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, 2002
[ ] 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.
Formerly Known As:
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.)
2255 Glades Road, Suite 324A, Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 988-2610
(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
November 1, 2002, the Company had 22,361,615 shares of Common Stock,
$0.001 par value, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X__
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
BASIS OF PRESENTATION
As used herein, the term "Company" refers to International Trust &
Financial Systems, Inc., formerly Precom Technology, 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 audited financial
statements for the year ended December 31, 2001, which are included
in our Form 10-KSB filed with the Securities and Exchange Commission
("SEC") on April 15, 2002. 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 2002 are not necessarily indicative of results that may be
expected for the year ending December 31, 2002. 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.
Balance Sheet
Precom Technology, Inc.
September 30
ASSETS 2002 2001
Current Assets
Total Checking/Savings 1,210
Other Current Assets 150,676
Total Current Assets 151,886
Total Fixed Assets 9,238
TOTAL ASSETS 161,125 -0-
LIABILITIES & EQUITY
Liabilities
Current Liabilities 4,642 100,828
Long Term Liabilities 65,315
Total Liabilities 69,958
Equity
Common Stock 198,079
Opening Bal Equity 101,540
Paid in Capital 363,241
Preferred Stock - class B
Secured note on Preferred Stock -10,000,000
Preferred Stock - class B - Other 10,000,000
Total Preferred Stock - class B 0
Retained Earnings -482,185
Net Income -89,509
Total Equity 91,167
TOTAL LIABILITIES & EQUITY 161,125 -100,828
Common Stock Reconciliation
Beginning Balance 63,308
Capitalization of Expenses:
Anslow & Jacklin 28,257
Moffit & Co. 15,730
Interstate Transfer 17,491
Robert J. Hipple 73,291
Ending Balance 198.079
Additional information:
On October 1, 2002, 3,125,000 shares of Class A preferred stock were
issued to acquire 100% of the voting stock of International Financial
Strategies, Inc. The total increase in equity for this acquisition was
$62,250 making the total equity $153,667
Income Statement
For Three Months ending
9/30/02
2002 2001
Income -0- 6,766
Expense.
..
Total Administrative & General Exps 2,326 4,791
Total Marketing 735
Total Expense 3,061
Net Ordinary Income -3,061
Income from Subsidiaries -103,459 See note 1
..
Net Income -106,520 1,975
Common Shares Outstanding 22,361,615 2,120,852
Net Income/Loss per share .00 .00
Note 1.....Loss from subsidiaries represents the rescission of the
agreement between Saddleback and Precom. Actual losses from operations
of Saddleback from July 1, 2002 through September 30, 2002 were
$56,173.80. Charges related to the rescission were $47,285.34.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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.
OVERVIEW
- ---------
Prior to 2002, the Company was a blind pool whose sole business plan and
direction was to identify and merge with an operating business. During 2001,
the Company explored merger transactions with a number of entities, but was
unable to complete a merger transaction. The Company had no significant
assets and its independent auditors expressed a going concern warning in the
audit of the Company's financial results for 2001.
In early February, 2002, negotiations began between CGI International
Holdings, Inc., a Delaware corporation, ("CGI") and the Company and resulted
in the execution of a Share Exchange Agreement between CGI and its
shareholders and the Company dated February 25, 2002. A copy of the Share
Exchange Agreement was included in the Form 8-K reporting the agreement which
was filed with the SEC on March 26, 2002. Subsequently, the Company decided
to rescind that Agreement and entered into a Subscription Agreement with CGI
on April 9, 2002, under which CGI agreed to subscribe for 40,000,000 pre-split
shares of our common stock in return for a promissory note, secured by the
stock, for $2,000,000 (the "Promissory Note"). This transaction, and a copy of
the Subscription Agreement and Promissory Note, were reported on Form 10-QSB/A
for the period ending June 30, 2002, filed by the Company with the Securities
and Exchange Commission on July 29, 2002.
On August 1, 2002, the Company agreed to cancel the Subscription Agreement
with CGI because CGI had informed the Company that it would be unable to make
payment of the Promissory Note by the due date. As a result, the Company also
cancelled the 40,000,000 pre-split Shares of Common Stock, par value $.001,
issued to CGI (the Subscription Shares") as part of the Subscription
Agreement. The Company was also informed by CGI that the proposed transfer of
the Subscription Shares to International Financial Concierge Services, Inc.
("IFCS"), as reported in the 10-QSB/A for the period ending June 30, 2002, was
not completed and IFCS had obtained no interest in the Subscription Shares
issued to CGI.
Subsequently, on October 8, 2002, the Company entered into a Share Exchange
Agreement with the shareholders of IFCS as a result of which, the Company
acquired all of the issued and outstanding shares of IFCS, which became a
wholly-owned subsidiary of the Company. The controlling shareholders of IFCS
were Robert Hipple, Rod Read and Drew Roberts, who are the Chief Executive
Officer, Chief Operating Officer and Chief Financial Officer, respectively, of
the Company. IFCS is Florida corporation engaged in financial, business and
estate planning, equipment leasing, and other financial services. This
transaction was reported on a Form 8-K/A filed by the Company with the SEC on
October 23, 2002, and a copy of the Share Exchange Agreement was filed as an
exhibit to that Form 8-K/A.
