As filed with the Securities and Exchange Commission on June ___, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    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)

                                   48-1110566
                      (I.R.S. Employer identification No.)

                         21ST CENTURY TECHNOLOGIES, INC.
                    5050 EAST BELKNAP, HALTOM CITY, TX 76117
                                 (818) 707-9466
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________
                                   Arland Dunn
                                       CEO
                         21ST CENTURY TECHNOLOGIES, INC.
                    5050 EAST BELKNAP, HALTOM CITY, TX 76117
                                 (818) 707-9466
          (Telephone number, including area code of agent for service)

                                    Copy to:
                               Michael L. Corrigan
                           City National Bank Building
                        4275 Executive Square, Suite 210
                               La Jolla, CA 92037
                                 (858) 731-0044

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

<TABLE>

<CAPTION>
                               CALCULATION OF REGISTRATION FEE
                               -------------------------------

                       PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES      AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING          AMOUNT OF
TO BE REGISTERED          REGISTERED (1)      PER SHARE             PRICE(2)           REGISTRATION FEE
--------------------  -----------------  -----------------    --------------------     -----------------
<S>                   <C>                <C>                   <C>                     <C>
COMMON STOCK
(NO PAR VALUE)                5,000,000    $           .09     $           450,000     $           36.41
--------------------  -----------------  -----------------    --------------------     -----------------


</TABLE>


<PAGE>


                                        7
(1)   Represents 5,000,000 shares of Common Stock to be issued to a consultant,
as compensation for services rendered.
(2)   Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993.


PART I

INFORMATION REQUIRED IN THIS 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 Consultant and the Company and approved by the Board of
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 Consultant 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 5,000,000 shares of the Common
Stock to the Consultant upon effectiveness of the registration Statement.

Consultants:

The Consultant has agreed to provide its 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 Restrictions on Transfer

Upon the shares becoming "Earned" pursuant to the terms of Consultant's
engagement agreement, the Consultant will become the record and beneficial owner
of the shares of Common Stock upon issuance and delivery and is entitled to all
of the rights of ownership, including the right to vote any shares awarded and
to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultant, 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
Consultant 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 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 Consultant is urged to consult his tax advisor 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.


<PAGE>


Tax Treatment to the Company

The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
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 event 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 called "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 been 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 Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

The company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2002, filed pursuant to Section 13 of the
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 shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15 (d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing. All documents which when 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 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to 5050 EAST BELKNAP, HALTOM CITY, TX 76117.


<PAGE>


Legal Opinions and Experts

Michael L. Corrigan 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 31, 2002,
have been audited by Turner, Stone & 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 document(s) 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
this 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.


<PAGE>


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by 21st Century Technologies (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:

     (a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 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) 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

     Michael Corrigan does consulting work for 21st Century Technologies. from
time to time.

Item 6. Indemnification of Directors and Officers

The Company's indemnification policy covering officers and directors, as
contained in the by-laws, provides that the Company may indemnify at 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.

Item 8. Exhibits

     The Exhibits to this registration statement are listed in the index to
Exhibits on page 8.


<PAGE>


Item 9. Undertakings

(a) The undersigned registrant hereby undertakes::

     (1) To file 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 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 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 be included in a post-effective amendment by those paragraph 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 mean 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 event that a claim for indemnification against
such liabilities (other than the 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 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


<PAGE>


SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds 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 Haltom City, Texas on June 17, 2003.

     21st Century Technologies, Inc.



