FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       ___________________________________

                         21ST CENTURY TECHNOLOGIES, INC.
              (Exact name of registrant as specified in its charter

                                     NEVADA
                         (State or other jurisdiction of
                         Incorporation or organization)

                                    48-11056
                     (I.R.S. Employer Identification Number)

                         21st CENTURY TECHNOLOGIES, INC.
                       2700 W. SAHARA BOULEVARD, SUITE 440
                             LAS VEGAS, NEVADA 89102
                                 (702) 248-1588
          (Telephone number, including area code of agent for service)

                                    Copy to:

                                  Jesse Cortez
                            2700 W. Sahara Boulevard
                                    Suite 440
                             Las Vegas, Nevada 89102
                                 (702) 248-0799


                        CALCULATION OF REGISTGRATION FEE
________________________________________________________________________________

TITLE OF SECURITIES    PROPOSED MAXIMUM    PROPOSED MAXIMUM    AGGREGATE
TO BE REGISTERED       AMOUNT TO BE        OFFERING PRICE      OFFERING PRICE
                       REGISTERED(1)       PER SHARE (2)

COMMON STOCK           12,000,000          $.03                $360,000.00
($0.001 PAR VALUE)
________________________________________________________________________________

(1)     Represents 12,000,000 shares of Common Stock to be issued to consultants
        as compensation for services rendered

(2)     Estimated solely for the purpose of determining the amount of
        registration fees and pursuant to Rules 457(c) and 457(h) of the General
        Rules and Regulations under the Securities Act of 1933.


<PAGE>


PART 1.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information*

Item 2.           Registrant Information

Purposes:

The Common Stock will be issued by the Company pursuant to an agreement entered
into between the Consultants and the Company and approved by the Directors of
the Company (the "Board of Directors"). The agreement is intended to provide a
method whereby the Company may be stimulated by the personal involvement of the
Consultants in the Company's business thereby advancing the interests of the
Company and all of its shareholders.

Common Stock:

The Board has authorized the issuance of up to 12,000,000 shares of the Common
Stock to the Consultants upon effectiveness of the Registration Statement.

Consultants:

The Consultants have agreed to provide their expertise and advice to the Company
on a non-exclusive basis for the purpose of generally representing the Company
with respect to certain legal matters.

No Restriction on Transfer":

Upon the shares being "Earned" pursuant to the terms of the Consultants'
engagement agreements, the Consultants will become the record and beneficial
owners of the shares of Common Stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants:

The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultants, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the
following events occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultant receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on the date of the exercise, the difference between the exercise price and the
fair market value of the stock on the date of exercise will be deemed ordinary
income for federal tax purposes. The consultants are urged to consult their tax
advisors on this matter. Further, if any recipient is an "affiliate", section
16(b) of the Exchange Act is applicable and will affect the issue of taxation.


<PAGE>


Tax Treatment to the Company:

The amount income recognized by any recipient hereunder in accordance with the
foregoing discussion will be an expense deductible by the Company for the
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales:

In the event that an affiliate of the Company acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the even that any affiliate acquiring shares hereunder has sold or
sells any shares of common stock in the six months preceding or following the
receipt of shares hereunder, any so call "profit" as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to the Company. Services rendered have recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section
16(b) of the Exchange Act. The Company has agreed that for the purpose of any
"profit" computation under 16(b) the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of Common tock
acquired hereunder by persons other than affiliates are not subject to Section
16(b) of the Exchange Act.

Documents Incorporated by Reference:

The Company hereby incorporates (i)its annual report of Form 10-KSB for the year
ended December 31, 2002, filed pursuant to Section 13 of Exchange Act; (ii) any
and all Forms 10-QSB filed under the Securities or Exchange Act subsequent to
any filed form 10-KSB, as well as all other reports filed under Section 13 of
the Exchange Act; and (iii) its annual report, if any, to the shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to
incorporated by reference into this Prospectus and to be part hereof from the
date of the filing. All documents which when taken together, constitute this
Prospectus will be sent or given to participants by the Registrant as specified
by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information:

A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 42(b) under the Securities Act will be
furnished without charge upon written or oral request. Requests should be sent
to 2700 W. Sahara Boulevard, Suite 440, Las Vegas, Nevada 89102.

