-----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, RcxXEAL7JZIwCzqBG0oqdHO97o8Dz06K1cyzulvctN+/JNkDsQM5wW5vsV031gpD VaYh+ghfb9O1wEXxKoP65g== 0001092306-04-000856.txt : 20041115 0001092306-04-000856.hdr.sgml : 20041115 20041115152048 ACCESSION NUMBER: 0001092306-04-000856 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 814-00637 FILM NUMBER: 041144699 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 10-Q 1 form10qsb093004.txt FORM 10-Q FOR THE PERIOD ENDING 09-30-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _________________ to _________________ Commission file number: 000-29209 21ST CENTURY TECHNOLOGIES, INC. _________________________________________________________________ (Exact name of small business issuer as specified in its charter) Nevada 48-1110566 ____________________________________ _________________________________ (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 2700 W. Sahara Blvd., Suite 440, Las Vegas, NV 89102 ________________________________________________________________ (Address of principal executive offices) (702) 248-1588 ___________________________ (Issuer's telephone number) ________________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 736,161,554 as of November 8, 2004. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] 21ST CENTURY TECHNOLOGIES, INC FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2004 PART I. FINANCIAL INFORMATION In this Quarterly Report, the "Company", "21st", "we", "us" and "our" refer to 21st Century Technologies, Inc and its wholly owned portfolio companies unless the context otherwise requires. SELECTED FINANCIAL AND OTHER DATA The selected financial and other data below should be read in conjunction with our "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements (unaudited) and notes thereto.
NINE MONTHS ENDED SEPTEMBER 30, _______________________________ 2004 2003 ___________ ___________ INCOME STATEMENT DATA: Operating income $ 1,651,311 $ 467,050 Net operating income before investment gains and (losses) 259,094 (1,481,229) Net income/Net increase (decrease) in stockholders' equity resulting from earnings 1,925,061 (1,615,527) Increase(decrease) in stockholders' equity resulting from non-operating charges (2,149,291) 0 PER COMMON SHARE DATA: Earnings per common share basic and diluted $ 0.00 $ 0.00 Net operating income before investment gains and losses per common share basic and diluted 0.00 0.00 Net asset value per common share (a) 0.021 0.00 Dividends declared per common share 0.000 0.00 SELECTED PERIOD-END BALANCES: Total investment portfolio $16,233,093 $ 0.00 Total assets 17,659,958 2,880,041 Borrowings 1,728,985 1,327,266 Number of Portfolio Companies 9 7 Number of employees 156 21 (a) Based on common shares outstanding at period-end
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 21ST CENTURY TECHNOLOGIES, INC. BALANCE SHEET SEPTEMBER 30, 2004 (UNAUDITED) September 30, 2004 __________________ ASSETS INVESTMENTS: Investments in equity securities, at fair value (cost of $6,593,695) $ 10,076,800 Investments in and advances to controlled companies, at fair value (cost of $7,992,925) 2,853,300 Commercial loans, at fair value (cost of $3,297,619) 3,302,993 ____________ Total investments 16,233,093 Cash and cash equivalents 1,100,135 RECEIVABLES: Investment advisory and management fees 125,000 Interest and dividends 125,690 Other Assets 76,040 ____________ Total Assets $ 17,659,958 ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Accounts Payable and accrued liabilities $ 299,401 Notes payable, controlled companies 1,228,430 Lawsuit Settlement 3,500,000 Notes payable, others 201,154 ____________ Total Liabilities 5,228,985 ____________ Commitments and contingencies - STOCKHOLDERS' EQUITY: Preferred stock, Series A, $.001 par value, 1,200,000 shares authorized, no shares issued and outstanding - Preferred stock, Series B, $.001 par value, 1,200,000 shares authorized, issued and outstanding 1,200 Preferred stock, Series C, $.001 par value, 15,000,000 shares authorized, issued and outstanding 15,000 Preferred stock, Series D, $1 stated value, 1,000,000 shares authorized, 10,000 shares issued and outstanding 10,000 Common stock, $.001 par value, 750,000,000 shares authorized, 592,161,554 shares issued and outstanding 592,162 Additional paid in capital 27,081,506 Common stock subscriptions receivable - Accumulated deficit (13,617,749) Unrealized appreciation (depreciation) on investments (1,651,146) ____________ Total stockholders' equity 12,430,973 ____________ $ 17,659,958 ============ 21ST CENTURY TECHNOLOGIES, INC. BALANCE SHEET SEPTEMBER 30, 2003 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 875,884 Accounts Receivable, Net 75,169 Stock Subscription Receivable 673,522 Inventories 525,832 Prepaid Expenses 32,752 Advances to Stockholders 77,418 ___________ Total Current Assets 2,260,577 Property, Plant, and Equipment, Net 121,706 Other Assets, Net 497,758 ___________ TOTAL ASSETS $ 2,880,041 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable-trade $ 128,269 Accounts Payable-other 456,604 ___________ Total Current Liabilities 584,873 OTHER LIABILITIES: Notes Payable-Stockholder 505,853 Notes Payable 236,540 ___________ Total Other Liabilities 742,393 ___________ TOTAL LIABILITIES: 1,327,266 STOCKHOLDERS' EQUITY: Preferred stock, issued and Outstanding: Series B--1,200,000 shares and 0 shares; Series C --15,000,000 shares and 0 at $.001 par value at September 30, 2003 and 2002 16,200 Common Stock, issued 233,220,101 and 1,999,271 and outstanding shares at $.001 par value at September 30, 2003 233,220 Paid in Capital 16,377,018 Retained Earnings (Deficit) (15,073,663) Treasury Stock 0 Stock Subscriptions 0 ___________ Total stockholders' Equity 1,552,775 ___________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,880,041 =========== See Notes to Financial Statements