     By/s/ Arland Dunn
           Arland Dunn, CEO

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Arland Dunn, acting individually as his
attorney-in-fact, each with full power of substitution and resubstitution, for
him in any and all 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 full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, or their
substitute or substitutes, may lawfully do or cause to be 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 DUNN          CEO                          6/17/03
     ------------
    ARLAND DUNN
     ------------


<PAGE>


INDEX TO EXHIBITS


EXHIBIT
NO.                            DESCRIPTION
---                            -----------


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)


<PAGE>


                    Number of Shares and Options
                    --------------------------------

     4.1                5,000,000


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 18376}]
{"company-data": {"conformed-name": "21ST CENTURY TECHNOLOGIES INC", "cik": "0001090870", "assigned-sic": "3480", "irs-number": "481110566", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106448", "film-number": "03756418"}, "business-address": {"street1": "5050 EAST BELKNAP", "city": "HALTOM CITY", "state": "TX", "zip": "76117", "phone": "8172840099"}, "mail-address": {"street1": "5050 EAST BELKNAP", "city": "HALTOM CITY", "state": "TX", "zip": "76117"}}
As filed with the Securities and Exchange Commission on June ___, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    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)

                                   48-1110566
                      (I.R.S. Employer identification No.)

                         21ST CENTURY TECHNOLOGIES, INC.
                    5050 EAST BELKNAP, HALTOM CITY, TX 76117
                                 (818) 707-9466
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________
                                   Arland Dunn
                                       CEO
                         21ST CENTURY TECHNOLOGIES, INC.
                    5050 EAST BELKNAP, HALTOM CITY, TX 76117
                                 (818) 707-9466
          (Telephone number, including area code of agent for service)

                                    Copy to:
                               Michael L. Corrigan
                           City National Bank Building
                        4275 Executive Square, Suite 210
                               La Jolla, CA 92037
                                 (858) 731-0044

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
CALCULATION OF REGISTRATION FEE
                               -------------------------------

                       PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES      AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING          AMOUNT OF
TO BE REGISTERED          REGISTERED (1)      PER SHARE             PRICE(2)           REGISTRATION FEE
--------------------  -----------------  -----------------    --------------------     -----------------
COMMON STOCK
(NO PAR VALUE)                5,000,000    $           .09     $           450,000     $           36.41
--------------------  -----------------  -----------------    --------------------     -----------------
7
(1)   Represents 5,000,000 shares of Common Stock to be issued to a consultant,
as compensation for services rendered.
(2)   Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993.

PART I

INFORMATION REQUIRED IN THIS 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 Consultant and the Company and approved by the Board of
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 Consultant 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 5,000,000 shares of the Common
Stock to the Consultant upon effectiveness of the registration Statement.

Consultants:

The Consultant has agreed to provide its 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 Restrictions on Transfer

Upon the shares becoming "Earned" pursuant to the terms of Consultant's
engagement agreement, the Consultant will become the record and beneficial owner
of the shares of Common Stock upon issuance and delivery and is entitled to all
of the rights of ownership, including the right to vote any shares awarded and
to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultant, 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
Consultant 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 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 Consultant is urged to consult his tax advisor 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 of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
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 event 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 called "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 been 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 Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

The company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2002, filed pursuant to Section 13 of the
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 shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15 (d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing. All documents which when 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 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to 5050 EAST BELKNAP, HALTOM CITY, TX 76117.
Legal Opinions and Experts

Michael L. Corrigan 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 31, 2002,
have been audited by Turner, Stone & 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 document(s) 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
this 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 THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by 21st Century Technologies (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:

     (a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 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) 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

     Michael Corrigan does consulting work for 21st Century Technologies. from
time to time.

Item 6. Indemnification of Directors and Officers

The Company's indemnification policy covering officers and directors, as
contained in the by-laws, provides that the Company may indemnify at 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.

Item 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 file 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 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 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 be included in a post-effective amendment by those paragraph 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 mean 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 event that a claim for indemnification against
such liabilities (other than the 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 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 grounds 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 Haltom City, Texas on June 17, 2003.

     21st Century Technologies, Inc.

     By/s/ Arland Dunn
           Arland Dunn, CEO

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Arland Dunn, acting individually as his
attorney-in-fact, each with full power of substitution and resubstitution, for
him in any and all 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 full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, or their
substitute or substitutes, may lawfully do or cause to be 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 DUNN          CEO                          6/17/03
     ------------
    ARLAND DUNN
     ------------
INDEX TO EXHIBITS

EXHIBIT
NO.                            DESCRIPTION
---                            -----------

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
                    --------------------------------

     4.1                5,000,000