-----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, BB46A2hCEh0/a2IvzvLCCiNLukm9seYV+6QyQcaoll8r96HUnKZORoEi1su7HUaK vCyQL8lv+SzPICGOPmoOjA== 0001092306-05-000110.txt : 20050308 0001092306-05-000110.hdr.sgml : 20050308 20050307191814 ACCESSION NUMBER: 0001092306-05-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050303 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050307 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00637 FILM NUMBER: 05665217 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 8-K 1 tfcy8k.txt FORM 8-K DATED 03-03-05 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 3, 2005 ________________________________________________ Date of Report (Date of earliest event reported) 21st Century Technologies, Inc. ______________________________________________________ (Exact name of registrant as specified in its charter) Nevada 000-29209 48-1110566 _______________________________________________________________________________ (State or other jurisdiction (Commission (IRS Employer Of incorporation) File Number) Identification No.) 2700 W. Sahara Ave., Suite 440, Las Vegas, NV 89102 _____________________________________________ __________ (Address of principal executive offices) (Zip Code) (702) 248-1588 __________________________________________________ Registrant's telephone number, including area code Not Applicable ______________________________________________________________ (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Effective March 3, 2005 Turner, Stone & Company, L.L.P. ("Turner Stone") was dismissed as the independent certified public accountant of 21st Century Technologies, Inc (the "Company"). This action was taken upon the recommendation of the Company's Audit Committee and approval of the Company's Board of Directors. Turner Stone audited the Company's financial statements for the fiscal years ended December 31, 2002 and 2003 and performed a review of the unaudited financial statements for the first, second and third quarters of fiscal year 2004. The report of Turner Stone for each of the fiscal years ended December 31, 2002 and 2003 and the first, second and third quarters of 2004 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles, except that Turner Stone did not, in the performance of their review, express an opinion on the Company's unaudited financial statements for each of the first, second and third quarters of fiscal year 2004. During the fiscal years ended December 31, 2002, and 2003 and the first, second and third quarters of fiscal year 2004, there were no disagreements by the Company with Turner Stone on any matter of accounting principles or practices, financial statement disclosure of auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Turner Stone, would have caused it to make reference to such disagreement in its reports. During the Company's two fiscal years ended December 21, 2002 and 2003 and the first, second and third quarters of fiscal year 2004, there were no "reportable events" as such term is described in item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During the Company's two fiscal years ended December 31, 2002 and 2003 and the first, second and third quarters of fiscal year 2004, the Company did not consult with Turner Stone regarding (i) the application of accounting principal to a specified transaction, either completed or proposed, (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K) or a "reportable event" (as such term is described in Item 304(a)(2)(i) and (ii) of Regulation S-K. The Company has furnished a copy of this report to Turner Stone and requested that Turner Stone furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. The letter from Turner Stone and the Company will be filed when it is received. Further details are disclosed in the press release attached as Exhibit 99.1 to this report. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit 99.1 - Press Release Dated March 4, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 21ST CENTURY TECHNOLOGIES, INC. (Registrant) By: /s/ JOHN R. DUMBLE ______________________________ Date: March 7, 2005 John R. Dumble Its: Chief Executive Officer EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 21ST CENTURY TECHNOLOGIES, INC. DISMISSES INDEPENDENT AUDITING FIRM Las Vegas, Nev. - March 4, 2005 - 21st Century Technologies, Inc. (the "Company") (OTCBB: TFCY) today announced the dismissal of the Company's independent auditing firm and the retaining of new securities counsel. The Company's Audit Committee recommended the dismissal of Turner, Stone & Company LLP, Certified Public Accountants, as the Company's independent auditing firm and the Board of Directors of the Company approved the Audit Committee's recommendation. Efforts are underway to engage a new independent auditing firm. The Company is a business development company operated pursuant to the Investment Company Act of 1940. It holds various enterprises as investments and seeks to grow companies in which it has an interest. The statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associates with the uncertainty of the outcome of the internal investigation, possible action by the Securities and Exchange Commission, future financial results, regulatory approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties as may be further detailed in the Company's filings with the Commission. Contact: Gemini Financial Communications A. Beyer, 951-693-4534 (10 a.m.-12 p.m. PT Mon.-Fri.) ir@texn.com -----END PRIVACY-ENHANCED MESSAGE-----