21ST CENTURY TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (UNAUDITED) 3 MONTHS 3 MONTHS 9 MONTHS 9 MONTHS ENDED ENDED ENDED ENDED 9/30/2004 9/30/2003 9/30/2004 9/30/2003 ___________ ___________ ___________ ___________ OPERATING INCOME: Manufacturing and other revenues 0 140,127 0 467,050 Investment Income 182,078 0 526,311 0 Investment advisory and Management fees 355,000 0 1,125,000 ___________ ___________ ___________ ___________ Total Operating Income 537,078 140,127 1,651,311 467,050 Direct cost of sales 0 106,251 0 364,084 ___________ ___________ ___________ ___________ Gross Profit 537,078 33,876 1,651,311 102,966 OPERATING EXPENSES: Interest Expense 19,035 3,975 51,042 35,958 Advertising and selling 745 24,325 29,439 70,314 Compensation costs 235,367 118,391 567,800 303,932 General and administrative 307,769 541,700 736,589 1,046,872 Depreciation & amortization (13,338) 52,110 7,347 163,076 ___________ ___________ ___________ ___________ Total Operating Expenses 549,578 740,501 1,392,217 1,620,152 ___________ ___________ ___________ ___________ Net operating income (loss)/ Investment income (losss) before investment gains and losses (12,500) (706,625) 259,094 (1,517,186) Other income (14,574) 0 (28,778) 112,590 Loss on sale of assets 0 0 0 (210,930) Net change in unrealized appreciation/ depreciation on investments (281,680) 0 1,694,745 0 Income(loss) from continuing operations before income tax (308,754) (706,625) 1,925,061 (1,615,526) Lawsuit Settlement Expense (3,500,000) 0 (3,500,000) 0 Loss on Abandoned Projects (574,352) 0 (574,352) 0 Income tax provision(benefit) 0 0 0 0 Income (loss) from continuing operations (4,383,106) (706,625) (2,149,291) (1,615,526) Net increase (decrease) in stockholders' equity resulting from net income(loss) (4,383,106) (706,625) (2,149,291) (1,615,526) Earnings per Common Share, basic & diluted 0 0 0 0 Cash dividends declared per share 0 0 0 0 Weighted Average common shares outstanding 545,319,277 144,792,761 545,319,277 144,792,761 Weighted Average common shares outstanding-- fully diluted 560,319,277 159,792,761 560,319,277 159,792,761 The accompanying notes are an integral part of these financial statements
21ST CENTURY TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, ___________________________ 2004 2003 ___________ ___________ OPERATING ACTIVITIES $ 587,459 $(1,251,031) Net cash provided by (used in) operating 587,459 (1,251,031) INVESTING ACTIVITIES Repayment of Commercial Loans 275,000 Investment in Equity Securities (2,018,766) Investments in Commercial Loans (1,610,348) Proceeds from Sale of Assets 750,000 Repayment of Stockholder Advances 3,375 Advances to Stockholders (85,377) Net cash provided by (used in) investing (3,354,114) 667,998 FINANCING ACTIVITIES Issuance of common stock, net of costs 2,595,337 1,107,914 Repayment of Notes (86,071) (6,566) Repayment of stockholder advances (443,611) (231,238) Advances from Stockholders 443,886 Net cash (used in) provided by financing 2,065,655 1,458,917 Increase (decrease) in cash and cash equivalents (701,000) 875,884 Cash and cash equivalents at beginning of period 1,796,294 0 Cash and cash equivalents at end of period $ 1,095,294 $ 875,884
The accompanying notes are an integral part of these financial statements
21ST CENTURY TECHNOLOGIES, INC. SCHEDULE OF INVESTMENTS Title of Security September 30, 2004 Portfolio Company Industry Held by Company Fair Value Cost Investments in equity securities: Jane Butel Corporation Food Services Common Stock 8.90% $ 461,800 $ 533,695 TransOne, Inc. Financial Services Common Stock 16.20% 4,140,000 585,000 DLC Construction, Inc. Construction Common Stock 24.00% 175,000 175,000 Pacific Development, Inc. Real Estate Series B Preferred 15.38% 5,300,000 5,300,000 ___________________________ 10,076,800 6,593,695 ___________________________ Investments in and advances to controlled companies: Paramount MultiServices, Inc. Financial Services Common Stock 100% 1,428,000 1,478,105 Prizewise, Inc. Technologies Common Stock 51% 367,300 427,332 Innovative Weaponry, Inc. Manufacturing Common Stock 100% 181,000 3,553,308 Trident Technologies, Inc. Manufacturing Common Stock 100% 719,000 2,061,365 Griffon USA, Inc. Inactive Common Stock 100% 9,000 398,326 Hallmark Human Resources, Inc. Inactive Common Stock 100% 45,000 51,489 Trade Partners International, Inc. Inactive Common Stock 100% 48,000 1,000 Net Construction, Inc. Inactive Common Stock 100% 8,000 21,000 U.S. Optics Technologies, Inc. Inactive Common Stock 100% 48,000 1,000 ___________________________ 2,853,300 7,992,925 ___________________________ Commercial loans: City Wide Funding, Inc. Financial Services Debt 1,551,438 1,546,064 1920 Bel Air, LLC Real Estate Debt 900,000 900,000 TransOne, Inc. Financial Services Debt 533,788 533,788 Four unrelated individuals N/A Debt 317,767 317,767 ___________________________ 3,302,993 3,297,619 ___________________________ Total investments 16,233,093 17,884,239 =========================== The accompanying notes are an integral part of the financial statements
21ST CENTURY TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. DESCRIPTION OF BUSINESS AND UNAUDITED INTERIM FINANCIAL STATEMENTS BASIS OF PRESENTATION 21st Century Technologies, Inc. ("21st" or the "Company" or "we" or "us" or "our") is a solutions-focused financial services company that provides financing and advisory services to companies throughout the United States. The Company is an internally managed, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940, as amended. The Company did not elect to be treated for federal income tax purposes as a regulated investment company under the Internal Revenue Code with the filing of our corporate income tax return for 2003. Interim financial statements of 21st are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods, have been included. The current period's results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim unaudited financial statements and notes thereto, which have been reviewed by our independent accountants, should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended December 31, 2003, as filed with the SEC. The accompanying financial statements reflect the accounts of 21st Century Technologies, Inc., and the related results of operations. In accordance with Article 6 of Regulation S-X under the Securities Act of 1933 and Securities Exchange Act of 1934, the Company does not consolidate portfolio company investments in which the Company has a controlling interest. NOTE 2. INVESTMENTS 21st Century changed to a Business Development Company, effective October 1, 2003. Therefore, the prior periods are no longer directly comparable and we have chosen to compare our investment growth with the most directly comparable period. As of September 30, 2004 and December 31, 2003, investments consisted of the following:
