10QSB 1 0001.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

(Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission File No.

PRECOM TECHNOLOGY, INC. (Name of Small Business Issuer in Its Charter)

Florida 06-1588136 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)

2001 West Main Street, Suite 208, Stamford, CT 06902 (Address of Principal Executive Offices) (Zip Code)

(203) 961-0306 (Issuer's Telephone Number, Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No X

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 15, 2000, the Company had 19,458,522 shares of Common Stock outstanding, $0.001 par value.

PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999

Part I - FINANCIAL INFORMATION

TABLE OF CONTENTS Page No.

INDEPENDENT ACCOUNTANTS' REVIEW REPORT 1

FINANCIAL STATEMENTS

Balance Sheets 2

Statements of Operations 3

Statement of Changes in Stockholders' Equity (Deficit) 4

Statements of Cash Flows 5 - 6

Notes to Financial Statements 7 - 11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-12

PART II - OTHER INFORMATION 13

Item 1. Legal Proceedings 13

Item 2. Changes in Securities 13

Item 3. Defaults Upon Senior Securities 14

Item 4. Submission of Matters to a Vote of Security Holders 14

Item 5. Other Information 14

Signatures 14

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended December 31, 1999. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended September 30, 2000 are not necessarily indicative of results that may be expected for the year ending December 31, 2000. The financial statements are presented on the accrual basis.

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Stockholders Precom Technology, Inc. Stamford, Connecticut

We have reviewed the accompanying balance sheets of Precom Technology, Inc. as of September 30, 2000 and 1999 and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the three and nine months then ended, and for the period from September 1, 1996 (date of inception) to September 30, 2000, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Precom Technology, Inc.

A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles.

As discussed in Note 6, certain conditions indicate that the company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the company be unable to continue as a going concern.

Moffitt & Company, P.C. Scottsdale, Arizona

October 26, 2000

PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS SEPTEMBER 30, 2000 (UNAUDITED)

ASSETS 2000 1999 ---------------------------- TOTAL ASSETS $ 0 $ 0 ============================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES Accounts payable Stock Transfer Agent $ 15,000 $ 15,000 Greenwich Financial Group 39,200 0 ----------------------------- TOTAL CURRENT LIABILITIES 54,200 15,000

STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, par value $ 0.001 per share Authorized 10,000,000 shares Issued and outstanding - 0 - shares 0 Common stock, par value $ 0.001 per share Authorized 50,000,000 shares Issued and outstanding 19,208,522 shares in 1999 0 19,209 19,458,522 shares in 2000 19,459 0 Paid in capital in excess of par value of stock 345,904 339,184 Deficit accumulated during the development stage ( 419,563) ( 373,393) ----------------------------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 54,200) ( 15,000) ----------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0 ==============================

See Accompanying Notes and Independent Accountant's Review Report

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED) Three Nine Months Months Ended Ended September 30, 2000 September 30, 2000 ------------------------------------------- REVENUE $ 0 $ 0

DEVELOPMENT COSTS 22,000 46,170 ---------------------------------------- NET (LOSS) $ ( 22,000) $ ( 46,170) ======================================== NET (LOSS) PER COMMON SHARE

BASIC AND DILUTED $ .00 $ .00 ========================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

BASIC AND DILUTED 19,308,522 19,308,522 ========================================

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED) CONTINUED --------- Three Nine June 27, 1998 Months Months (Date of Ended Ended Inception to September 30, 1999 September 30, 1999 September 30, 2000 ----------------------------------------------------------- REVENUE $ 0 $ 0 $ 0

DEVELOPMENT COSTS 0 7,249 419,563 ----------------------------------------------------------- NET (LOSS) $ 0 $ (7,249) $ (419,563) =========================================================== NET (LOSS) PER COMMON SHARE

BASIC AND DILUTED $ .00 $ .00 ========================================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

BASIC AND DILUTED 19,208,522 19,208,522 ========================================

See Accompanying Notes and Independent Accountant's Review Report.

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED) Preferred Stock Common Stock Shares Amount Shares Amounts ---------------------------------------------------- September 1, 1996 (Date if inception) 0 $ 0 0 $ 0

September, 1996 - Share issued for services 0 0 1,000,000 1,000

October, 1996 - Shares issued for cash 0 0 1,000,000 1,000

Net (loss) for the period from September 1, 1996 to December 31, 1996 0 0 0 0 ---------------------------------------------------- BALANCE, DECEMBER 31, 1996 0 0 2,000,000 2,000

March 1997 - Shares issued for cash 0 0 4,000,000 4,000

March 1997 - Shares issued for settlement of failed mergers 0 0 7,208,522 7,209

Net (loss) for the year ended December 31, 1997 0 0 0 0 ---------------------------------------------------- BALANCE, DECEMBER 31, 1997 0 0 13,208,522 13,209

August 1998 - Shares issued for services 0 0 6,000,000 6,000

Net (loss) for the year ended December 31, 1998 0 0 0 0 ---------------------------------------------------- BALANCE, DECEMBER 31, 1998 0 0 19,208,522 19,209