Jesse Cortez has rendered an opinion on the validity of the securities being
registered.

The Financial statements of 21st Century Technologies, Inc., by reference in the
Company's Annual Report (Form 10-KSB) for the period ended December 21, 2002,
have been audited by Turner, Stone and Company LLP, independent auditors, as set
forth in their report incorporated herein by reference and are incorporated
herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting.


<PAGE>


Indemnification of Officers and Directors:

Insofar as indemnification of liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

The documents containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are not being filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by reference in
the Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference:

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

     (a) The  Company's  annual  report of Form 10-KSB for the fiscal year ended
         December 21, 2002, filed April 17, 2003, file number 000-29209.
     (b) The Company's Form 10-QSB for the quarter ended March 31, 2003, filed
         May 20, 2003
     (c) The Company's Form 10-QSB for the quarter ended June 30, 2003, filed
         August 19, 2003.
     (d) Any document filed by the Company with the Commission pursuant to
         Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the
         date hereof, but prior to the filing of a post effective amendment to
         this Registration Statement which indicates that all shares of common
         stock registered hereunder have been sold or that deregisters all such
         shares of common stock then remaining unsold, such documents being
         deemed to be incorporated by reference herein and to be part hereof
         from the date of filing of such documents.

Item 4.  Description of Securities:

         Not Applicable

Item 5.  Interests of Named Experts and Counsel:

         John Hopf, Hugh O'Neill and Kevin Romney do consulting work for 21st
Century Technologies from time to time.


<PAGE>


Item 6.  Indemnification for Directors and Officers:

         The Company's indemnification policy covering offers and directors, as
contained in the by-laws, provides that the Company may indemnify its officers
or directors for costs reasonably incurred in connection with civil, criminal,
administrative and investigative proceedings. The Company may purchase
indemnification insurance for officers and directors.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed:

                  Not Applicable

1tem 8.  Exhibits:

         The exhibits to this Registration Statement are listed in the index to
Exhibits on Page 8.

Item 9.  Undertakings:

(a)         The undersigned registrant hereby undertakes:

           (1)  To filed during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent  post-effective  date of this  Registration
                     Statement  (or the  most  recent  post-effective  amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental  change in the  information set forth in this
                     Registration Statement;

                (iii)To include any material information with respect to the
                     plan of distribution not previously disclosed in this
                     Registration Statement or any material change to such
                     information in this Registration Statement; provided,
                     however, that paragraph 1(I) and 1(ii) do not apply if the
                     information required to included in a post-effective
                     amendment by those paragraphs is contained in periodic
                     reports filed by the Company pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in this Registration Statement.


<PAGE>


           (2)  That for the purpose of determining any liability under the
                Securities  Act of 1933,  each  such  post-effective  amendments
                shall be deemed to be a new registration  statement  relating to
                the  securities  offered  therein,  and  the  offering  of  such
                securities  at that time shall be deemed to be the initial  bona
                fide offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities Being registered  hereunder that
                remain unsold at the termination of the offering.

      (b)  The undersigned company hereby undertakes that for purposes of
      determining  any liability.  Under the Securities Act of 1933, each filing
      of the company's  annual report pursuant to Section 13(a) or Section 15(d)
      of the Securities and Exchange Act of 1934 (and,  where  applicable,  each
      filing of an employee  benefit  plan's annual  report  pursuant to Section
      15(d) of the  Securities  Exchange  Act of 1934) that is  incorporated  by
      reference  in the  Registration  Statement  shall  be  deemed  to be a new
      registration  statement relating to the securities offered therein and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