As a result of the acquisition of all of the stock of IFCS, the Company is now
engaged in the financial service business, offering financial planning, tax
planning, business consulting, mortgage services, equipment lease financing
and merchant banking services. To comport with this new business activity,
the Company changed its name to International Trust & Financial Systems, Inc.
on October 15, 2002 and will do business under the name iTrustFinancial. This
name change was reported on a Form 8-K/A filed with the SEC on October 17,
2002 and has been reported to the National Association of Securities Dealers,
Inc. The Company also established a new Internet web site at
www.itrustfinancial.com and has developed a new logo and corporate identity.
SADDLEBACK FINANCE, INC.
On May 26, 2002, we entered into a Share Exchange Agreement with CGI,
Saddleback Financial Corporation, a Delaware corporation ("Saddleback"),
Leaseco Holding, Inc., an Illinois corporation and Merchants Capital
Corporation for the acquisition of certain assets related to the equipment
leasing business of Saddleback, based in Orange, California ("Saddleback
Acquisition"). For further information please refer to our Form 8-K filed
with the SEC on June 19, 2002, disclosing our acquisition of certain assets of
Saddleback Financial Corporation. The share exchange partially closed as of
June 1, 2002 and certain tangible assets of the leasing business were
transferred to Saddleback Finance, Inc. ("SFI"), a new subsidiary of the
Company incorporated on May 26, 2002 for that purpose. During June, SFI
relocated the offices of the leasing business to new offices in Anaheim, CA
due to the failure of the old business to pay rent due to its landlord. Over
the next six weeks, SFI began operations of the acquired lease business,
although the steps necessary to complete the Share Exchange Agreement had not
yet been completed and no shares of the Company's stock had yet been issued as
the consideration for the transaction. As a result of the continuing due
diligence by the Company, and actual operating results differing significantly
from the represented results, on August 15, 2002, SFI and the Company
rescinded the Share Exchange Agreement, closed the operations in Anaheim, CA
and advised the sellers that the business had been closed. No response was
received from the seller and the acquisition transaction has been terminated,
without the issuance of any shares by the Company.
RESULTS OF OPERATIONS
- ---------------------
The Company had no operations in the first quarter of 2002. The Company's
sole business model since early 2000 had 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. These factors raised doubt as to
our ability to continue as a going concern and our auditors included a going
concern warning in their audit report for the year ended December 31, 2001, as
reported on our 10-K filed with the SEC on April 15, 2002. Management's plans
to eliminate the going concern situation included but were not limited to
seeking a merger or acquisition candidate. A mature and businesslike
evaluation of our affairs required the consideration of the foreseeable
possibility of business failure. Accordingly, a reverse acquisition
transaction or other merger transaction became a possible and foreseeable
solution.
From June 1, 2002 until August 15, 2002, the Company, through its wholly-owned
subsidiary SFI, operated an equipment leasing business in Anaheim, CA. Due to
misrepresentations regarding the assets, prospects and work in process of the
acquired business, the equipment leasing business of SFI was closed on August
15, 2002, and the tangible assets were liquidated to pay debts of the
business, including debts of the previous operator, which SFI was forced to
pay in order to operate the business. The Company has continued its own
equipment leasing business for its existing client base and is actively
searching for new acquisitions in the equipment leasing industry, which the
Company considers to be a viable, growing market segment.
On October 8, 2002 the Company entered into a Share Exchange Agreement with
International Financial Concierge Services, Inc. (IFCS), a Florida based
financial planning and services company. The Share Exchange Agreement
provides for the exchange of 3,125,000 Series A voting, convertible preferred
shares for all of the outstanding shares of IFCS, which became a wholly owned
subsidiary of the Company. The Series A preferred shares are convertible on a
one preferred share for two common shares any time after January 1, 2003. The
Series A preferred shares are voting shares, and vote on the basis of two
votes for each preferred shares outstanding. For further discussion please
refer to our Form 8-K/A filed with the SEC on October 23, 2002. IFCS was
owned by the principals of the Company, including Mr. Hipple, the CEO, Mr.
Read, the COO and Mr. Roberts, the CFO. No independent valuation of IFCS was
performed.
The Company incurred general and administrative expenses of $3,061 during
the third quarter of 2002. This, together with the losses incurred from the
rescinded Saddleback Agreement resulted in a loss for the quarter of
$106,520 and a cumulative loss of $89,509. In addition, as of the most
recent quarter ending September 30, 2002, we have incurred cumulative
net losses of $89,509 from inception.
Currently the Company does not have sufficient resources to meet the Company's
cash requirements. The Company is currently seeking to raise additional
capital through various vehicles including but not limited to acquisitions of
other business concerns, private stock placements, debt financings, or public
offerings.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not currently engaged in any legal proceedings and no legal
proceedings are currently threatened against the Company.