SEPTEMBER 30, 2004 December 31, 2003 ___________________________ ___________________________ COST FAIR VALUE Cost Fair Value ___________ ___________ ___________ ___________ Commercial loans $ 3,297,619 $ 3,302,993 $ 1,692,645 $ 1,692,645 Investments in equity securities 6,593,695 10,076,800 5,625,000 6,430,000 Investments in and advances to Portfolio Companies 7,992,925 2,853,300 6,467,320 2,316,430 ___________________________ ___________________________ Total $17,884,239 $16,233,093 $13,784,965 $10,439,075 =========================== ===========================
21st's customer base includes primarily small- and medium-sized private companies in various industry sectors. The proceeds of the loans to these companies are generally used for buyouts, growth, acquisitions, liquidity, refinancings and restructurings. In addition, we may occasionally make loans to individuals who are principals in these companies where the proceeds are used for or in connection with the operations or capitalization of such companies. The company's loans generally have stated maturities at origination that range from 3 months to 5 years. Customers typically pay an origination fee based on a percentage of the commitment amount. They also often pay a management advisory fee. At September 30, 2004, some loans had associated equity interests or other provisions designed to provide the Company with an enhanced internal rate of return. These equity and equity-like instruments generally do not produce a current return, but are held for potential investment appreciation and capital gains. In some cases, some or all of the deferred interest may be exchanged as the exercise price for the option to purchase warrants. The equity interests and warrants and options to purchase warrants often include registration rights, which allow 21st to register the securities after public offerings. The composition of 21st's portfolio of publicly and non-publicly traded investments as of September 30, 2004 and December 31, 2003 at cost and fair value was as follows excluding unearned income:
SEPTEMBER 30, 2004 December 31, 2003 _______________________________ _______________________________ INVESTMENTS PERCENTAGE OF Investments Percentage of AT COST TOTAL PORTFOLIO at Cost Total Portfolio _______________________________ _______________________________ Debt $ 3,297,619 18.4% $ 1,692,645 12.3% Equity 6,593,695 36.7% 5,625,000 40.8% Investments in and advances to controlled companies 7,992,925 44.9% 6,467,320 46.9% ______________________________________________________________ Total $17,884,239 100.0% $13,784,965 100.0% ============================================================== SEPTEMBER 30, 2004 December 31, 2003 ________________________________ ________________________________ INVESTMENTS PERCENTAGE OF Investments Percentage of AT FAIR VALUE TOTAL PORTFOLIO at Fair Value Total Portfolio ________________________________ ________________________________ Debt $ 3,302,993 20.3% $ 1,692,645 16.2% Equity 10,076,800 62.1% 6,430,000 61.6% Investments in and advances to controlled companies 2,853,300 17.6% 2,316,430 22.2% ______________________________________________________________ Total $16,233,093 100.0% $10,439,075 100.0% ============================================================== Set forth below are tables showing the composition of 21st's portfolio by industry sector at cost and fair value at September 30, 2004 and December 31, 2003 excluding unearned income: SEPTEMBER 30, 2004 December 31, 2003 _______________________________ _______________________________ INVESTMENTS PERCENTAGE OF Investments Percentage of AT COST TOTAL PORTFOLIO at Cost Total Portfolio _______________________________ _______________________________ Food Services $ 533,695 5.2% $ 200,000 1.4% Financial Services 3,609,169 20.2% 531,878 3.9% 0 0% Real Estate 6,200,000 34.7% 6,550,000 47.5% Other 7,141, 375 39.9% 6,503,087 47.2% ______________________________________________________________ Total $17,884,239 100.0% $13,784,965 100.0% ============================================================== SEPTEMBER 30, 2004 December 31, 2003 ________________________________ ________________________________ INVESTMENTS PERCENTAGE OF Investments Percentage of AT FAIR VALUE TOTAL PORTFOLIO at Fair Value Total Portfolio ________________________________ ________________________________ Food Services 461,800 2.9% 200,000 1.9% Financial Services 7,119,458 43.9% 1,336,878 12.8% Entertainment 0 0% Real Estate 6,200,000 38.2% 6,550,000 62.8% Other 2,441,835 15.0% 2,352,197 22.5% ______________________________________________________________ Total $16,233,093 100.0% $10,439,075 100.0% ==============================================================
NOTE 3. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the six months ended September 30, 2004 and 2003: NINE MONTHS ENDED SEPTEMBER 30 (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) 2004 2003 ____________ ____________ BASIC Net income/Net increase in stockholders' equity resulting from earnings $ (4,383,106) $ (1,615,527) Weighted average common shares outstanding 545,319,277 189,006,431 Earnings per common share-basic $ 0.00 $ 0.00 DILUTED Net income/Net increase in stockholders' equity resulting from earnings $ (4,383,106) $ (1,615,527) Weighted average common shares outstanding 560,319,277 204,006,431 Earnings per common share-diluted 0.00 0.00 NOTE 4. CONTINGENCIES On February 20, 2004, in Case No. 02-1927 RGK, in the United States District Court for the Central District of California, in a case styled Bike Doctor, a California Partnership -vs- 21st Century Technologies, Inc., Kenneth E. Wilson and Scott Sheppard, a judgment was entered against the Company for $145,000, together with interest and costs. The judgment arises out of a Motion for Summary Judgment filed by the Plaintiff. The Company has given notice of appeal