Net (loss) for the year ended December 31, 1999 0 0 0 0 ---------------------------------------------------- BALANCE, DECEMBER 31, 1999 0 0 19,208,522 19,209

August 2000 - issuance of common stock for Provence Capital Corporation, Inc. 0 0 250,000 250

Net (loss) for the nine months ended September 30, 2000 0 0 0 0 ---------------------------------------------------- BALANCE, SEPTEMBER 30, 2000 0 $ 0 19,458,522 $ 19,459 ====================================================

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED) CONTINUED --------- Paid in Deficit Capital in Accumulated Excess of During the Par Value Development of Stock Stage ------------------------------------ September 1, 1996 (Date if inception) $ 0 $ 0 September, 1996 - Share issued for services 0 0

October, 1996 - Shares issued for cash 49,184 0

Net (loss) for the period from September 1, 1996 to December 31, 1996 0 (16,703) ------------------------------------------- BALANCE, DECEMBER 31, 1996 49,184 (16,703)

March 1997 - Shares issued for cash 196,000 0

March 1997 - Shares issued for settlement of failed mergers 0 0

Net (loss) for the year ended December 31, 1997 0 (178,200) -------------------------------------------- BALANCE, DECEMBER 31, 1997 245,184 (194,903)

August 1998 - Shares issued for services 94,000 0

Net (loss) for the year ended December 31, 1998 0 (171,241) -------------------------------------------- BALANCE, DECEMBER 31, 1998 339,184 (366,144)

Net (loss) for the year ended December 31, 1999 0 (7,249) -------------------------------------------- BALANCE, DECEMBER 31, 1999 339,184 (373,393)

August 2000 - issuance of common stock for Provence Capital Corporation, Inc. 6,720 0

Net (loss) for the nine months ended September 30, 2000 0 (46,170) -------------------------------------------- BALANCE, SEPTEMBER 30, 2000 $ 345,904 $ (419,563) ============================================ See Accompanying Notes and Independent Accountant's Review Report.

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED) Nine Months Ended September 1, 1996 September 30, (Date of Inception) to 2000 1999 September 30,2000 ----------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ ( 46,170) $ (7,249) $ ( 419,563) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Stock issued for failed mergers 0 0 7,209 Stock issued by services 0 0 101,000 Stock issued for merger expenses 6,970 7,249 14,219 Changes in operating assets and liabilities: Accounts payable 39,200 0 54,200 ----------------------------------------------------- NET CASH (USED) BY OPERATING ACTIVITIES 0 0 ( 242,935) ---------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 ---------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 0 0 ( 242,935) ---------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0 ( 242,935) ---------------------------------------------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 0 0 0

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 0 0 0 ---------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 0 $ 0 $ 0 ==================================================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

INTEREST PAID $ 0 $ 0 $ 0 ==================================================== TAXES PAID $ 0 $ 0 $ 0 ====================================================

See Accompanying Notes and Independent Accountant's Review Report.

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED) Nine Months Ended September 1, 1996 September 30, (Date of Inception) to 2000 1999 September 30,2000 ------------------------------------------------------ SCHEDULE OF NON CASH FINANCING ACTIVITIES

ISSUANCE OF COMMON STOCK FOR FAILED MERGERS $ 0 $ 0 $ 7,209 ====================================================== ISSUANCE OF COMMON STOCK FOR SERVICES $ 0 $ 0 $ 101,000 ====================================================== ISSUANCE OF COMMON STOCK FOR MERGER EXPENSES $ 6,970 $ 7,249 $ 14,219 ======================================================

See Accompanying Notes and Independent Accountant's Review Report.

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business ------------------

Precom Technology, Inc. was organized on September 1, 1996, under the laws of the State of Florida. The company is in the development stage and does not have any planned activities.

Name Changes -------------

The company has changed its name as follows: At date of incorporation - Fairbanks, Inc. April 1997 - Jet Vacations, Inc. May 1998 - Precom Technology, Inc.

Cash and Cash Equivalents -------------------------

For purposes of the statement of cash flows, the company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Accounting Estimates --------------------

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used.

Income Taxes ------------

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net (Loss) Per Share --------------------

The company adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareowners by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilutive effects on net loss per share are excluded.

NOTE 2 DEVELOPMENT STAGE OPERATIONS

As of September 30, 2000, the company was in the development stage of operations. According to the Financial Accounting Standards Board of the Financial Accounting Foundation, a development stage company is defined as a company that devotes most of its activities to establishing a new business activity. In addition, planned principle activities have not commenced, or have commenced and have not yet produced significant revenue.

The company expensed $22,000 of development costs for the nine months ended September 30, 2000 and $419,563 for the period from September 1, 1996 (date of inception) to September 30, 2000.

NOTE 3 INCOME TAXES

(Loss) before income taxes $ ( 46,170)

The provision for income taxes is estimated as follows: Currently payable $ 0 ----------------- Deferred $ 0 ----------------- A reconciliation of the provision for income taxes compared with the amounts at the Federal Statutory income tax rates is as follows:

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

NOTE 3 INCOME TAXES (CONTINUED)

Tax at Federal Statutory income tax rates $ 0 ----------------- Deferred income tax assets and liabilities reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured by tax laws.

