-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q2oT+mPMTfhUmUlviAdt/OnsHp9K4NzlpxeyNjbroSVdjnG+XKjPIOw3QUIJhKpP 9dZOgya1NaLOrvNdMAGNWQ== 0001123195-03-000016.txt : 20030721 0001123195-03-000016.hdr.sgml : 20030721 20030721160811 ACCESSION NUMBER: 0001123195-03-000016 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL TRUST & FINANCIAL SYSTEMS INC CENTRAL INDEX KEY: 0001123195 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061588136 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-31507 FILM NUMBER: 03794752 BUSINESS ADDRESS: STREET 1: 4232 D'ESTE COURT CITY: LAKE WORTH STATE: FL ZIP: 33467 BUSINESS PHONE: 5169647925 MAIL ADDRESS: STREET 1: 4232 D'ESTE COURT CITY: LAKE WORTH STATE: FL ZIP: 33467 10QSB/A 1 s10q1a2.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 March 31, 2003 [ ] Transition Report Under Section 13 Or 15(D) Of The Exchange Act For the transition period from ____________ to ____________ Commission File No. 0-31507 International Trust & Financial Systems, 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.) 4232 D'Este Court, Lake Worth, Florida 33467 (Address of Principal Executive Offices) (561) 543-9501 (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 X No _______ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of April 30, 2003, the Company had 24,389,916 shares of Common Stock outstanding, $0.001 par value and 5,000,000 shares of preferred stock outstanding. Transitional Small Business Disclosure Format (check one): Yes No X__ PART I - FINANCIAL INFORMATION Item 1. Financial Statements: BASIS OF PRESENTATION As used in this report, the term "Company" refers to International Trust & Financial Systems, Inc., a Florida corporation, unless otherwise indicated. 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 financial statements for the year ended December 31, 2002 which are included in our Form 10-KSB filed with the Securities and Exchange Commission ("SEC") on May 5, 2003. 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 three months ended March 31, 2003 are not necessarily indicative of results that may be expected for the year ending December 31, 2003. The financial statements are presented on the accrual basis. The Company's independent auditor has not reviewed the financial statements included in this filing. An amendment to this filing will be made when the independent review is completed. INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. Formerly PRECOM TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 TABLE OF CONTENTS Page No. ACCOUNTANT'S REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheet 2 Statements of Operations 3 Statement of Stockholders' (Deficit) 4 - 6 Statements of Cash Flows 7 Notes to Financial Statements 8 - 11 Randy Simpson CPA, P.C. 11775 South Nicklaus Road Sandy, Utah 84092 Phone (801) 572-3009 Fax (801) 606-2895 Board of Directors and Stockholders International Trust & Financial Systems, Inc. (A Development Stage Company) INDEPENDENT ACCOUNTANT'S REVIEW REPORT I have reviewed the accompanying balance sheet of International Trust & Financial Systems, Inc. (a development stage company) as of March 31, 2003, and the related combined statements of operations, stockholders' (deficit) and cash flows for the three months then ended, in accordance with Statements on Standards of 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 International Trust & Financial Systems, 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, I do not express such an opinion. Based on my review, I am 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. The accompanying financial statements have been prepared assuming the company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred net losses of $779,307, has a deficit stockholders' equity, and needs additional capital to finance operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. I have audited, in accordance with generally accepted auditing standards, the balance sheet of International Trust & Financial Systems, Inc. (a development stage company) as of December 31, 2002 and the related statements of operations, stockholders' (deficit), and cash flows for the year then ended (not presented herein); and in my report dated June 27, 2003, I expressed an unqualified opinion on those financial statements. In my opinion, the information set forth in the accompanying balance sheet as of December 31, 2002, is fairly stated in all material respects in relation to the balance sheet from which it has been derived. /s/ Randy Simpson, CPA, P.C. A Professional Corporation June 27, 2003 Sandy, Utah INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Formerly PRECOM TECHNOLOGY, INC.