UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2004
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
000-31507 06-1588136
(Commission File Number) (IRS Employer Identification No.)
9103 EMMOTT ROAD, BUILDING 6, SUITE A, 77040
HOUSTON TEXAS (Zip Code)
(Address of principal executive offices)
(713) 466-6585
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 19, 2004, the registrant terminated the client-auditor
relationship between Randy Simpson, C.P.A., PC ("Simpson") and the registrant.
Simpson's reports on the registrant's financial statements for the year
ended December 31, 2002 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that Simpson's reports on the registrant's Forms
10-QSB for the year 2002 and Form 10-KSB for the year ended December 31, 2002
raised substantial doubt about its ability to continue as a going concern.
The decision to change accountants was recommended by the registrant's
Board of Directors.
During the two most recent fiscal years and any subsequent interim period
through March 19, 2004 there have not been any disagreements between the
registrant and Simpson on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Simpson, would have caused
it to make reference to the subject matter of the disagreements in connection
with its reports on the financial statements for such periods.
Regulation S-K Item 304(a)(1)(v) is not applicable to this report.
On March 19, 2004 the registrant engaged Malone & Bailey, P.C., certified
public accountants, ("Malone & Bailey") as the registrant's independent
accountants to report on the registrant's balance sheet as of December 31, 2003
and 2002, and the related combined statements of income, stockholders' equity
and cash flows for the years then ended. The decision to appoint Malone & Bailey
was approved by the registrant's Board of Directors.
During the registrant's two most recent fiscal years and any subsequent
interim period prior to the engagement of Malone & Bailey, neither the
registrant nor anyone on the registrant's behalf consulted with Malone & Bailey
regarding either (i) the application of accounting principles to a specified
transaction, either contemplated or proposed, or the type of audit opinion that
might be rendered on the registrant's financial statements or (ii) any matter
that was either the subject of a "disagreement" or a "reportable event."
The registrant has provided the former accountants with a copy of this
report before its filing with the Commission. The registrant has requested the
former accountants to furnish the registrant with a letter addressed to the
Commission stating whether it agrees with the statements made by the registrant
in this report and, if not, stating the respects in which they do not agree.
The registrant has filed the former accountants' letter as an exhibit to this
report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
----------------------
None.
(b) Exhibits.
--------
The following exhibit is filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
16 Letter from Randy Simpson, P.A., stating whether they agree with
the statements made by the registrant in this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 23, 2004
INTERNATIONAL TRUST AND FINANCIAL
SYSTEMS, INC.
By /s/ Wilbert H. Marmion
-----------------------------------------------
Wilbert H. Marmion, Chief Executive Officer