The net deferred tax asset is: $ 0 ------------------- The net deferred tax liability is: $ 0 ------------------- Temporary differences and carry forwards that give rise to deferred tax assets and liabilities include the following:

Deferred Tax ------------ Assets Liabilities --------------------------- Net operating losses $ 59,000 $ 0

Valuation allowance 59,000 0 --------------------------- Total deferred taxes $ 0 $ 0 ===========================

A reconciliation of the valuation allowance is as follows:

Balance, January 1, 2000 $ 56,009

Addition for the nine months ended September 30, 2000 2,991 ------------------ Balance, September 30, 2000 $ 59,000 ==================

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

NOTE 4 NET OPERATING LOSS CARRYFOWARDS

The company has the following net operation loss carryforwards at September 30, 2000: Tax Year Amount Expiration date ---------------------------------------------------------- December 31, 1996 $ 16,703 2016 December 31, 1997 178,200 2017 December 31, 1998 171,241 2018 December 31, 1999 7,249 2019 December 31, 2000 46,170 2020 ------------------ $ 419,563 ==================

Future changes in ownership may limit the ability of the company to utilize its net operating loss carryforwards.

NOTE 5 PREFERRED STOCK

No rights or preferences have been assigned to the preferred stock.

NOTE 6 GOING CONCERN

These financial statements are presented on the basis that the company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The company has incurred development losses of $419,563 from inception. In addition, the company has abandoned all development activities, and has no assets. These factors raise doubt as to the company's ability to continue as a going concern.

NOTE 7 UNAUDITED FINANCIAL INFORMATION

The accompanying financial information as of September 30, 2000 is unaudited. In managements opinion, such information includes all normal recurring entries necessary to make the financial information not misleading.

NOTE 8 BUSINESS COMBINATION

In August 2000, the company completed a merger with Provence Capital Corporation, Inc. by exchanging 250,000 shares of common stock for 100% of the outstanding shares of Provence Capital Corporation, Inc.

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PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

NOTE 8 BUSINESS COMBINATION(CONTINUED)

The merger has been accounted for as a pooling of interest and the company recorded the merger as follows:

Increase in common stock $ 250

Increase in paid in capital in excess of par value of stock 6,720

Increase in development costs for the year 2000 6,970

The following unaudited information presents certain income statement data of the separate companies for the periods preceding the merger:

1999 1998 ----------------------- Net sales Precom Technology, Inc. $ 0 $ 0 Provence Capital Corporation, Inc. 0 0

Net (loss) Precom Technology, Inc. ( 42,170) ( 7,249) Provence Capital Corporation, Inc. ( 6,970) 0

There were no material transactions between Precom Technology, Inc. and Provence Capital Corporation, Inc. prior to the merger. The effects of conforming Provence Capital Corporation, Inc.'s accounting policies to those of Precom Technology, Inc. were not material.

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Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations

PRECOM TECHNOLOGY, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements --------------------------

Forward-looking statements, based on management's current views and assumptions, are made throughout the Management's Discussion and Analysis and elsewhere in this report to stockholders. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected. Among the factors that may affect operating results are the following: success of the Company's change in focus; competitive environment; and general economic conditions.

Results of Operations ---------------------

Quarter Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 --------------------------------------------- Net Sales $ 0 $ 0 $ 0 $ 0 Cost of Sales (Development Sales) 22 0 46 7 Gross Profit <22> 0 <46> <7>

Future Outlook ----------

Headquartered in Stamford, Connecticut, the Company intends to merge with another company which features high technology advanced products and new ventures in distribution areas for the emerging disc industry (DVD).

The Company will begin a marketing campaign in the computer and digital areas, in a direction preparing for the expansion of DVD technologies. Its goal is to expand current operations to include extended film libraries in the DVD markets as well as to create consumer disc and interactive products currently unparalleled in the marketplace.

To develop these markets, the Company intends to merge with a company that will have licensing, new productions and an aggressive marketing campaign which will insure greater market penetration and exploitation into the DVD market. The Company intends to acquire rights from independent and major film studios which will develop substantially more products utilizing an already existent sales base without the pitfalls of a start-up company.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. None.

Item 2. Changes in Securities. See Item 4. below.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders.

In August 2000; a majority of the shareholders of the Company approved the Stock Acquisition and Reorganization Agreement with Provence Capital Corporation, Inc. and the issuance of 250,000 shares of the Company to Provence shareholders in accordance therewith. To date, such shares have not been issued.

Item 5. Other information. None.

Item 6. Exhibits and reports on Form 8-K. On September 12, 2000, the Company filed an 8-K12G3 with the Securities and Exchange Commission. (SEC File No. 000-31507)

Exhibit 27 - Financial Date Schedule - Electronic Filing Only

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this 10-QSB report to be signed on its behalf by the undersigned thereunto duly authorized.

Precom Technology, Inc., a Florida corporation

By: /s/ Nicholas M. Calapa ------------------------- Nicholas M. Calapa President

DATED: November 16, 2000