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS MARCH 31, 2003 AND DECEMBER 31, 2002 March 31, December 31, 2003 2002 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 188 $ 354 TOTAL CURRENT ASSETS 188 354 PROPERTY AND EQUIPMENT Office equipment 9,346 9,346 Less accumulated depreciation (1,405) (936) NET PROPERTY AND EQUIPMENT 7,941 8,410 OTHER ASSETS 1,000 1,000 TOTAL ASSETS $ 9,129 $ 9,764 LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable $ 7,481 $ 5,541 Advances by officer 35,731 - TOTAL CURRENT LIABILITIES 43,212 31,672 STOCKHOLDERS' (DEFICIT) Preferred stock, Series B, no par value Authorized 10,000,000 shares Issued and outstanding 5,000,000 shares 1,000 1,000 Common stock, par value $ 0.001 per share Authorized 50,000,000 shares Issued and outstanding 24,389,916 shares 24,389 24,389 Paid in capital in excess of par value of stock 719,835 719,835 Deficit accumulated during the development stage (779,307) (767,132) TOTAL STOCKHOLDERS' (DEFICIT) (34,083) (21,908) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 9,129 $ 9,764 See Accompanying Notes and Accountant's Review Report INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Formerly PRECOM TECHNOLOGY, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO MARCH 31, 2003 (Unaudited) For the Period From September 1, 1996 (date of Inception) to March 31, 2003 2002 2003 REVENUE $ - $ - $ 6,768 EXPENSES General and administrative 11,706 11,605 167,632 Development costs - - 466,361 Bad debt expense - - 150,677 Depreciation 469 - 937 TOTAL EXPENSES 12,175 11,605 786,075 NET (LOSS) $ (12,175) $ (11,605) $ (779,307) NET (LOSS) PER COMMON SHARE $ ( .000) $ (. 038) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 24,389,916 2,120,820 See Accompanying Notes and Accountant's Review Report INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Formerly PRECOM TECHNOLOGY, INC.) STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO MARCH 31, 2003
Paid in Deficit Capital in Accumulated Excess of during the Par Value Development Preferred Stock Common Stock of Stock Stage Total Shares Amount Shares Amount September 1 1996 $ $ $ $ $ (Date of Inception) - - - - - - - September, 1996- Shares issued for services - - 50,000 50 950 - 1,000 October, 1996- Shares issued for cash - - 50,000 50 50,134 - 50,084 Net (loss) for the period from September 1, 1996 to December 31, 1996 - - - - - (16,703) (16,703) BALANCE, DECEMBER 31, 1996 $ - $ - $100,000 $100 $50,984 $(16,703) $34,481 March 1997- Shares issued for cash - - 200,000 200 199,800 - 200,000 March 1997-Shares issued for settlement of failed mergers - - 360,410 360 6,849 - 7,209 Net (loss) for the year ended December 31, 1997 - - - - - (178,200) (178,200) BALANCE, DECEMBER 31, 1997 $ - $ - $660,410 $660 $257,633 $(194,903) $63,490 See Accompanying Notes and Independent Auditor's Report INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Formerly PRECOM TECHNOLOGY, INC.) STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO MARCH 31, 2003 Paid in Deficit Capital in Accumulated Excess of during the Par Value Development Preferred Stock Common Stock of Stock Stage Total Shares Amount Shares Amount August 1998- Shares issued for services - - 300,000 300 99,700 - 100,000 Net (loss) for the year ended December 31, 1998 - - - - - (171,241) (171,241) BALANCE, DECEMBER 31, 1998 $ - $ - $960,410 $960 $357,333 $(366,144) $(7,751) Net (loss) for the year ended December 31, 1999 - - - - - (7,249) (7,249) BALANCE, DECEMBER 31, 1999 $ - $ - $960,410 $960 $357,333 $(373,393) $(15,000) August 2000-issuance of common stock for Provence Capital Corporation, Inc. - - 100,000 100 6,870 - 6,970 Net (loss) for the year ended December 31, 2000 - - - - - (58,741) (58,741) BALANCE, DECEMBER 31, 2000 $ - $ - $1,060,410 $1,060 $364,203 $(432,134) $(66,771) Net (loss) for the year ended December 31, 2001 - - - - - (38,446) (38,446) BALANCE, DECEMBER 31, 2001 $ - $ - $1,060,410 $1,060 $364,203 $(470,580) $(105,217) See Accompanying Notes and Independent Auditor's Report INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Formerly PRECOM TECHNOLOGY, INC.) STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO MARCH 31, 2003 Paid in Deficit Capital in Accumulated Excess of during the Par Value Development Preferred Stock Common Stock of Stock Stage Total Shares Amount Shares Amount April 2002- Shares issued for conversion of debt - - 1,015,406 