U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004. [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ COMMISSION FILE NUMBER: 000-31507 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.) 9103 EMMOTT ROAD, BUILDING 6, SUITE A, 77040 HOUSTON, TEXAS (Address of principal executive offices) (713) 466-6585 (Issuer's telephone number) 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 March 31, 2004 we had 35,464,901 shares of common stock outstanding. Transitional Small Business Disclosure Format (check one): Yes [_]No [X] TABLE OF CONTENTS PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . 3 Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . 3 Balance Sheet as of . . . . . . . . . . . . . . . . . . . . . . . 3 Statement of Operations as of . . . . . . . . . . . . . . . . . . 4 Statement of Cash Flows as of . . . . . . . . . . . . . . . . . . 5 Statement of Changes in Stockholders' Equity as . . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . . . . . . . . . . 7 Item 2. Management's Discussion and Analysis or Plan of Operation. . 10 Item 3. Controls and Procedures. . . . . . . . . . . . . . . . . . . 11 PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . 12 Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 12 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . 12 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . 12 Item 4. Submission of Matters to a Vote of Security Holders . . . . 12 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 12 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 12 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 14 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 15 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 16 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 17 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET MARCH 31, 2004 (UNAUDITED) ASSETS Current Assets Cash $ 973 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable - related parties $ 17,232 Notes payable - shareholder 1,000 ------------ 18,232 ------------ STOCKHOLDERS' DEFICIT: Preferred stock, Series A, no par value, 10,000,000 shares authorized, 2,870,000 shares issued and outstanding 147,669 Common stock, .001 par value, 50,000,000 shares authorized, 35,464,901 shares issued and outstanding 35,465 Additional paid in capital 1,643,515 Deficit accumulated during the development stage (1,843,908) ------------ Total Stockholders' Deficit (17,259) ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 973 ============ F-1 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2004 AND 2003 AND PERIOD FROM SEPTEMBER 1, 1996 (INCEPTION) THROUGH MARCH 31, 2004 (UNAUDITED) Inception Three Months Ended through March 31, March 31, 2004 2003 2004 ------------ ------------ ------------ General and administrative $ 806,559 $ 11,706 $ 1,231,765 Development costs - - 466,361 Bad debt expense - - 150,677 Debt forgiveness - - (6,768) Depreciation - 469 1,873 ------------ ------------ ------------ Net loss $ (806,559) $ (12,175) $(1,843,908) ============ ============ ============ Net loss per share: Basic and diluted $ (0.02) $ (0.00) ============ ============ Weighted average shares outstanding: Basic and diluted 33,600,210 24,389,916 ============ ============ F-2 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC, (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2004 AND 2003 AND PERIOD FROM SEPTEMBER 1, 1996 (INCEPTION) THROUGH MARCH 31, 2004 (UNAUDITED) Inception Three Months Ended through March 31, March 31, 2004 2003 2004 ----------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (806,559) $ (12,175) $(1,843,908) Adjustments to reconcile net deficit to cash used by operating activities: Stock issued for merger expenses - - 14,179 Debt forgiveness - (6,758) Stock issued for services 789,300 - 1,162,453 Impairment - - 7,473 Depreciation - 469 1,873 Changes in operating assets and liabilities: Accounts payable - 1,940 6,758 Accounts payable-related parties 17,232 - 17,232 ----------- ----------- ------------ CASH FLOWS USED IN OPERATING ACTIVITIES (27) (9,766) (640,698) ----------- ----------- ------------ CASH FLOWS FROM IN INVESTING ACTIVITIES Purchase of property and equipment - - (9,346) ----------- ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceed from issuance of common stock - - 650,017 Advances by officers 1,000 9,600 1,000 ----------- ----------- ------------ CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 1,000 9,600 651,017 ----------- ----------- ------------ NET INCREASE (DECREASE) IN CASH 973 (166) 973 Cash, beginning of period - 354 - ----------- ----------- ------------ Cash, end of period $ 973 $ 188 $ 973 =========== =========== ============ F-3 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of International Trust & Financial Systems, Inc. ("International Trust") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2003 as reported in Form 10-KSB, have been omitted. NOTE 2 - EQUITY On January 19, 2004, a change in control occurred as the result of the acquisition of our capital stock of International Trust by Wilbert H. Marmion and Steven F. Owens. Pursuant to that certain Purchase and Escrow Agreement dated November 12, 2003, by and between International Trust and Wilbert H. Marmion, and J. Bennett Grocock, P.A., on January 19, 2004, Mr. Marmion acquired 2,360,430 shares of our common stock and 2,870,000 shares of our preferred stock. Each of our preferred shares is convertible into 40 shares of our common stock, and each preferred share has the same voting rights as 40 shares of our common stock. On January 19, 2004, Mr. Owens acquired 2,999,855 shares of our common stock. During the three months ending March 31, 2004, International Trust issued 5,179,125 shares of its common stock for services valued at $786,300. NOTE 3 - SUSEQUENT EVENT In April and May of 2004 International Trust issued 3,750,000 to the Employee Stock Option Plan (ESOP). F-4 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. The financial statements and related notes are included as part of this Quarterly Report as indexed in the appendix on page F-1 through F-7. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. FORWARD-LOOKING INFORMATION Much of the discussion in this Item is "forward looking" as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission. The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to, general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders, and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-QSB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of our public disclosure practices. Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-QSB, as well as the financial statements in Item 7 of Part II of our Form 10-KSB for the fiscal year ended December 31, 2003. MANAGEMENT'S PLAN OF OPERATION Prior to 2002, we were a blind pool whose sole business plan and direction was to identify and merge with an operating business. During 2002 we entered into two separate transactions to acquire operating businesses. Both acquisitions proved not to be profitable and were terminated. During 2002 and 2003, we continued our efforts to identify and merge with an operating business and entered into several agreements and transactions to accomplish that goal. We were formed in Florida on September 5, 1996 under the name Fairbanks, Inc. On April 18, 1997, we changed our name to Jet Vacation, Inc. On May 11, 1998 we changed our name to Precom Technology, Inc. On October 12, 2002 we again changed our name, this time to International Trust & Financial Systems, Inc. Although we were founded in 1996, our original business plan was capital intensive and we were unable to raise the capital necessary to implement or carry out our original plan. In accordance with Florida law, our board of directors unanimously voted on August 13, 2002 to amend our Articles of Incorporation to effect a reverse split of all outstanding shares of our common stock at an exchange ratio of one-for-two, effective as of the close of business on September 10, 2002. On January 19, 2004, a change in control occurred as the result of the acquisition of our capital stock of the Registrant by Wilbert H. Marmion and Steven F. Owens. 2 Pursuant to that certain Purchase and Escrow Agreement dated November 12, 2003, by and between us and Wilbert H. Marmion, and J. Bennett Grocock, P.A., on January 19, 2004, Mr. Marmion acquired 2,360,430 shares of our common stock and 2,870,000 shares of our preferred stock. Each of our preferred shares is convertible into 40 shares of our common stock, and each preferred share has the same voting rights as 40 shares of our common stock. All of the common and preferred shares acquired by Mr. Marmion carried a legend restricting the transfer thereof under the Securities Act of 1933, as amended. On January 19, 2004, Mr. Owens acquired 2,999,855 shares of our free-trading common stock. Additionally, with the consummation of the stock purchase transactions, Tim B. Smith and David A. Pells resigned their positions as our officers and directors. Wilbert H. Marmion was elected our sole director of the Registrant in their place and stead. On February 24, 2004, Wilbert H. Marmion, our sole director at the time, appointed Ellen Raidl and John Royston to serve as directors alongside Wilbert H. Marmion. Ms. Raidl and Mr. Royston were also elected our officers. Consequently, as of the date of this Quarterly Report, we have the following officers: OFFICE NAME ------ ---- President and chief executive officer Wilbert H. Marmion Secretary and treasurer Ellen Raidl Vice president John Royston Mr. Marmion and Mrs. Raidl are married. As of the date of this Quarterly Report, we have not yet determined our business plan of operations going forward after the change of control. To date, our efforts have been devoted primarily to the following: - Organizational activities; - Developing a business plan; - Obtaining funding; - Conducting research and working toward the ultimate successful development of our products and services. FIRST QUARTER COSTS AND CHANGES IN FINANCIAL CONDITIONS As of the date of this report, we have not engaged in any business activities which provide cash flow, and have not recorded any revenues from operations. RESULTS OF OPERATIONS During the quarter ended March 31, 2004, we incurred an operating loss of $806,559 and no revenues. The loss featured, sales, marketing, general, administrative and interest expenses. Our interest cost remains high as we continue to be advanced operating funds by our principal stockholders. LIQUIDITY AND CAPITAL RESOURCES As discussed by our accountants in the audited financial statements included in Item 1 of this Form 10-QSB, our revenue is currently insufficient to cover our costs and expenses. To the extent our revenue shortfall exceeds this stockholder's willingness and ability to continue providing us the funds needed, management 3 anticipates raising any necessary capital from outside investors coupled with bank or mezzanine lenders. As of the date of this report, we have not entered into any negotiations with any third parties to provide such capital. Our management anticipates that our current financing strategy of private debt and equity offerings will meet its anticipated objectives and business operations for the next 12 months. Management continues to evaluate opportunities for corporate development. Subject to its ability to obtain adequate financing at the applicable time, we may enter into definitive agreements on one or more of those opportunities. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements. ITEM 3. CONTROLS AND PROCEDURES. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. Evaluation of disclosure and controls and procedures. As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Changes in internal controls over financial reporting. There was no change in our internal controls, which are included within disclosure controls and procedures, during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. As of the date of this report, the Company is not involved in any legal proceedings. 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. 4 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. EXHIBIT NO. IDENTIFICATION OF EXHIBIT - ----------- ------------------------------------------------------------------------------------------- 3.1** Articles of Incorporation 3.2** Bylaws 31.1* Certification of Wilbert H. Marmion, Chief Executive Officer of International Trust and Financial Systems, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Ellen Raidl, Treasurer of International Trust and Financial Systems, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Wilbert H. Marmion, Chief Executive Officer of International Trust and Financial Systems, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Ellen Raidl, Treasurer of International Trust and Financial Systems, Inc., pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002 <FN> __________ * Filed herewith. ** Previously filed. (b) Reports on Form 8-K. Form 8-K filed on February 24, 2004 regarding change in control and change in our address and telephone number. Form 8-K filed on March 24, 2004 regarding change in our certifying accountant and the appointment of new accountant. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. Dated May 24, 2004. By /s/ Wilbert H. Marmion ------------------------------------------- Wilbert H. Marmion, President and Chief Executive Officer 5