to the 9th Circuit Court of Appeals. Counsel for the Company is reviewing the record to determine the efficacy of grounds for appeal. We have not accrued any loss accrual due to the appeals process, because in the opinion of management, the loss is not probable. From time to time, we may also be a party to certain legal proceedings incidental to the normal course of our business including disputes under contracts. While the outcome of legal proceedings cannot be predicted with certainty, we do not expect that any proceedings will have a material effect upon our financial condition or results of operations. NOTE 5. WRITE OFF OF NON PRODUCTIVE INVESTMENTS During the third quarter, it was determined that Credit Card Financial Corporation, American Impersonators, Inc. and Prime Time, Inc. were no longer viable entities. Therefore, the investment in these three corporations was written off against income in this quarter. NOTE 6. SUBSEQUENT EVENTS Subsequent to the date of these financials, the first payment was made to Patricia Wilson which reduced the outstanding amount of the Settlement. The balance of the settlement will be paid in varying installments which continue through April 1, 2009. Subsequent to the date of these financials, the first installment totaling $345,454.54 of the $950,000.00 commitment to prizeWize.com was paid. The next installment is due January 17, 2005 in the amount of $302,272.73 with a final payment of $302,272.73 due on April 17, 2005. The initial payment increased our ownership position to 57.8%. Payment of the additional two installments will increase 21st Century's ownership to 70%. INDEPENDENT ACCOUNTANTS' REVIEW REPORT Board of Directors and Stockholders 21st Century Technologies, Inc. Las Vegas, NV We have reviewed the accompanying balance sheets of 21st Century Technologies, Inc. as of September 30, 2004 and 2003 and the related statements of operations for the three and nine months ended September 30, 2004 and 2003 and the related statements of cash flow for the nine months ended September 30, 2004 and 2003. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. Turner, Stone & Company LLP Certified Public Accountants Dallas, Texas November 5, 2004 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information contained in this section should be read in conjunction with the Selected Consolidated Financial and Other Data, the Selected Operating Data and our Consolidated Financial Statements and notes thereto appearing elsewhere in this Quarterly Report. This Quarterly Report, including the Management's Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs, and our assumptions. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", and "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including without limitation (1) any future economic downturn could impair our customers' ability to repay our loans and increase our non-performing assets, (2)economic downturns can disproportionately impact certain sectors in which we concentrate, and any future economic downturn could disproportionately impact the industries in which we concentrate causing us to suffer losses in our portfolio and experience diminished demand for capital in these industry sectors, (3) a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities, (4) interest rate volatility could adversely affect our results, (5) the risks associated with the possible disruption in the Company's operations due to terrorism and (6) the risks, uncertainties and other factors we identify from time to time in our filings with the Securities and Exchange Commission, including our Form 10-Ks, Form 10-Qs and Form 8-Ks. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be incorrect. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. OVERVIEW 21st Century Technologies, Inc. is a solutions-focused financial services company providing financing and advisory services to small and medium-sized companies throughout the United States. Effective October 1, 2003, we became an internally managed, non-diversified, closed-end investment company that elected to be treated as a business development company under the Investment Company Act of 1940. 21st Century Technologies, Inc. will not elect to be treated for federal income tax purposes as a regulated investment company under the Internal Revenue Code with the filing of its federal corporate income tax return for 2003. PORTFOLIO COMPOSITION AND ASSET QUALITY Our primary business is lending to and investing in businesses, primarily in the financial services, and technology industry sectors, through investments in senior debt, subordinated debt and equity-based investments, including warrants and equity appreciation rights. Though we intend to increase our level of subordinated debt and equity-based investments, we expect a substantial majority of our portfolio will continue to consist of investments in portfolio companies. The total fair value of investments in non-publicly traded securities was $17,075,141 and $10,439,075 at September 30, 2004 and December 31, 2003, respectively (exclusive of unearned income). The following table summarizes 21st's assets held and income from Majority Owned Companies, Controlled Companies and Other Affiliates: SEPTEMBER 30, December 31, 2004 2003 _____________ ____________ ASSETS HELD: Majority Owned Companies (a): Investments in and advances to 2,853,300 2,316,430 Controlled Companies (b): Other Affiliates (c): Loans at fair value 3,302,993 1,692,645 Equity Investments at fair value 10,076,800 6,430,000 NINE MONTHS ENDED SEPT 30, 2004 2003 INCOME RECOGNIZED: From Majority Owned Companies (a): Interest and fee income $ 526,311 $ 158,168 From Controlled Companies (b): From Other Affiliates (c): Interest and fee income 1,125,000 1,000,000 Net change in unrealized appreciation (depreciation) on investments 300,000 868,000 Realized losses on investments -- -- (a) Majority owned companies are generally defined under the Investment Company Act of 1940 as companies in which 21st Century owns more than 50% of the voting securities of the company. (b) Controlled companies are generally defined under the Investment Company Act of 1940 as companies in which 21st Century owns