the services and duties to be rendered and performed by the Consultant during the Engagement Period and in consideration of the Consultant's having entered into his agreement, 21st Century Technologies (TFCT) agrees to issue to the Consultant 2,000,000 shares of TFCT Common Stock (the "Consulting Stock") pursuant to an S-8 registration statement to be filed by the company within 10 business days from the execution of this contract. 6 4. Secrets Consultant agrees that any trade secrets or any other like information of value relating to the business of the Corporation or any of its affiliates has an ownership interest of more than twenty-five percent (25%), including but not limited to, information relating to inventions, disclosures, processes, systems, methods, formulae, patents, patent application, machinery, materials, research activities and plans, costs of production, contract forms, prices volume of sales, promotional methods, list of names or classes of customers, which he has heretofore acquired during his engagement by the Corporation or any of its affiliates or which he may hereafter acquire during the Engagement Period as the result of any disclosures to him, or in any other way, shall be regarded as held by the Consultant in a fiduciary capacity solely for the benefit of the Corporation, its successors or assigns, and shall not at any time, either during the term of this Agreement or thereafter, be disclosed, divulged, furnished, or made accessible by the Consultant to anyone, or be otherwise used by his except in the regular course of business of the Corporation or its affiliates. 5. Assignment This Agreement may be assigned by the Corporation as part of the sale of substantially all of its business, provided, however, that the purchaser shall expressly assume all obligations of the Corporation under this Agreement. Further, this Agreement may be assigned by the Corporation to an affiliate, provided that any such affiliate shall expressly assume all obligation of the Corporationunder this Agreement, and provided further that the Corporation shall then fully guarantee the performance of the Agreement by such affiliate. Consultant agrees that if this Agreement is so assigned, all the terms and conditions of this Agreement shall be between assignee and himself with the same force and effect as if said Agreement had been made with such assignee in the first instance. This Agreement shall not be assigned by the Consultant without the express written consent of the Corporation. 6. SURVIVAL OF CERTAIN AGREEMENTS The covenants and agreements set forth in Article 4 and Article 5 shall survive the expiration of the Engagement Period and shall all survive termination of this Agreement and remain in full force and effect regardless of the cause of such termination. 7. NOTICES 7.1 All notices permitted to be given hereunder shall be delivered by hand, telecopier, or recognized courier service to the party to whom such notice is required or permitted to be given hereunder. Any notices delivered to the address designated for such delivery by such party, notwithstanding the refusal of such party or other person to accept such delivery. 7.2 Any notice to the Corporation or to any assignee of the Corporation shall be addressed as follows: 2700 W. Sahara Boulevard, Suite 440, Las Vegas NV 89102. 7 7.3 Any notice to Consultant shall be addressed as follows: 2206 Versailles, Henderson, Nevada 89074 7.4 Either party may change the address to which notice is to be addressed, by notice as provided herein. 8. APPLICABLE LAW This Agreement shall be interpreted and enforced in accordance with the laws of New York. 9. INTERPRETATION Whenever possible, each Article of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any Article is unenforceable or invalid under such law, such Article shall be ineffective only to the extent of such unenforceability or invalidity, and the remainder of such Article and the balance of this Agreement shall in such event continue to be binding and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed the above Agreement as of the day and year first above written: 21st Century Technologies, Inc. By: /s/ ARLAND D. DUNN __________________________ Arland D. Dunn, President /s/ HUGH O'NEILL __________________________ Hugh O'Neill 8 CONSULTANT AGREEMENT Consultant Agreement, made as of August 22, 2003 between 21st Century Technologies Inc. having his principal place of business located at 2700 W. Sahara Boulevad, Suite 440, Las Vegas, NV 89102 and John Hopf, a private corporate consultant, whose principal place of business located at 66 Harris Road, Katonah, NY 10536. WHEREAS, the Corporation wishes to assure itself of the services of the Consultant for the period provided in this Agreement, and the Consultant is willing to provide its services to the Corporation for the period under the terms and conditions hereinafter provided. NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Engagement The Corporation agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by the Corporation in connection with the operation of the business and affairs of the Corporation, for period commencing on August 13, 2003 and ending on 0ctober 13, 2003. The period during which Consultant shall serve in such capacity shall be deemed the "Engagement Period" and shall hereinafter be referred to as such. 2. SERVICES 2.1 The Consultant shall render to the Corporation the services described below, with respect to which the Consultant shall apply his best efforts and devote such time as shall be reasonably necessary to perform his duties hereunder and advance the interests of the Corporation. The Consultant shall report to the chief executive officer of the Corporation and to such persons as the chief executive officer shall direct. 2.2 The services to be rendered by the Consultant to the Corporation shall under no circumstances include the following: 1. Any activities which could be deemed by the Securities and Exchange Commission to constitute investment banking or any other activities required the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934. 2. Any activities which could be deemed to be in connection with the offer or sale of securities in a capital-raising transaction. 9 2.3 The services to be rendered by the Consultant to the Corporation shall consist of the following: 2.4 CORPORATE PLANNING 1. Develop an in-depth familiarization with the Corporation's business objectives and bring to its attention potential or actual opportunities that meet those objectives or logical extensions thereof. 2. Alert the Corporation to new or emerging high potential forms of production and distribution that could either be acquired or developed internally. 