     (c)   Insofar as indemnification for liabilities arising under the
      Securities  Act of  1933  may be  permitted  to  directors,  officers  and
      controlling  persons  of  the  Company  pursuant  to  the  above-described
      provisions or otherwise,  the Company has been advised that in the opinion
      of the  Commission  such  indemnification  is  against  public  policy  as
      expressed in the Securities Act of 1933 and is, therefore,  unenforceable.
      In the even  that a claim for  indemnification  against  such  liabilities
      (other  than  payment by the  Company of  expenses  incurred  or paid by a
      director,  officer or controlling  person of the Company in the successful
      defense of any action,  suit or  proceeding) is asserted by such director,
      officer or  controlling  person in connection  with the  securities  being
      registered,  the  company  will,  unless in the opinion of its counsel the
      matter has been  settled by  controlling  precedent,  submit to a court of
      appropriate  jurisdiction the question of whether such  indemnification by
      it is against public policy as expressed in the Securities Act of 1933 and
      will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Las Vegas, Nevada on August 22, 2003.

21st Century Technologies, Inc.

by /s/ ARLAND D. DUNN
   _____________________________________
       Arland D. Dunn, President and CEO


<PAGE>


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

Each person whose signature appears below constitutes and appoints Arland D.
Dunn, acting individually as his attorney-in-fact, each with full power of
substitution and resubstitution, for him, in any and al capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact, or
their substitute or substitutes, may lawfully do or cause to done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.


Signature                           Title                              Date

/s/ ARLAND D. DUNN         President and CEO                  August 22, 2003
__________________
    Arland D. Dunn


INDEX TO EXHIBITS

Exhibit  Description
No.

4.1      Advisory and Consulting Agreements

5.1      Opinion of Counsel, regarding the legality of the securities registered
         hereunder.

23.1     Consent of Turner, Stone & Company  LLP

23.2     Consent of Counsel (Included as part of Exhibit 5.1)

24       Power of Attorney (Contained within Signature Page)

         Number of Shares and Options

                 12,000,000
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FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       ___________________________________

                         21ST CENTURY TECHNOLOGIES, INC.
              (Exact name of registrant as specified in its charter

                                     NEVADA
                         (State or other jurisdiction of
                         Incorporation or organization)

                                    48-11056
                     (I.R.S. Employer Identification Number)

                         21st CENTURY TECHNOLOGIES, INC.
                       2700 W. SAHARA BOULEVARD, SUITE 440
                             LAS VEGAS, NEVADA 89102
                                 (702) 248-1588
          (Telephone number, including area code of agent for service)

                                    Copy to:

                                  Jesse Cortez
                            2700 W. Sahara Boulevard
                                    Suite 440
                             Las Vegas, Nevada 89102
                                 (702) 248-0799

                        CALCULATION OF REGISTGRATION FEE
________________________________________________________________________________

TITLE OF SECURITIES    PROPOSED MAXIMUM    PROPOSED MAXIMUM    AGGREGATE
TO BE REGISTERED       AMOUNT TO BE        OFFERING PRICE      OFFERING PRICE
                       REGISTERED(1)       PER SHARE (2)

COMMON STOCK           12,000,000          $.03                $360,000.00
($0.001 PAR VALUE)
________________________________________________________________________________

(1)     Represents 12,000,000 shares of Common Stock to be issued to consultants
        as compensation for services rendered

(2)     Estimated solely for the purpose of determining the amount of
        registration fees and pursuant to Rules 457(c) and 457(h) of the General
        Rules and Regulations under the Securities Act of 1933.
PART 1.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information*

Item 2.           Registrant Information

Purposes:

The Common Stock will be issued by the Company pursuant to an agreement entered
into between the Consultants and the Company and approved by the Directors of
the Company (the "Board of Directors"). The agreement is intended to provide a
method whereby the Company may be stimulated by the personal involvement of the
Consultants in the Company's business thereby advancing the interests of the
Company and all of its shareholders.

Common Stock:

The Board has authorized the issuance of up to 12,000,000 shares of the Common
Stock to the Consultants upon effectiveness of the Registration Statement.

