-----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, PBsKB8wHo5q+OiF9omzmmQN7/Bn+q+0lH5SMvXs6xDX9UFvGGWwCMGwdm+8bzbNR xhhwDm0fPxeqPwIkKJUkwQ== 0001092306-05-000215.txt : 20050503 0001092306-05-000215.hdr.sgml : 20050503 20050502173956 ACCESSION NUMBER: 0001092306-05-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050426 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050502 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: 05792133 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 04-26-05 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 Date of Report (Date of earliest event reported): April 26, 2005 ___________________________ 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) Registrant's telephone number, including area code: (702) 248-1588 __________________________ 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 2 - FINANCIAL INFORMATION ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On April 26, 2005 21st Century Technologies, Inc. (the "Company") sold Paramount MultiServices, Inc. ("Paramount"), one of the wholly-owned subsidiary companies in its portfolio to The Romney Group, Inc. ("Romney Group"), a privately-held company. The Romney Group is controlled by the Company's former President, Chief Executive Officer and director, Kevin Romney. Mr. Romney served as Chief Executive Officer and director of the Company from April 2004 to November 2004. In addition, Mr. Romney was the majority owner of Paramount prior to the Company acquisition of it in 2003. Paramount is an inbound/outbound blended call center specializing in the sale of products for Fortune 100 financial institutions as well the sale and service of other products and lines of business. As consideration for transferring 100% of the stock of Paramount to the Romney Group, the Company received a Promissory Note (the "Note") from Paramount for $252,000.00. The Note is payable over four years on a monthly basis, with two balloon payments of $15,000.00 each during the first year of the Note. The Note bears interest at the rate of 6 1/2% per annum. The sale amount was primarily a recouping of a significant portion of cash advances made by the Company to Paramount since its acquisition by the Company in 2003. Further details are disclosed in the press release attached as Exhibit 99.1 and the Agreement with Respect to Paramount as Exhibit 99.2 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 April 27, 2005 Exhibit 99.2 - Agreement with Respect to Paramount 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: May 2, 2005 John R. Dumble Its: Chief Executive Officer EX-99 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 21ST CENTURY TECHNOLOGIES, INC. SELLS PARAMOUNT MULTISERVICES, INC. Las Vegas, Nev. - April 27, 2005 - 21st Century Technologies, Inc. (the "Company") (OTC: TFCY.OB) today announced that it has sold one of the wholly-owned subsidiary companies in its portfolio, Paramount MultiServices, Inc. ("Paramount"). The sale of Paramount was made to The Romney Group, Inc. ("Romney Group"), a privately-held company. The Romney Group is controlled by Kevin Romney, the former President, Chief Executive Officer and director of the Company. 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 Company's current investment portfolio includes Jane Butel Corporation (OTC: JBTL.OB), prizeWise, Inc., TransOne, Inc., Innovative Weaponry, Inc., Trident Technologies, Inc., DLC General Contracting, Inc. and MMC Entertainment Group, Inc. The Company's investment ownership in these enterprises ranges from approximately 9% to 100%. Forward-Looking Statements: This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which are intended to qualify for the safe harbor from liability provided thereunder. All statements which are not historical statements of fact are "forward-looking statements" for purposes of these provisions and are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. The Company may experience significant fluctuations in operating results due to the impact of a number of uncertainties including, but not limited to, economic conditions, competitive products or pricing, technological changes and other factors. These uncertainties could cause operating results to vary significantly from those in prior periods and those projected in forward-looking statements. Additional information concerning potential risk factors that could affect the Company's future performance are described from time-to-time in the Company's reports filed with the Securities and Exchange Commission. Contact: 21st Century Technologies, Inc. Glenn Glasshagel, CFO 702-248-1588 (11 a.m.-12 p.m. PT Mon.