8-K

                                  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):  March 19, 2004



                  INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)



                                     Florida
         (State or other jurisdiction of incorporation or organization)

                000-31507                           06-1588136
        (Commission File Number)         (IRS Employer Identification No.)

          9103 EMMOTT ROAD, BUILDING 6, SUITE A,          77040
                      HOUSTON TEXAS                     (Zip Code)
         (Address of principal executive offices)

                                 (713) 466-6585
              (Registrant's telephone number, including area code)




ITEM  4.  CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On  March  19,  2004,  the  registrant  terminated  the  client-auditor
relationship  between  Randy Simpson, C.P.A., PC ("Simpson") and the registrant.

     Simpson's  reports  on  the  registrant's financial statements for the year
ended  December  31,  2002 did not contain an adverse opinion or a disclaimer of
opinion,  and  were not qualified or modified as to uncertainty, audit scope, or
accounting  principles,  except that Simpson's reports on the registrant's Forms
10-QSB  for  the  year 2002 and Form 10-KSB for the year ended December 31, 2002
raised  substantial  doubt  about  its  ability  to continue as a going concern.

     The  decision  to  change  accountants  was recommended by the registrant's
Board  of  Directors.

     During  the  two most recent fiscal years and any subsequent interim period
through  March  19,  2004  there  have  not  been  any disagreements between the
registrant  and  Simpson  on  any  matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements, if not resolved to the satisfaction of Simpson, would have caused
it  to  make  reference to the subject matter of the disagreements in connection
with  its  reports  on  the  financial  statements  for  such  periods.

     Regulation S-K Item 304(a)(1)(v) is not applicable to this report.

     On  March  19, 2004 the registrant engaged Malone & Bailey, P.C., certified
public  accountants,  ("Malone  &  Bailey")  as  the  registrant's  independent
accountants  to report on the registrant's balance sheet as of December 31, 2003
and  2002,  and  the related combined statements of income, stockholders' equity
and cash flows for the years then ended. The decision to appoint Malone & Bailey
was  approved  by  the  registrant's  Board  of  Directors.

     During  the  registrant's  two  most recent fiscal years and any subsequent
interim  period  prior  to  the  engagement  of  Malone  &  Bailey,  neither the
registrant  nor anyone on the registrant's behalf consulted with Malone & Bailey
regarding  either  (i)  the  application of accounting principles to a specified
transaction,  either contemplated or proposed, or the type of audit opinion that
might  be  rendered  on the registrant's financial statements or (ii) any matter
that  was  either  the  subject  of  a  "disagreement"  or a "reportable event."

     The  registrant  has  provided  the  former accountants with a copy of this
report  before its filing with the Commission.  The registrant has requested the
former  accountants  to  furnish  the  registrant with a letter addressed to the
Commission  stating whether it agrees with the statements made by the registrant
in  this  report  and,  if not, stating the respects in which they do not agree.
The  registrant  has  filed the former accountants' letter as an exhibit to this
report.



ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.

     (a)     Financial  Statements.
             ----------------------

     None.

     (b)     Exhibits.
             --------

     The following exhibit is filed herewith:


EXHIBIT NO.    IDENTIFICATION OF EXHIBIT
- -----------    -------------------------

    16         Letter from Randy Simpson, P.A., stating whether they agree with
               the statements made by the registrant in this report.



                                   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.

Date: March 23, 2004


                            INTERNATIONAL TRUST AND FINANCIAL
                            SYSTEMS, INC.



                            By /s/ Wilbert H. Marmion
                               -----------------------------------------------
                               Wilbert H. Marmion, Chief Executive Officer

EX-16

                              Randy Simpson CPA PC
                              11775 Nicklaus Road
                                Sandy, Utah 84092

Exhibit 16

March 24, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: International Trust & Financial Systems, Inc.
Commission File No. 000-31507

Ladies and Gentlemen:

We have read the statements made by International Trust & Financial Systems,
Inc., which we understand were filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated March 23, 2004. We
agree with the statements concerning our Firm in such Form 8-K.

Signed by,

/s/  Randy Simpson CPA PC
- -------------------------------------
Randy Simpson CPA PC