Consultants:

The Consultants have agreed to provide their expertise and advice to the Company
on a non-exclusive basis for the purpose of generally representing the Company
with respect to certain legal matters.

No Restriction on Transfer":

Upon the shares being "Earned" pursuant to the terms of the Consultants'
engagement agreements, the Consultants will become the record and beneficial
owners of the shares of Common Stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultants:

The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultants, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the
following events occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultants will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultant receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on the date of the exercise, the difference between the exercise price and the
fair market value of the stock on the date of exercise will be deemed ordinary
income for federal tax purposes. The consultants are urged to consult their tax
advisors on this matter. Further, if any recipient is an "affiliate", section
16(b) of the Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to the Company:

The amount income recognized by any recipient hereunder in accordance with the
foregoing discussion will be an expense deductible by the Company for the
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales:

In the event that an affiliate of the Company acquires shares of common stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the even that any affiliate acquiring shares hereunder has sold or
sells any shares of common stock in the six months preceding or following the
receipt of shares hereunder, any so call "profit" as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to the Company. Services rendered have recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section
16(b) of the Exchange Act. The Company has agreed that for the purpose of any
"profit" computation under 16(b) the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of Common tock
acquired hereunder by persons other than affiliates are not subject to Section
16(b) of the Exchange Act.

Documents Incorporated by Reference:

The Company hereby incorporates (i)its annual report of Form 10-KSB for the year
ended December 31, 2002, filed pursuant to Section 13 of Exchange Act; (ii) any
and all Forms 10-QSB filed under the Securities or Exchange Act subsequent to
any filed form 10-KSB, as well as all other reports filed under Section 13 of
the Exchange Act; and (iii) its annual report, if any, to the shareholders
delivered pursuant to Rule 14a-3 of the Exchange Act. In addition, all further
documents filed by the Company pursuant to Sections 13, 14 or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to
incorporated by reference into this Prospectus and to be part hereof from the
date of the filing. All documents which when taken together, constitute this
Prospectus will be sent or given to participants by the Registrant as specified
by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information:

A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 42(b) under the Securities Act will be
furnished without charge upon written or oral request. Requests should be sent
to 2700 W. Sahara Boulevard, Suite 440, Las Vegas, Nevada 89102.

Jesse Cortez has rendered an opinion on the validity of the securities being
registered.

The Financial statements of 21st Century Technologies, Inc., by reference in the
Company's Annual Report (Form 10-KSB) for the period ended December 21, 2002,
have been audited by Turner, Stone and Company LLP, independent auditors, as set
forth in their report incorporated herein by reference and are incorporated
herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting.
Indemnification of Officers and Directors:

Insofar as indemnification of liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

The documents containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are not being filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by reference in
the Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference:

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

     (a) The  Company's  annual  report of Form 10-KSB for the fiscal year ended
         December 21, 2002, filed April 17, 2003, file number 000-29209.
     (b) The Company's Form 10-QSB for the quarter ended March 31, 2003, filed
         May 20, 2003
     (c) The Company's Form 10-QSB for the quarter ended June 30, 2003, filed
         August 19, 2003.
     (d) Any document filed by the Company with the Commission pursuant to
         Sections 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the
         date hereof, but prior to the filing of a post effective amendment to
         this Registration Statement which indicates that all shares of common
         stock registered hereunder have been sold or that deregisters all such
         shares of common stock then remaining unsold, such documents being
         deemed to be incorporated by reference herein and to be part hereof
         from the date of filing of such documents.

Item 4.  Description of Securities:

         Not Applicable

Item 5.  Interests of Named Experts and Counsel:

         John Hopf, Hugh O'Neill and Kevin Romney do consulting work for 21st
Century Technologies from time to time.
Item 6.  Indemnification for Directors and Officers:

         The Company's indemnification policy covering offers and directors, as
contained in the by-laws, provides that the Company may indemnify its officers
or directors for costs reasonably incurred in connection with civil, criminal,
administrative and investigative proceedings. The Company may purchase
indemnification insurance for officers and directors.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed:

                  Not Applicable

1tem 8.  Exhibits:

         The exhibits to this Registration Statement are listed in the index to
Exhibits on Page 8.

