-----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, N0FdSDfz+f6qZ9WK1rpPIBW7Mefg14SaCtz9NsHW+AO3fovku/wxvqII7a6zBwIJ 82NDISOYQscpGxSAbeFyYQ== 0001123195-03-000020.txt : 20030812 0001123195-03-000020.hdr.sgml : 20030812 20030811183418 ACCESSION NUMBER: 0001123195-03-000020 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030812 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: 03835590 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 s10q2.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 June 30, 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 June 30, 2003, the Company had 24,939,916 shares of Common Stock outstanding, $0.001 par value and no 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/A filed with the Securities and Exchange Commission ("SEC") on July 28, 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 June 30, 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. 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 June 30, 2003, and the related statements of operations for the three and six months then ended and statements of stockholders' (deficit) and cash flows for the six 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 3 to the financial statements, the Company has incurred net losses of $790,749, 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 3. 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 August 11, 2003 Sandy, Utah INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS June 30, 2003 AND 2002 (Unaudited) TABLE OF CONTENTS Page No. INDEPENDENT ACCOUNTANT'S REVIEW REPORT 1 FINANCIAL STATEMENTS Balance Sheets 2 Statements of Operations 3 Statement of Stockholders' (Deficit) 4-6 Statements of Cash Flows 7 Notes to Financial Statements 8-9 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS June 30, 2003 AND DECEMBER 31, 2002 June 30, December 31, 2003 2002 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash - 354 TOTAL CURRENT ASSETS - 354 PROPERTY AND EQUIPMENT, NET 7,473 8,410 OTHER ASSETS - 1,000 TOTAL ASSETS $ 7,473 $ 9,764 LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable $ 7,535 $ 5,541 Other Current Liabilities 45,913 26,131 TOTAL CURRENT LIABILITIES 53,448 31,672 STOCKHOLDERS' (DEFICIT) Preferred stock, par value $ 0.001 per share Authorized 10,000,000 shares. No shares outstanding @ June 30, 2003 - 1,000 Common stock, par value $ 0.001 per share Authorized 50,000,000 shares Issued and outstanding - 24,939,916 shares @ June 30, 2003 24,939 24,389 Paid in capital in excess of par value of stock 719,835 719,835 Deficit accumulated during the development stage 790,749) (767,132) TOTAL STOCKHOLDERS' (DEFICIT) (45,975) (21,908) TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 7,473 $ 9,764 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003 (UNAUDITED) INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003 (UNAUDITED) For the Period From Three Months Ended Six Months Ended September 1, 1996 June 30 June 30 Date of Inception) 2003 2002 2003 2002 to June 30, 2003 REVENUE $- $- $- $- $6,768 EXPENSES General and administrative expenses 10,877 33,622 22,681 45,227 178,606 Development costs 466,361 Bad debt expense 150,677 Depreciation 468 - 937 - 1,873 TOTAL EXPENSES 11,345 33,622 23,617 45,227 797,517 NET (LOSS) $(11,345) $(33,622) $(23,617) $(45,227) $(790,749) NET LOSS PER COMMON SHARE Basic and diluted $(0.001) $(0.001) $(0.001) $(0.001) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUT- STANDING Basic and diluted 24,392,972 23,804,131 24,389,916 46,804,131 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' (DEFICIT) FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003 (UNAUDITED)
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 June 30, 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 June 30, 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, June 30, 2003 - $ - 24,939,916 $24,389 $719,835 $(790,749) (45,975)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003 (UNAUDITED) For the period From September Six Months 1, 1996 (Date of Ended June 30, Inception) to 2003 2002 June 30,2003 CASH FLOWS USED BY OPERATING ACTIVITIES $ (20,686) $ (161,876) $ (450,948) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment - - (9,346) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 550 161,876 425,017 Advances by officer 19,782 - 35,277 NET CASH PROVIDED BY FINANCING 20,332 - 460,294 NET INCREASE (DECREASE) IN CASH (354) - - CASH AT BEGINNING OF PERIOD 354 - - CASH AT END OF PERIOD $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ - $ - $ - Taxes $ - $ - $ 150 SCHEDULE OF NON-CASH