1,015 100,526 - 101,541 April 2002-preferred shares issued for interest in venture fund 5,000,000 1,000 - - - - 1,000 May 2002-shares issued for services - - 1,326,250 1,326 57,909 - 59,235 September 2002- shares issued for debt - - 1,750,000 1,750 71,542 - 73,292 October 2002- shares issued for services - - 18,287,850 18,288 65,026 - 83,314 December 2002- shares issued for services - - 950,000 950 60,529 - 61,479 Net (loss) for the year ended December 31, 2002 - - - - - (296,552) (296,552) BALANCE, DECEMBER 31, 2002 5,000,000 $1,000 23,439,916 $24,389 $719,735 $(767,132) $(21,908) Net (loss) for the period ending 3/31/2003 (Unaudited) - - - - - (12,330) (12,330) BALANCE, MARCH 31, 2003 5,000,000 $1,000 23,439,916 $24,389 $719,835 $(779,462) 34,238)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Formerly PRECOM TECHNOLOGY, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE QUARTERS ENDED MARCH 31, 2003 AND 2002 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO MARCH 31, 2003 (Unaudited) For the period from September 1, 1996 (Date of Inception) to March 31, 2003 2002 2003 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ (12,175) $ ( 11,605) $ (779,307) Adjustments to reconcile net (loss) to net cash (used) by operating activities: Stock issued for merger expenses - - 14,179 Stock issued for services - - 305,028 Depreciation 469 - 1,405 Changes in operating assets and liabilities: Increase (decrease) in accounts payable 1,940 11,605 17,081 NET CASH (USED) BY OPERATING ACTIVITIES (9,766) - (441,148) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment - - (9,346) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - - 425,017 Advances by officer 9,600 - 26,131 NET CASH PROVIDED BY FINANCING ACTIVITIES 9,600 - 451,148 NET INCREASE (DECREASE) IN CASH (166) - 188 CASH AT BEGINNING OF PERIOD 354 - - CASH AT END OF PERIOD $ 188 $ - $ 188 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ - $ - $ - Taxes $ - $ - $ 250 SCHEDULE OF NON-CASH FINANCING ACTIVITIES: Issuance of common stock for merger expenses $ - $ - $ 14,179 Issuance of common stock for services $ - $ - $ 305,028 Issuance of preferred stock for investment $ - $ - $ 1,000 See Accompanying Notes and Accountant's Review Report INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 (Unaudited) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business International Trust & Financial Systems, Inc., formerly Precom Technology, Inc. (the "Company") was organized on September 1, 1996, under the laws of the State of Florida. In August 2000, the Company completed a merger with Provence Capital Corporation, Inc. by exchanging 200,000 shares of common stock for 100% of the outstanding shares of Provence Capital Corporation, Inc. In April, 2002, a controlling interest in the Company was acquired by CGI International Holdings, Inc. ("CGI") by the subscription for 40 million shares of the Company's common stock in exchange for a promissory note in the amount of $2 million, secured by the stock issued to CGI. In June 2002, CGI notified the Company that it would not be able to pay the promissory note and the 40 million shares of common stock issued to CGI were cancelled, effective August 1, 2002. Subsequent to the acquisition of control by CGI, the Company organized itself as a financial services holding company and positioned itself to provide financial services to a select group of domestic and foreign high net worth individuals and their business operations. To accomplish this new business strategy, the Company began to negotiate a series of acquisitions in the financial services area; however, due to the uncertainties in the economy, a concerted effort by the Internal Revenue Service to limit or eliminate certain types of tax planning, and undisclosed problems with certain acquisitions, the Company was not able to launch its new financial services strategy successfully in 2002. The Company intends to continue its efforts to develop its financial services business in 2003; but the continued uncertainties in the economy make the prospects for success uncertain. Accordingly, the Company has determined to continue its status as a development stage company, and also will seek merger candidates to develop new lines of business for the Company. 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. July 2002-International Trust & Financial Systems, Inc. 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. INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 (Unaudited) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 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. 