more than 25% but not more than 50% of the voting securities of the company. (c) Other affiliates are generally defined under the Investment Company Act of 1940 as companies in which 21st Century owns at least 5% but not more than 25% of the voting securities of the company. ASSET QUALITY Asset quality is generally a function of our underwriting and ongoing management of our investment portfolio. As a business development company, our loans and equity investments are carried at market value or, in the absence of market value, at fair value as determined by our board of directors in good faith on a quarterly basis. As of September 30, 2004 and December 31, 2003, unrealized depreciation on investments totaled $1,651,146 and $3,345,891, respectively. For additional information on the change in unrealized depreciation on investments, see the section entitled "Reconciliation of Net Operating Income to Net Increase (Decrease) in Stockholders' Equity from Earnings". We monitor loan concentrations in our portfolio, both on an individual loan basis and on a sector or industry basis, to manage overall portfolio performance due to specific customer issues or specific industry issues. We monitor individual customer's financial trends in order to assess the appropriate course of action with respect to each customer and to evaluate overall portfolio quality. We closely monitor the status and performance of each individual investment on a quarterly and, in some cases, a monthly or more frequent basis. Because we are a provider of long-term privately negotiated investment capital to growth-oriented companies and we actively manage our investments through our contract structure, we do not believe that contract exceptions such as breaches of contractual covenants or late delivery of financial statements are necessarily an indication of deterioration in the credit quality or the need to pursue remedies or an active workout of a portfolio investment. When a loan becomes 90 days or more past due, or if we otherwise do not expect the customer to be able to service its debt and other obligations, we will, as a general matter, place the loan on non-accrual status and cease recognizing interest income on that loan until all principal has been paid. However, we may make exceptions to this policy if the investment is well secured and in the process of collection. As of September 30, 2004 and December 31, 2003, none of the loans to our other affiliates were on non-accrual status. When principal and interest on a loan is not paid within the applicable grace period, we will contact the customer for collection. At that time, we will make a determination as to the extent of the problem, if any. We will then pursue a commitment for immediate payment and will begin to more actively monitor the investment. We will formulate strategies to optimize the resolution process and will begin the process of restructuring the investment to better reflect the current financial performance of the customer. Such a restructuring may involve deferring payments of principal and interest, adjusting interest rates or warrant positions, imposing additional fees, amending financial or operating covenants or converting debt to equity. In general, in order to compensate us for any enhanced risk, we receive appropriate compensation from the customer in connection with a restructuring. During the process of monitoring a loan that is out of compliance, we will in appropriate circumstances send a notice of non-compliance outlining the specific defaults that have occurred and preserving our remedies, and initiate a review of the collateral. When a restructuring is not the most appropriate course of action, we may determine to pursue remedies available under our loan documents or at law to minimize any potential losses, including initiating foreclosure and/or liquidation proceedings. OPERATING INCOME Operating income includes interest income on commercial loans, advisory fees and other income. Interest income is comprised of commercial loan interest at contractual rates and upfront fees that are amortized into income over the life of the loan. Most of our loans contain lending features that adjust the rate margin based on the financial and operating performance of the borrower, which generally occurs quarterly. The change in operating income from the nine months ended September 30, 2003 compared to the same period in 2004 is attributable to the following items: (Due to the conversion to a Business Development Company, effective October 1, 2003, the periods are not directly comparable.) NINE MONTHS ENDED SEPTEMBER 30, 2004 __________________ CHANGE DUE TO: Asset growth $14,779,917 Increase in fee income 1,125,000 Interest and other income 526,311 Manufacturing income 0 ___________ Total change in operating income $ 1,184,261 =========== Total operating income for the nine months ended September 30, 2004 increased $1,184,261, or 354%, to $1,651,311 from $467,050 for the nine months ended September 30, 2003. Operating income for the three months ended September 30, 2004 increased $396,951, or 383%, to $537,078 from $140,127 for the three months ended September 30, 2003. OPERATING EXPENSES Operating expenses include interest expense on borrowings, including amortization of deferred debt issuance costs, employee compensation, and general and administrative expenses. The change in operating expenses from the nine months September 30, 2003 compared to the same period in 2004 is attributable to the following items: NINE MONTHS ENDED SEPTEMBER 30, 2004 VS. 2003 ___________________________ CHANGE DUE TO: Advertising & Selling (40,875) Interest Expense 15,084 Depreciation & Amortization (155,730) Salaries and benefits 263,868 General and administrative expense (310,283) __________ Total change in operating expense $ (227,935) ========== Total operating expenses for the nine months ended September 30, 2004 decreased $227,935 to $1,392,217 from $1,620,152 for the nine months ended September 30, 2003. General and administrative expenses decreased $310,283 for the nine months ended September 30, 2004 as compared to the same period in 2003 primarily due to higher expenses related to operating