Item 9.  Undertakings:

(a)         The undersigned registrant hereby undertakes:

           (1)  To filed during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

                (ii) To reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent  post-effective  date of this  Registration
                     Statement  (or the  most  recent  post-effective  amendment
                     thereof) which, individually or in the aggregate, represent
                     a fundamental  change in the  information set forth in this
                     Registration Statement;

                (iii)To include any material information with respect to the
                     plan of distribution not previously disclosed in this
                     Registration Statement or any material change to such
                     information in this Registration Statement; provided,
                     however, that paragraph 1(I) and 1(ii) do not apply if the
                     information required to included in a post-effective
                     amendment by those paragraphs is contained in periodic
                     reports filed by the Company pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in this Registration Statement.
(2)  That for the purpose of determining any liability under the
                Securities  Act of 1933,  each  such  post-effective  amendments
                shall be deemed to be a new registration  statement  relating to
                the  securities  offered  therein,  and  the  offering  of  such
                securities  at that time shall be deemed to be the initial  bona
                fide offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities Being registered  hereunder that
                remain unsold at the termination of the offering.

      (b)  The undersigned company hereby undertakes that for purposes of
      determining  any liability.  Under the Securities Act of 1933, each filing
      of the company's  annual report pursuant to Section 13(a) or Section 15(d)
      of the Securities and Exchange Act of 1934 (and,  where  applicable,  each
      filing of an employee  benefit  plan's annual  report  pursuant to Section
      15(d) of the  Securities  Exchange  Act of 1934) that is  incorporated  by
      reference  in the  Registration  Statement  shall  be  deemed  to be a new
      registration  statement relating to the securities offered therein and the
      offering of such securities at that time shall be deemed to be the initial
      bona fide offering thereof.

     (c)   Insofar as indemnification for liabilities arising under the
      Securities  Act of  1933  may be  permitted  to  directors,  officers  and
      controlling  persons  of  the  Company  pursuant  to  the  above-described
      provisions or otherwise,  the Company has been advised that in the opinion
      of the  Commission  such  indemnification  is  against  public  policy  as
      expressed in the Securities Act of 1933 and is, therefore,  unenforceable.
      In the even  that a claim for  indemnification  against  such  liabilities
      (other  than  payment by the  Company of  expenses  incurred  or paid by a
      director,  officer or controlling  person of the Company in the successful
      defense of any action,  suit or  proceeding) is asserted by such director,
      officer or  controlling  person in connection  with the  securities  being
      registered,  the  company  will,  unless in the opinion of its counsel the
      matter has been  settled by  controlling  precedent,  submit to a court of
      appropriate  jurisdiction the question of whether such  indemnification by
      it is against public policy as expressed in the Securities Act of 1933 and
      will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Las Vegas, Nevada on August 22, 2003.

21st Century Technologies, Inc.

by /s/ ARLAND D. DUNN
   _____________________________________
       Arland D. Dunn, President and CEO
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

Each person whose signature appears below constitutes and appoints Arland D.
Dunn, acting individually as his attorney-in-fact, each with full power of
substitution and resubstitution, for him, in any and al capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact, or
their substitute or substitutes, may lawfully do or cause to done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature                           Title                              Date

/s/ ARLAND D. DUNN         President and CEO                  August 22, 2003
__________________
    Arland D. Dunn

INDEX TO EXHIBITS

Exhibit  Description
No.

4.1      Advisory and Consulting Agreements

5.1      Opinion of Counsel, regarding the legality of the securities registered
         hereunder.

23.1     Consent of Turner, Stone & Company  LLP

23.2     Consent of Counsel (Included as part of Exhibit 5.1)

24       Power of Attorney (Contained within Signature Page)

         Number of Shares and Options

                 12,000,000