-Fri.) EX-99 3 ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 AGREEMENT WITH RESPECT TO PARAMOUNT This AGREEMENT WITH RESPECT TO PARAMOUNT ("Agreement") is entered into and effective this 26th day of April, 2005 by and between 21st Century Technologies, Inc., Paramount Multiservices, Inc., Kevin Romney, and The Romney Group, Inc. WHEREAS 21st Century Technologies, Inc. ("TFCT") is a Nevada corporation; WHEREAS Paramount Multiservices, Inc. ("PMI") is a Texas corporation; WHEREAS Kevin Romney ("Romney") is an individual resident in Clark County, Nevada; WHEREAS The Romney Group, Inc. ("RGI") is a Nevada corporation; WHEREAS TFCT and PMI entered into an Acquisition Agreement dated as of December 30, 2003 which is attached hereto as Exhibit A; WHEREAS claims have been made that the Acquisition Agreement was amended as provided in a Unanimous Written Consent attached hereto as Exhibit 13; WHEREAS disputes between the parties hereto have arisen regarding the interpretation of and obligations arising under the Acquisition Agreement in either its original form or as putatively amended; WHEREAS the parties hereto wish to resolve their disputes relating to the Acquisition Agreement; NOW THEREFORE, for and in consideration of the mutual promises, performances and covenants set forth herein, intending to become legally bound, the parties do hereby enter into this Agreement. 1. SALE OF SHARES. Subject to the terms and conditions set forth herein, TFCT agrees to and hereby does transfer all of its right, title and interest to 100% of the stock of PMI to ROI. TFCT maintains that it presently owns 100% of the issued and outstanding shares of PMI: however, the parties hereto understand and acknowledge that various competing claims to the ownership of the stock between and among the parties have arisen in connection with their dispute. Thus, the transfer contemplated in this Section 1 is in the nature of a Quitclaim: i.e. whatever percentage ownership interest TFCT has in PMI is being transferred in its entirety to RGI. TFCT represents and warrants that, except for claims asserted by PMI, RGI and their principals, TFCT is the owner of the shares hereby transferred, and that TFCT has neither transferred nor agreed to make any transfer of any interest in or to the shares, and, further, that TFCT has not granted any right, option or similar contractual right to acquire said shares. 2. PAYMENTS TO TFCT. PMI agrees to pay TFCT the sum of two hundred fifty two thousand dollars ($252,000.00) as and for consideration for TFCT's transfer of the shares set forth in Section 1 above. A Promissory Note for said amount shall be executed by PMI payable over four years, with two balloon payments of $15,000 1 each and the Note shall bear interest at the rate of six and on-half percent per annum (6.S%). Except for the first payment which shall be due upon execution of this Agreement, payments shall be made monthly on the 1st day of each calendar month with the second payment due on June 1, 2005 as follows: Months 1-6: $ 5,976.17 August 15, 2005 Balloon Payment: $15,000 Months 7-12: $ 5,575.90 February 15, 2006 Balloon Payment: $15,000 Months 13-47: $ 5,116.16 Month 48: $ 5,116.35 The Amortization Schedule applicable to these payments is attached hereto as Exhibit C. 3. WAIVER OF PERFORMANCE UNDER ACQUISITION AGREEMENT. PMI, Romney and RGI (as parties and/or third party beneficiaries under the Acquisition Agreement) for themselves and their stockholders, expressly waive and/or cancel any and all performances of and/or defaults by TFCT pursuant to the terms and conditions of the Acquisition Agreement and any or all amendments thereto. 4. INDEMNIFICATION OF TFCT. In the event any claim is made against TFCT arising out of or in connection with duties and obligations springing from the Acquisition Agreement or the business and operations of PMI during the period that TFCT was the sole shareholder thereof, PMI and RGI agree to indemnify TFCT against any loss, liability or damage sustained by TFCT on account of any such claim. 5. PRIORITY IN PAYMENT OF PROMISSORY NOTE OBLIGATION. PMI and RGI agree that service of the debt in favor of TFCT created by the Promissory Note referenced in Section 2 hereof shall he given priority by PMI over any debt service owing to its stockholder, who is Kevin Romney, or to any family member of Romney, and/or any business entity owned or controlled by Romney or any of Romney's family members. 6. RETURN OF STORK IN EVENT OF UNCURED DEFAULT. In the event of an uncured default in the payment of the Promissory Note by PMI, upon the election of TFCT, RGI will return to TFCT such ownership percentage of PMI as is equivalent to the percentage of the unpaid principle balance remaining on the Promissory Note. Returned ownership % = unpaid principle balance/252,000. Shares equal to the returned ownership percentage shall he delivered to TFCT within ten (10) business days of providing written notice to ROE of an uncured payment default. During said ten (10) day period, RGI has the right but not the obligation to cure the existing default. This return of stock is in addition to any other remedy that TFCT may claim at law or in equity. 