our Haltom City facility and moving the corporate offices to Las Vegas, Nevada. Total operating expenses decreased $190,923 to $549,578 for the 3 months ended September 30, 2004, from $740,051 for the three months ended September 30, 2003. NET OPERATING INCOME Net operating income/loss before investment gains and losses (NOI) for the nine months ended September 30, 2004 totaled 259,094 compared with a loss of $(1,517,186) for the quarter ended September 30, 2003. NET INVESTMENT GAINS AND LOSSES There were no realized gains or losses for the three and nine months ended September 30, 2004. The net change in unrealized appreciation (depreciation) on investments of $(1,694,745) for the nine months ended September 30, 2004 consisted of $2,276,425 of net appreciation less $581,680 advanced to controlled companies. The appreciation is related to additional equity interest granted and an increase in the valuation of TransOne, Inc. (a provider of debit card services with major contracts in process). INCOME TAXES We are taxed under Subchapter C of the Internal Revenue Code. We did not elect to be a regulated investment company under Subchapter M of the Internal Revenue Code with the filing of our federal corporate income tax return for 2003. NET INCOME Net income (loss) totaled $(4,383,106) and $(2,149,291)for the three months and nine months ended September 30, 2004 compared to $(706,625) and ($1,615,527) for the three months and nine months ended September 30, 2003. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES CASH, CASH EQUIVALENTS AND CASH, SECURITIZATION ACCOUNTS At September 30, 2004 and December 31, 2003, we had $1,100,135 and $1,796,294, respectively, in cash and cash equivalents. Our objective is to maintain sufficient cash on hand to cover current funding requirements and operations. LIQUIDITY AND CAPITAL RESOURCES We expect our cash on hand, future equity offerings, and cash generated from operations to be adequate to meet our cash needs at our current level of operations. We generally fund new originations using cash on hand, borrowings under our credit facilities and equity financings. During the third quarter of 2004, the Company raised $1,440,000 by selling 80,000,000 shares of common stock issued under Regulation E. BORROWINGS At September 30, 2004, we had aggregate outstanding borrowings of $1,724,144. At December 31, 2003, we had aggregate outstanding borrowings of $2,005,224. See Note 3 to the Financial Statements for further discussion of our borrowings. CRITICAL ACCOUNTING POLICIES The financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations. INCOME RECOGNITION Interest on commercial loans is computed by methods that generally result in level rates of return on principal amounts outstanding. When a loan becomes 90 days or more past due, or if we otherwise do not expect the customer to be able to service its debt and other obligations, we will, as a general matter, place the loan on non-accrual status and cease recognizing interest income on that loan until all principal has been paid. However, we may make exceptions to this policy if the investment is well secured and in the process of collection. In accordance with GAAP, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind (PIK) interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term. We currently do not have any interest income of this nature, but we may during future periods. Loan origination fees are deferred and amortized as adjustments to the related loan's yield over the contractual life of the loan. In certain loan arrangements, warrants or other equity interests are received from the borrower as additional origination fees. The borrowers granting these interests are typically non-publicly traded companies. We record the financial instruments received at estimated fair value as determined by our board of directors. Fair values are determined using various valuation models which attempt to estimate the underlying value of the associated entity. These models are then applied to our ownership share considering any discounts for transfer restrictions or other terms which impact the value. Changes in these values are recorded through our statement of operations. Any resulting discount on the loan from recordation of warrant and other equity instruments are accreted into income over the term of the loan. VALUATION OF INVESTMENTS At September 30, 2004, approximately 80% of our total assets represented investments recorded at fair value. Value, as defined in Section 2(a)(41) of 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the board of directors. Since there is typically no readily ascertainable market value for the investments in our portfolio, we value substantially all of our investments at fair value as determined in good faith by the board of directors pursuant to a valuation policy and a consistent valuation process. Because of the inherent uncertainty of determining the fair value of investments that do not have a readily ascertainable market value, the fair value of our investments determined in good faith by the board of directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses. Instead, we must determine the fair value of each individual investment on a quarterly basis. We will record unrealized depreciation on investments when we believe that an investment has become impaired, including where collection of a loan or realization of an equity security is doubtful. Conversely, we will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and, therefore, our investment has also appreciated in value, where appropriate. As a business development company, we invest primarily in illiquid securities including debt and equity securities of private companies. The structure of each debt and equity security is specifically negotiated to enable us to protect our investment and maximize our returns. We generally include many terms governing interest rate, repayment terms, prepayment penalties, financial covenants, operating covenants, ownership parameters, dilution parameters, liquidation preferences, voting rights, and put or call rights. Our investments are generally subject to some restrictions on resale and generally