FINANCING ACTIVITIES: Issuance of common stock for merger expenses $ - $ - $ 14,179 Issuance of common stock for services $ 550 $ 59,009 $ 306,000 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002 (UNAUDITED) NOTE 1 DEVELOPMENT STAGE OPERATIONS As of June 30, 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 $433,361 of development costs for the period from September 1, 1996 (date of inception) to June 30, 2003. NOTE 2 CAPITAL STOCK Preferred Stock By agreement dated June 30, 2003, the Company agreed with Prospect Venture Partners, LLC to cancel the Subscription by the Company for an interest in the Prospect Capital Venture Fund, and to the cancellation of 5 million shares of previously issued Class A convertible preferred shares. This transaction is reflected in the June 30, 2003 financial statements. Common Stock Effective June 30, 2003, the Company issued additional shares of its common stock, as follows: Greenwich Financial Group 250,000 shares Interstate Transfer Company 200,000 shares Gregg Jaclin 20,000 shares Richard Anslow 80,000 shares The shares issued to Interstate Transfer Company, Gregg Jaclin and Richard Anslow are shares issued pursuant to previous agreements satisfying outstanding expenses owed to them, with the issuance of shares to continue until such time as the amounts due have been paid in full. The satisfaction of the outstanding liabilities was reported in the Fourth Quarter of 2002, and the issuance of the shares did not affect expenses for the Quarter. The shares issued to Greenwich Financial group were issued in satisfaction of previous commitments arising out of the acquisition of an interest in the company by CGI International Holdings, Inc., which was later rescinded. All shares were recorded at par value. NOTE 3 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 $790,749, has a stockholders' (deficit) 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. INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS JUNE 30, 2003 AND 2002 (UNAUDITED) NOTE 4 AMOUNTS DUE SHAREHOLDER During 2002, the Company's President paid rent and other expenses on behalf of the Company totaling $26,131. During the first and second quarter of 2003, the President paid rent on behalf of the Company in the amount of $19,200. The amount due him at June 30, 2003 is $45,481 which is included in the Other Current Liabilities. Item 2. Management's Discussion and Analysis RESULTS OF OPERATIONS - --------------------- The Company had no operations in the second 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 June 30, 2003, we have incurred cumulative net losses of $790,102 from inception. We have abandoned all further development activities and have minimal assets as of June 30, 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 $10,877 during the second quarter of 2003, resulting in a loss for the quarter of $11,345 and a cumulative loss of $790,749. 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, which was written off as uncollectible in 2002. 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. On June 18, 2003, the Company issued a press release announcing that it was in merger discussions with Clear Wire Networks, Inc. of Dallas, Texas. A Merger Agreement was executed on June 18, 2003 calling for the merger of Clear Wire Networks, Inc. into the Company. The press release is furnished as Exhibit 99.3 to this Form 10-QSB. Effective June 19, 2003 the Company was delisted from the OTC Bulletin Board for failure to comply with NASD Rule 6530. The Company's stock continued to trade on the Over The Counter Pink Sheets. Effective August 1, 2003, the Company's common stock was reinstated to the OTC:BB. As a result of the delisting of the Company's common shares from the OTC BB effective June 19, 2003, the merger was postponed, however. Merger discussions have continued and with the relisting of the Company's shares on the OTC BB effective August 1, 2003, it is anticipated that a new Merger Agreement will be signed shortly, with an anticipated closing date prior to August 15, 2003. There are no preferred shares currently outstanding. By agreement dated June 30, 2003, the Company agreed with Prospect Venture Partners, LLC to cancel the Subscription by the Company for an interest in the Prospect Capital Venture Fund, ("PCVF"), and to the cancellation of 5 million shares of Series B convertible preferred shares. The Company assigned its interest in PCVF to International Financial Concierge Services, Inc., a Florida corporation, which is controlled by the President of the Company, in exchange for the