7. NOTICE OF PAYMENT DEFAULT. In the event any payment pursuant to the Promissory Note is not made timely, TFCT shall provide written Notice of Default to PMI and RGI. Notices shall be by personal service or via Certified Mail, Return Receipt Requested. Notice shall be considered given upon personal service or three (3) days after depositing the Notice of Default in the United States Mails. Any and all written Notices required or permitted under this agreement delivered by mail shall be addressed as follows: 2 IF TO TFCT: 21st Century Technologies, Inc. 2700 West Sahara, Suite 440 Las Vegas, NV 89102 IF TO PMI: Paramount MultiServices, Inc. 2206 Versailles Court Henderson, NV 89074 IF TO RGI: Romney Group Inc. 2206 Versailles Court Henderson, NV 89074 IF TO ROMNEY: Kevin Romney 2206 Versailles Court Henderson, NV 89074 8. EXPENSE REIMBURSEMENT. TFCT acknowledges that it owes ROMNEY the sum of four thousand dollars ($4,000) as and for reimbursement for expenses relating to American Impersonators. TFCT agrees to reimburse this amount through the payment of up to four thousand dollars ($4,000) of ROMNEY's health insurance. Romney shall have COBRA benefits as provided for by applicable law. 9. NO UNASSERTED CLAIMS. ROMNEY represents and warrants that this Agreement constitutes the full and final settlement of all his known claims against TFCT, whether derived from the Acquisition Agreement or otherwise. However, ROMNEY expressly reserves his rights as a former officer, director and employee of TFCT to be indemnified against liabilities arising out of his service as a former officer, director and employee under all applicable indemnification provisions of the articles of incorporation and bylaws of TFCT, and under any and all other contractual provisions that may apply to the same. 10. ONGOING INVESTIGATION: NO WAIVER OF CLAIMS. The parties understand and acknowledge that TFCT is currently under investigation by the Securities and Exchange Commission in IN THE MATTER OF COMPASS CAPITAL AND RELATED PENNY STOCK COMPANIES. The parties further understand and acknowledge that TFCT is conducting an internal investigation of the business and affairs of TFCT and its employees, officers and directors. Said investigation may or may not reveal facts and circumstances which provide TFCT with legal claims against former officers and directors, including ROMNEY. Nothing in this Agreement should be considered a waiver of any claims by TFCT against any party that do not arise directly out of the Acquisition Agreement, nor as a waiver of any claims by ROMNEY in respect of any of the foregoing matters. 11. NO SALE OF ASSETS; RIGHT TO INSPECT. The parties agree that PMI shall not sell, transfer, assign or hypothecate all or substantially all of the assets of 3 PMI until the Promissory Note set forth herein is paid in full in the absence of receiving the prior written consent of TFCT. Further, TFCT shall retain a right to inspect and copy the corporate books and financial records of PMI upon five (5) business days written notice to insure compliance under this Section 13 and Section 5 hereof. 12. OBLIGATIONS; INCOME TAX OBLIGATIONS. TFCT agrees that, as of the date hereof and as of the closing of the transactions referred to herein, all obligations owing to it by PMI and RGI (with the exception of the obligations referenced in this Agreement) are either canceled or paid in full, as of the date of this Agreement. TFCT agrees that PMI shall be included as a subsidiary corporation in TFCT's consolidated federal income tax return for all periods of time through the completion of all transactions referred to. 13. SEVERABILITY. If any provision hereof is subsequently determined to be void or voidable as against law or public policy, that provision shall be severed from this Agreement and the remainder of the Agreement shall be considered in full force and effect and construed as if the offending provision did not exist. 14. GOVERNING LAW; CHOKE OF VENUE. This Agreement has been entered into in Nevada and any dispute arising hereunder shall be resolved with reference to Nevada law. Venue for any legal proceeding hereunder is appropriate only in the Eighth Judicial District Court in and for (lark County, Nevada. 15. ENTIRE AGREEMENT. This Agreement constitutes the full and final expression of the agreement between the parties with respect to the subject matter herein. Any prior or contemporaneous oral or written agreements between the parties with respect to this subject matter are supplanted in full by this Agreement. It is the intent of the parties that this Agreement may not. be amended or modified except by a subsequently signed written agreement. 16. FURTHER ACTS. The parties shall execute and deliver such instruments and documents, and shall take such other and further actions, as any party might reasonably request, in order to carry out and give effect to the provisions of this Agreement, and to secure for the benefit of the parties the benefits that are contemplated by this Agreement. 21st CENTURY TECHNOLOGIES, INC. By: /s/ JOHN S. DUMBLE _________________________ John S. Dumble, President PARAMOUNT MULTISERVICES, INC. By: /s/ KEVIN ROMNEY _______________________ Kevin Romney, President ROMNEY GROUP, INC. By: /s/ KEVIN ROMNEY _______________________ Kevin Romney, President /s/ KEVIN ROMENY __________________________ Kevin Romeny, Individually 4 -----END PRIVACY-ENHANCED MESSAGE-----