have no established trading market. Because of the type of investments that we make and the nature of our business, our valuation process requires an analysis of various factors. Our fair value methodology includes the examination of, among other things, the underlying investment performance, financial condition and market changing events that impact valuation. AT DECEMBER 31, 2003, THE BOARD OF DIRECTORS ELECTED TO EMPLOY INDEPENDENT BUSINESS VALUATION CONSULTANTS TO PROVIDE A VALUATION OF OUR EXISTING PORTFOLIO COMPANIES AND CERTAIN OTHER INVESTMENTS. SAID VALUATIONS WERE ACCEPTED BY THE BOARD OF DIRECTORS AND WERE UTILIZED IN THE PREPARATION OF THE AUDITED FINANCIAL STATEMENTS FOR 2003 AND IN THESE UNAUDITED FINANCIAL STATEMENTS. DUE TO INCREASED CONTRACTS OUTSTANDING, THE BOARD OF DIRECTORS ELECTED TO REQUEST A MID-YEAR RE-VALUATION OF TRANSONE, INC. THIS VALUATION WAS PERFORMED BY AN INDEPENDENT OUTSIDE VALUATION CONSULTANT AND RESULTED IN AN INCREASED VALUATION OF THIS INVESTMENT. THE BOARD OF DIRECTORS REVIEWS THE VALUATION OF EACH INVESTMENT ON A QUARTERLY BASIS. AS OF SEPTEMBER 30, 2003, THERE WAS NO CHANGE IN VALUES OTHER THAN AN INCREASED INVESTMENT IN TRANSONE, INC. PRIZEWISE, TRIDENT, AND THE OTHER INVESTMENTS WILL BE EVALUATED AT DECEMBER 31, 2004 TO REFLECT INCREASES IN INVESTMENT AS WELL AS INCREASE/DECREASE VALUE. VALUATION OF LOANS AND DEBT SECURITIES As a general rule, we do not value our loans or debt securities above cost, but loans and debt securities will be subject to fair value write-downs when the asset is considered impaired. In many cases, our loan agreements allow for increases in the spread to the base index rate if the financial or operational performance of the customer deteriorates or shows negative variances from the customer's business plan and, in some cases, allow for decreases in the spread if financial or operational performance improves or exceeds the customer's plan. VALUATION OF EQUITY SECURITIES With respect to private equity securities, each investment is valued using industry valuation benchmarks, and then the value is assigned a discount reflecting the illiquid nature of the investment, as well as our minority, non-control position. When an external event such as a purchase transaction, public offering, or subsequent equity sale occurs, the pricing indicated by the external event will be used to corroborate our private equity valuation. Securities that are traded in the over-the-counter market or on a stock exchange generally will be valued at the prevailing bid price on the valuation date. However, restricted and unrestricted publicly traded securities may be valued at discounts from the public market value due to restrictions on sale, the size of our investment or market liquidity concerns. RECENT DEVELOPMENT The first payment in settlement of the Patricia Wilson judgment was made subsequent to these financial statements. The balance of the settlement amount will be paid in varying installments and will be completed on April 1, 2009. The first installment of the $950,000.00 commitment to PrizeWise.com has been made subsequent to the date of these financial statements. Payment of the first installment increased 21st Century's ownership position to approximately 60%. Payment of the remaining two installments will increase the ownership position to 70%. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest rate sensitivity refers to the change in earnings that may result from the changes in the level of interest rates. Our net interest income can be affected by changes in various interest rates, including LIBOR, prime rates and commercial paper rates. As a business development company, we use a greater portion of equity to fund our business. Accordingly, other things being equal, increases in interest rates will result in greater increases in our net interest income and reductions in interest rates will result in greater decreases in our net interest income compared with the effects of interest rate changes on our results under more highly leveraged capital structures. Currently, we do not engage in hedging activities because we have determined that the cost of hedging the risks associated with interest rate changes outweighs the risk reduction benefit. We monitor this position on an ongoing basis. ITEM 4. CONTROLS AND PROCEDURES (a) Within the 90 days prior to the date of this report, 21st carried out an evaluation, under the supervision and with the participation of 21st's management, including 21st's Chief Executive Officer and President and Chief Financial Officer, of the effectiveness of the design and operation of 21st's disclosure controls and procedures (as defined in Rule 13a-14 of the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and President and the Chief Financial Officer have concluded that 21st's current disclosure controls and procedures are effective in timely alerting them of material information relating to 21st that is required to be disclosed in 21st's SEC filings. (b) There have not been any significant changes in the internal controls of 21st or other factors that could significantly affect these internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II. OTHER INFORMATION ITEM 1. 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 arose 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 was included in the Company's Form 8- K filed as of September 26, 2001. On August 23, 2004, a jury found in favor of Mrs. Wilson and awarded judgments as follows: $6,329,173.17 against 21st Century; $637,723.16 jointly against 21st Century and Ken Wilson; and $115,099.32 against Ken Wilson, individually . Directors Mydlach, Gregor, and Rausch were released from the lawsuit. The Company and Ms. Wilson reached a settlement agreement on September 30, 2004, the terms of which are confidential. The settlement agreement did not relieve Ken Wilson of his individual liability under the judgment. Daniel Brailey, Richard Grob and James Mydlach sued 21st Century Technologies, Inc. in the District Court of Clark County, Nevada. The case arose generally out of an alleged breach of contract. An agreement was reached in July of 2004, the terms of which were confidential. The costs associated with this settlement were not material to these financial statements. We may also be a party to certain legal proceedings incidental to the normal course of our business including disputes under contracts. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS A form 1-E filing was made on August 26, 2004 which indicated the beginning a $5,000,000 capital raise under regulation E. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On September 30, 2004, the Company filed a PRE 14C notifying stockholders of a special meeting to be held on October 29, 2004. The DEF 14C was filed on October 11, 2004. The purpose of the meeting was to vote to authorize two billion shares of Common Stock of the Company and to authorize the Company's Board of Directors, without consent of the stockholders of the Corporation, to adopt any recapitalization affecting the outstanding shares of capital stock of the corporation by effecting a forward or reverse split of all of the outstanding shares of any class of capital stock of the corporation, with appropriate adjustments to the corporation's capital account, provided that the recapitalization does not require any amendment to the Articles of Incorporation of the corporation. Only shareholders' of record on October 1, 2004 were entitled to vote at this meeting. No proxies were requested since the principal shareholders who collectively represent 612,000,000 shares or 54% of the 1,130,686,999 voting shares outstanding on October 1, 2004 were either present or voted in absentia. All of the principal shareholders voted in favor of the proposal. ITEM 5. OTHER INFORMATION Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K): EXHIBIT NUMBER DESCRIPTION OF DOCUMENT 31.1 Certification of President and Chief Executive Officer Pursuant to Section 302 31.2 Certification of Chief Financial Officer Pursuant to Section 302 32.1 Certification of President and Chief Executive Officer Pursuant to Section 906 32.2 Certification of Chief Financial Officer Pursuant to Section 906 (b) Form 8-K-- January 13, 2004 - we filed a report on Form 8-K regarding the acquisition of Paramount MultiServices, Inc. January 26, 2004 - we filed a report on Form 8-K regarding an amendment to the October 30, 2003 earnings report January 27, 2004 - we filed a report on Form 8-K regarding a PR earnings prediction of January 20, 2003 March 19,2004 - we filed a report on Form 8-K regarding a PR earnings prediction on March 18, 2004 March 23, 2004 - we filed a report on Form 8-K regarding a PR earnings prediction on March 22, 2004 March 25, 2004 - we filed a report on Form 8-K regarding a PR earnings prediction on March 24, 2004 April 2, 2004 -- we filed a report on Form 8-K regarding an earnings prediction April 19, 2004 - we filed a report on Form 8-K regarding a lawsuit that had been filed April 19, 2004 - we filed a report on Form 8-K regarding the NRC fine levied on IWI April 22, 2004 - we filed a report on Form 8-K regarding the death of the CEO and election of new officers and directors. May 14, 2004 - we filed a report on Form 8-K regarding an earnings prediction May 18, 2004 - we filed a report on Form 8-K regarding an earnings prediction June 30, 2004 - we filed a Form 2-E paper filing regarding capital raised July 14, 2004 - we filed a report on Form 8-K announcing the settlement of a lawsuit July 26, 2004 - we filed a report on Form 8-K regarding an earnings prediction August 9, 2004 - we filed a report on Form 8-K regarding the resignation of the Corporate Secretary August 26, 2004 - we filed a report on Form 8-K reporting the jury decision in the Patricia Wilson lawsuit September 15, 2004 - we filed a report on Form 8-K regarding the departure of a Director and Principal Officer October 6, 2004 - we filed a report on Form 8-K regarding the settlement agreement for the Patricia Wilson judgment November 5, 2004 - we filed a report on Form 8-K regarding the change in transfer agent SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 15, 2004. 21ST CENTURY TECHNOLOGIES /s/ JOHN R. DUMBLE ___________________________ John R. Dumble Chief Executive Officer and President /s/ JOHN R. DUMBLE ___________________________ John R. Dumble Acting Chief Financial Officer EX-31 2 ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATIONS I, John R. Dumble, certify that: 1. I have reviewed this Form 10-Q of 21st Century Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15-(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 15, 2004 /s/ JOHN R. DUMBLE ___________________________________ John R. Dumble Chief Executive Officer and President EX-31 3 ex31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATIONS I, John R. Dumble, certify that: 1. I have reviewed this Form 10-Q of 21st Century Technologies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15-(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 15, 2004 /s/ JOHN R. DUMBLE ___________________________________ John R. Dumble Acting Chief Financial Officer EX-32 4 ex32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 SECTION 1350 CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of 21st Century Technologies, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John R. Dumble, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 15, 2004 /s/ JOHN R. DUMBLE ______________________________________ John R. Dumble Chief Executive Officer and President A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO 21st CENTURY TECHNOLOGIES, INC. AND WILL BE RETAINED BY 21st CENTURY TECHNOLOGIES, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. EX-32 5 ex32-2.txt EXHIBIT 32.2 EXHIBIT 32.2 SECTION 1350 CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of 21st Century Technologies, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John R. Dumble, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 15, 2004 /s/ JOHN R. DUMBLE ______________________________________ John R. Dumble Acting Chief Financial Officer A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO 21st CENTURY TECHNOLOGIES, INC. AND WILL BE RETAINED BY 21st CENTURY TECHNOLOGIES, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. -----END PRIVACY-ENHANCED MESSAGE-----