3. Comment on the Corporation's corporate development including such factors as position in competitive environment, financial performances vs. competition, strategies, operational viability, etc. 4. Identify prospective suitable merger or acquisition partners for the Corporation, perform appropriate diligence investigations with respect thereto, advise the Corporation with respect to the desirability of pursuing such prospects, and assist the Corporation in any negotiations which may ensue therefrom. 2.5 BUSINESS STRATEGIES 1. Evaluate business strategies and recommend changes where appropriate. 2. Critically evaluate the Corporation's performance in view of its corporate planning and business objectives. 3. COMPENSATION For the services and duties to be rendered and performed by the Consultant during the Engagement Period and in consideration of the Consultant's having entered into his agreement, 21st Century Technologies (TFCT) agrees to issue to the Consultant 2,000,000 shares of TFCT Common Stock (the "Consulting Stock") pursuant to an S-8 registration statement to be filed by the company within 10 business days from the execution of this contract. 10 4. Secrets Consultant agrees that any trade secrets or any other like information of value relating to the business of the Corporation or any of its affiliates has an ownership interest of more than twenty-five percent (25%), including but not limited to, information relating to inventions, disclosures, processes, systems, methods, formulae, patents, patent application, machinery, materials, research activities and plans, costs of production, contract forms, prices volume of sales, promotional methods, list of names or classes of customers, which he has heretofore acquired during his engagement by the Corporation or any of its affiliates or which he may hereafter acquire during the Engagement Period as the result of any disclosures to him, or in any other way, shall be regarded as held by the Consultant in a fiduciary capacity solely for the benefit of the Corporation, its successors or assigns, and shall not at any time, either during the term of this Agreement or thereafter, be disclosed, divulged, furnished, or made accessible by the Consultant to anyone, or be otherwise used by his except in the regular course of business of the Corporation or its affiliates. 5. Assignment This Agreement may be assigned by the Corporation as part of the sale of substantially all of its business, provided, however, that the purchaser shall expressly assume all obligations of the Corporation under this Agreement. Further, this Agreement may be assigned by the Corporation to an affiliate, provided that any such affiliate shall expressly assume all obligation of the Corporationunder this Agreement, and provided further that the Corporation shall then fully guarantee the performance of the Agreement by such affiliate. Consultant agrees that if this Agreement is so assigned, all the terms and conditions of this Agreement shall be between assignee and himself with the same force and effect as if said Agreement had been made with such assignee in the first instance. This Agreement shall not be assigned by the Consultant without the express written consent of the Corporation. 6. SURVIVAL OF CERTAIN AGREEMENTS The covenants and agreements set forth in Article 4 and Article 5 shall survive the expiration of the Engagement Period and shall all survive termination of this Agreement and remain in full force and effect regardless of the cause of such termination. 7. NOTICES 7.1 All notices permitted to be given hereunder shall be delivered by hand, telecopier, or recognized courier service to the party to whom such notice is required or permitted to be given hereunder. Any notices delivered to the address designated for such delivery by such party, notwithstanding the refusal of such party or other person to accept such delivery. 7.2 Any notice to the Corporation or to any assignee of the Corporation shall be addressed as follows: 2700 W. Sahara Boulevard, Suite 440, Las Vegas NV 89102. 11 7.3 Any notice to Consultant shall be addressed as follows: 2206 Versailles, Henderson, Nevada 89074 7.4 Either party may change the address to which notice is to be addressed, by notice as provided herein. 8. APPLICABLE LAW This Agreement shall be interpreted and enforced in accordance with the laws of New York. 9. INTERPRETATION Whenever possible, each Article of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any Article is unenforceable or invalid under such law, such Article shall be ineffective only to the extent of such unenforceability or invalidity, and the remainder of such Article and the balance of this Agreement shall in such event continue to be binding and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed the above Agreement as of the day and year first above written: 21st Century Technologies, Inc. By: /s/ ARLAND D. DUNN __________________________ Arland D. Dunn, President /s/ JOHN HOPF __________________________ John Hopf 12 EX-5 4 exhibit5-1.txt EXHIBIT 5.1 - OPTION OF COUNSEL EXHIBIT 5.1 The Law Offices of Jesse Cortez Jesse Cortez Attorney at Law Bank West of Nevada Building 440 W. Sahara Boulevard Fourth Floor, Suite 440 Las Vegas, Nevada 89102 Office: (702) 248-0799 Fax: (702) 248-1501 LICENSED IN CALIFORNIA ONLY August 22, 2003 21st Century Technologies, Inc. Re: Opinion of Counsel - Registration Statement on Form S-8 Gentleman: I have acted as counsel 21st Century Technologies, Inc (the "Company"), in connection with the preparation and filing of the Company's Registration Statement on Form S-8 under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to 12,000,000 shares of the Company's common stock, .001 par value, (the "Common Stock"), issuable pursuant to the Company's Advisory and Consultants Agreement, (the "Plan"). I have examined the Certificate of Incorporation, as amended, and the By-Laws of the Company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. Based on the foregoing examination, I am of the opinion that the shares of Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable. Further, I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ JESSE CORTEZ ________________ Jesse Cortez EX-23 5 exhibit23-1.txt EXHIBIT 23.1-CONSENT OF TURNER, STONE & CO. LLP EXHIBIT 23.1 Turner, Stone & Company Certified Public Accountants A Registered Limited Liability Partnership 12700 Park Central Dr., Suite 1610 Dallas, TX 75251 Telephone (972) 239-1660 Facsimile (972) 239-1665 www.turnerstone.com Member Member American Institute of Texas Society Certified Public Accountants Certified Public Accountants and Its Private Companies Practice Section SEC Practice Section The Board of Directors and Stockholders 21st Century Technologies, Inc. and Subsidiaries Las Vegas, Nevada We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 11, 2003 on our audit of the consolidated financial statements of 21st Century Technologies, Inc. as of December 31, 2002 and for the year then ended. /s/ Turner, Stone & Co., LLP _____________________________ Turner, Stone & Co., LLP Certified Public Accountants Dallas, Texas August 25, 2003 -----END PRIVACY-ENHANCED MESSAGE-----