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 (loss) per share is computed by dividing net (loss) available to common stockholders' by the weighted average number of common shares outstanding for the period. Diluted (loss) per share is not presented because the effect would be anti-dilutive. Property and Equipment Property and equipment consists of office equipment which is recorded at cost and depreciated, for financial reporting purposes, over five years using the straight-line method. Maintenance, repairs and minor renewals are charged to operations as incurred. Additions and betterments are capitalized. When assets are disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Impairment losses are recorded in the accounts when events and circumstances indicate the assets may be impaired. If impairment occurs, the loss is measured by comparing the fair value of the asset to its carrying amount. NOTE 2 CAPITAL STOCK Stock Splits On February 5, 2001, the Company effected a 1 for 100 reverse stock split on 19,208,522 shares of its common stock. On March 19, 2001, the Company then had a 10-1 forward stock split on 192,008 shares. On September 10, 2002, the Company effected a 1 for two reverse stock split on 6,804,131 shares, leaving 3,402,066 common shares then outstanding. The stock splits have been retroactively recorded in the financial statements as if they occurred at the date of inception. INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 (Unaudited) NOTE 2 CAPITAL STOCK (Continued) Warrants On April 6, 2002, the Company issued to Greenwich Financial Group, a holder of the Company's common stock, warrants to purchase 500,000 post split shares of the Company's common stock for $4.00 per share. The warrants expire on April 16, 2005. No warrants were exercised as of March 31, 2003. Stock Option Plan On April 9, 2002, The Company established the 2002 employee stock option plan and reserved 2,321,410 shares of common stock for issuance under the plan. No options have been issued under this plan. Preferred Stock On June 30, 2002, the Company issued 5,000,000 shares of Series B, no par value convertible preferred stock for a limited partnership interest in Prospect Street Capital Partners, L.P. Series B preferred stock participates in dividends with the Company's par value $.001 common stock and is convertible, at the option of the holder, at any time after issuance into such whole number of fully paid and non-assessable shares of the Company's common stock with a market value at the time of conversion sufficient to meet the capital call of the limited partnership, up to a maximum conversion value of $10,000,000. Management has entered into discussions to cancel these shares and the interest of the Company in the Fund. Contingent Issuance In connection with satisfaction of accounts payable through the issuance of the Company's common stock, the Company has a contingent liability to issue additional shares to two vendors based upon each vendor's proceeds realized through the sale of shares previously issued to that vendor. These additional shares were included in the S-8 Registration Statement filed by the Company with the SEC on December 4, 2002. NOTE 3 DEVELOPMENT STAGE OPERATIONS As of March 31, 2003, the Company was in the development stage of operations. A development stage company is defined as a company that devotes most of its activities to establishing a new business activity. In addition, planned principal activities have not commenced, or have commenced and have not yet produced significant revenue. The Company expensed $466,361 of development costs for the period from September 1, 1996 (date of inception) to March 31, 2003. INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 (Unaudited) NOTE 4 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 net losses of $779,307, has negative stockholders' equity and needs additional capital to finance its operations. These factors raise substantial doubt as to the Company's ability to continue as a going concern. Management's plans to eliminate the going concern situation include, but are not limited to, seeking a merger candidate. NOTE 5 AMOUNTS DUE SHAREHOLDER The President of the Company has paid rent and other expenses on behalf of the Company totaling $35,731, which is reflected in Advances by Officer in the accompanying financial statements. Item 2. Management's Discussion and Analysis RESULTS OF OPERATIONS - --------------------- The Company had no