cancellation of the 5 million shares of Series B convertible preferred shares. A copy of the Assignment and Assumption Agreement, dated June 30, 2003, is attached as Exhibit 99.4 to this report. Effective June 30, 2003, the Company issued additional shares of its common stock, as follows: Greenwich Financial Group 250,000 shares Interstate Transfer Company 200,000 shares Gregg Jaclin 20,000 shares Richard Anslow 80,000 shares The shares issued to Interstate Transfer Company, Gregg Jaclin and Richard Anslow are shares issued pursuant to previous agreements satisfying outstanding expenses owed to them, with the issuance of shares to continue until such time as the amounts due have been paid in full. The satisfaction of the outstanding liabilities was reported in the Fourth Quarter of 2002, and the issuance of the shares did not affect expenses for the Quarter. The shares issued to Greenwich Financial group were issued in satisfaction of previous commitments arising out of the acquisition of an interest in the company by CGI International Holdings, Inc., which was later rescinded. 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. 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 21 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. International Trust & Financial Systems, Inc. a Florida corporation By: /s/ Robert Hipple - ------------------------- Robert Hipple President, CEO and CFO DATED: August 11, 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 June 30, 2003 99.2 Certification Pursuant to Section 302(A) of the Sarbanes-Oxley Act of 2002 99.3 Press Release, dated June 18, 2003, announcing the merger between the Company and Clear Wire Networks, Inc. 99.4 Assignment and Assumption Agreement between the Company and Concilium Prospect Capital Partners, L.P., Concilium Prospect Ventures II, L.L.C., and International Financial Concierge Services, Inc. * 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 June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Robert 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: August 11, 2003 by: /s/ Robert Hipple ___________________________ Robert 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: August 11,2003 __/s/ Robert Hipple____ Robert Hipple Chief Executive Officer INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. ANNOUNCES MERGER 6/18/2003 7:48:00 PM LAKE WORTH, Fla., Jun 18, 2003 /PRNewswire-FirstCall via COMTEX/ -- International Trust & Financial Systems, Inc. (OTC Bulletin Board: ITFIE) (ITFI) Announced today that it has entered into a Merger Agreement with Clear Wire Networks, Inc. of Dallas, Texas. Under the terms of the Merger Agreement, ITFI will be the surviving corporation and will change its name to Altius Technology Corporation, Inc. Specific terms of the merger were not disclosed. The merger has been approved by the Boards of Directors of both corporations, and will be submitted to a vote of the shareholders of Clear Wire in the near future. The merger is expected to close by June 30, 2003. Clear Wire Networks, Inc. is a business venture formed by VIDA Technologies, Inc., of Allen, Texas, and Infinite Technology Corporation (OTC Pink Sheets: ITCJ), of Dallas, Texas. VIDA Technologies, Inc. specializes in the development and design of communications equipment including fiber optic multiplexers and fiber-to-the-home customer premise equipment. The company is currently working on an all IP digital set top box design. Vida Technologies, Inc. brings over 25 years of experience in integrating voice, data and video fiber optic equipment solutions. Infinite Technology Corporation is a semi- conductor system-on-chip and technology company based in Dallas. After the merger, Altius Technology Corporation, as the surviving company, will manufacture and sell fiber-to-the-home and other fiber optic customer premises equipment for customers in Asian and US markets. Cautionary Statement Regarding Forward Looking Statements Certain information included in this communication contains statements that are forward looking, within the meaning of the Private Securities Litigation Act of 1995. These forward looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual operations or results to differ materially from those anticipated. Investors and prospective investors are cautioned about relying on such forward looking statements, because other significant factors might affect the Company's actual results, and in the future are likely to affect the Company's actual results and cause the actual results to differ materially from those expressed in any such forward looking statement. SOURCE International Trust & Financial Systems, Inc. Robert Hipple of International Trust & Financial Systems, Inc., 1-801-232-3974 (ITFIE ITCJ) Copyright (C) 2003 PR Newswire. All rights reserved. ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 30th day of June, 2003, between and among International Trust & Financial Systems, Inc., a Florida corporation formerly known as Precom Technology, Inc. ("ITFI"), Concilium Prospect Capital Partners, L.P. a Delaware limited partnership (the "Partnership"), Concilium Prospect Ventures II, L.L.C., a Delaware limited liability company (the "General partner"), and International Financial Concierge Services, Inc., a Florida corporation ("IFCS"). WHEREAS, the General partner is the general partner of the Partnership as provided in the Limited Partnership Agreement of Concilium Prospect Capital partners, L.P. dated as of June 30, 2002; and WHEREAS, ITFI subscribed as a limited partner in the Partnership by Subscription Agreement for Concilium Prospect Capital Partners, L.P. dated June 30, 2002; and WHEREAS, ITFI desires to withdraw from the Partnership and assign its partnership interest to IFCS, and the parties hereto are in agreement on the transfer and assignment to IFCS; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged and agreed to by the parties, the parties hereto hereby agree as follows: 1. ASSIGNMENT AND ASSUMPTION. ITFI hereby transfers, conveys and assigns its interest as a limited partner in the Partnership to IFCS, effective June 30, 2003, and IFCS hereby accepts the assignment and conveyance of the limited partnership interest in the Partnership, effective June 30, 2003. IFCS agrees to assume all responsibility for its interest as a limited partner in the partnership and hereby adopts the Limited Partnership Agreement. IFCS agrees to execute and deliver hereafter such agreements, documents and other writings as are necessary to carry out the intent of this Agreement. 2. CONSENT TO ASSIGNMENT. The Partnership and the General Partner hereby consent and agree to the assignment of the limited partnership interest of ITFI to IFCS, to the withdrawal of ITFIU as a limited partner in the partnership, and to the admission of IFCS as a substitute limited partner in the Partnership effective June 30, 2003. 3. CONSIDERATION TO THE PARTNERSHIP. As consideration for the admission of IFCS as a substitute limited partner in the Partnership and the release of IFTI as a limited partner, IFCS shall issue Five Million (5,000,000) shares of its preferred stock to the Partnership, with the preferred stock having the same rights and preferences as the Series B Preferred Stock issued to the Partnership by IFTI on June 30, 2002. 4. CANCELLATION OF SERIES B PREFERRED SHARES. The Series B Preferred Shares issued by ITFI to the Partnership are hereby deemed to be cancelled, void and of no further force and effect, effective on the execution of this Agreement by all parties and the substitution of IFRCS as a limited partner in the Partnership in place of ITFI. 5. TERMINATION OF INTEREST OF ITFI. Effective with the execution of this Agreement by all parties, ITFI shall cease to be a limited partner in the Partnership, and shall have no further rights, interest, benefits or liabilities as a limited partner in the Partnership or under the Series B Preferred Shares issued to the Partnership on June 30, 2002. 6. APPLICABLE LAW. This Agreement and the rights and obligations of the parties hereto shall be interpreted and enforced in accordance with and governed by the laws of Delaware applicable to agreements made and to be performed wholly within that jurisdiction. 7. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and there are no representations, covenants or other agreements except as stated or referred to herein. 8. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Facsimile signatures shall be treated for all purposes as original signatures on any counterpart. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONCILIUM PROSPECT CAPITAL PARTNERS, L.P. By: General Partner, Concilium Prospect Ventures II, LLC By: ___/s/ John Barry____________ Managing Member CONCILIUM PROSPECT VENTURES II, LLC By: ___/s/ John Barry_____________ Managing Member INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. By: ___/s/ Robert Hipple___________ Chairman and CEO INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC. By: ___/s/ Robert Hipple____________ Chairman and CEO See Accompanying Notes and Independent Accountant's Review Report. -----END PRIVACY-ENHANCED MESSAGE-----