operations in the first quarter of 2003 and its sole business model since early 2000 has been to identify, acquire or merge with a viable business operation. Management made numerous efforts to pursue the Company's original business plan and to raise capital to operate the business. Unfortunately the equity markets underwent significant turmoil and uncertainty over the past two years. As a result, our ambitious plans for a capital intensive business were unsuccessful and our capital needs could not be realized. Accordingly we abandoned our original business plan and began to look for potential acquisition candidates. In addition, as of the most recent quarter ending March 31, 2003, we have incurred cumulative net losses of $779,177 from inception. We have abandoned all further development activities and have minimal assets as of March 31, 2003. These factors raise doubt as to our ability to continue as a going concern. Management's plans to eliminate the going concern situation include but are not limited to seeking a merger or acquisition candidate. A mature and businesslike evaluation of our affairs requires consideration of the foreseeable possibility of business failure. Accordingly, a reverse acquisition transaction or other merger transaction becomes a possible and foreseeable solution. The Company incurred general and administrative expenses of $163,007 during the first quarter of 2003, resulting in a loss for the quarter of $163,007 and a cumulative loss of $779,177. Included in the total loss was a loan in the amount of $150,791 made during 2002 to CGI International Holdings, Inc., former parent of the Company. Currently the Company does not have sufficient resources to meet the Company's cash requirements. The Company is current seeking to raise additional capital through various vehicles including but not limited to acquisitions of other business concerns, private stock placements, or public offerings. FORWARD-LOOKING STATEMENTS - -------------------------- Forward-looking statements, based on management's current views and assumptions, are made throughout this Form 10-QSB. These statements, including consolidated pro forma financial 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, limited capital resources and general economic conditions. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other information. Due to limited financial resources, the Company has been unable to retain an independent auditor to review this Report or to audit its financial statements for the year ended December 31, 2003. Management is attempting to locate and retain an independent auditor and will file amendments to all applicable reports frilled with the SEC as soon as a new auditor has been retained, the financial results for the year ended December 31, 2002 have been audited and all prior filings of the Company have been reviewed. None Item 6. Exhibits and reports on Form 8-K Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 19 of this Form 10-QSB, and are incorporated herein by this reference. 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/ Robert J. Hipple - ------------------------- Robert J. Hipple President CEO and CFO DATED: June 27, 2003 INDEX TO EXHIBITS EXHIBIT NO. PAGE NO. DESCRIPTION 3.1* Articles of Incorporation, as amended, incorporated by reference to the Registrant's Form 8-K12g3, filed on September 12, 2000. 3.2* Bylaws, as amended, incorporated by reference to the Registrant's Form 8-K12g3, filed on September 12, 2000. 99.1 Certification of Chief Executive Officer and Chief Financial Officer, for the period ending December 31, 2002 99.2 Certification Pursuant to Section 302(A) of the Sarbanes-Oxley Act of 2002 * Previously filed as indicated and incorporated herein by reference from the referenced filings previously made by the Company. CERTIFICATION OF CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB of INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (the "Company") for the quarterly period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Robert J. Hipple, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: June 27, 2003 by: /s/ Robert J. Hipple ___________________________ Robert J. Hipple President and Chief Executive Officer This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Hipple, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of International Trust & Financial Systems, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 27, 2003 __/s/ Robert Hipple_ Robert Hipple Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----