Robert Hipple, CEO of the Company, Rodney Read, COO, and Drew Roberts, CFO,
acting as officers of CGI, the former majority shareholder of the Company,
were named as defendants in an action entitled David K. Broadbent, as
Receiver, et al. vs. CGI International Holdings, Inc. et al filed March 21,
2002 in the United States District Court for the District of Utah, Central
Division, Civil Action No. 2:02-C-230. Neither the Company nor its major
subsidiary, IFCS, are named in or are parties to the action, and neither had
any involvement in any matter alleged in the action. In the action, the
Receiver is seeking to ascertain whether any assets of a now defunct,
unrelated corporation, by which the three named individuals had been employed
prior to October 15, 2001 (Mr. Roberts until December 31, 2001) were acquired
by CGI, when it was formed on January 24, 2002. Based on a review of the
pleadings and other documents filed in the Receiver action, no liability is
expected to result from this action on the part of any of the named
individuals, because no assets or other property of the prior, unrelated
company are held by CGI, or any of the named individuals. CGI itself, the
primary defendant, ceased all business activity in August, 2002 and has no
assets, other than a counterclaim filed against a former employee for
intentional interference with the business of CGI, and counterclaims and
cross-claims which are expected to be filed against the Receiver and other
third parties as part of its answer to the Receiver's complaint. Neither the
Company nor any subsidiary of the Company acquired any assets of CGI and are
not affiliated with CGI in any way.
Item 2. Changes in Securities.
Effective April 16, 2002, the Company issued warrants to acquire 1,000,000
shares of Common Stock, par value $.001, for a period of three years at a
price of $2.00 per share to Greenwich Financial Group ("GFG"). Please refer to
Item 5
below for further discussion of the Warrant Agreement.
On April 12, 2002, the Company entered into a subscription agreement with Dana
Hipple, wife of Robert Hipple, President, CEO and Chairman of the Company,
whereby the Company issued 2,030,811 pre-split shares of the Company's common
stock for $101,540.55. The proceeds from this subscription were used by the
Company for operating expenses.
The Company also agreed to issue a total of 3,850,000 restricted pre-split
shares of the Company's common stock to GFG (the "GFG Shares") as part of the
acquisition of a controlling interest in the Company by CGI, in which GFG
acted as a consultant to the Company. Issuance of the GFG Shares would be as
follows:
100,000 of the GFG Shares have been included in the Company's
registration statement on Form S-8 filed with the SEC on May 8, 2002
(the "S-8"). 50,000 of these shares were issued each to Nicholas M.
Calapa, director of the Company and Bruce Keller, former director of the
Company, pursuant to separate consulting agreements with Messrs. Calapa
and Keller. Copies of the consulting agreements are attached as
Exhibits 4.2 and 4.3 to the S-8.
1,350,000 of the GFG Shares were to be issued subject to a Lock-up
Agreement effective May 8, 2002 (the "Lock-up Agreement") between GFG
and the Company. The Lock-up Agreement provided for the release of the
subject shares for sale at the rate of 15% per month (210,000 pre-split
shares) once the subject shares become free trading as a result of an
effective registration of the subject shares and elimination of any
transfer restrictions. A copy of the Lock-up Agreement is attached as
Exhibit 10.2 to the Company's 10-QSB to the period ending March 30,
2002. The Company agreed to include the 1,350,000 pre-split shares on a
Form SB-2 registration statement, which the Company agreed to use its
best efforts to file with the SEC by September 15, 2002. The shares
have not been issued and no SB-2 filing has been made. The remaining
2,400,000 of the GFG Shares to be issued as part of the acquisition of a
controlling interest in the Company by CGI, were to remain restricted
shares. On August 1, 2002, the Company and CGI agreed to cancel the
acquisition of a controlling interest in the Company by CGI, and the
Company and CGI are currently not affiliated or connected in any way.
The Company issued 1,250,000 pre-split shares of its common stock each to
Randall Letcavage and Rosemary Nguyen, principals of iCapital Corporation,
pursuant to a Financial Consulting Services Agreement dated April 17, 2002,
between the Company and Randall Letcavage and Rosemary Nguyen (the "Financial
Consulting Agreement"). These 2,500,000 pre-split shares are included in the
S-8 registration statement filed by the Company with the SEC on May 8, 2002.
A copy of the Financial Consulting Agreement is attached as Exhibit 4.1 to the
S-8.
Saddleback Acquisition
Pursuant to the Saddleback Acquisition, the Company agreed to issue 1,000,000
shares of non-voting, non-cumulative shares of Class B Preferred Stock to
Saddleback Financial Corporation for certain assets other than tangible
assets. The Preferred Stock to be issued would be subject to conversion into
additional common shares in one year, having a value of $2.5 million, based on
the market closing price at that time. The preferred shares were not issued
because all of the conditions to closing the transaction were not met. In
view of the rescission of the acquisition effective August 15, 2002, these
preferred shares will not be issued. As part of the Share Exchange Agreement,
the Company also agreed to issue 500,000 pre-split shares of its common stock
pursuant to a Consulting Services Agreement, dated June 3, 2002, between the
Company and Lee C. Summers, Trustee for Merchants Capital and Yasar Samarah
(the "Consulting Agreement"). The 500,000 pre-split shares were included in
an S-8 registration statement filed July 3, 2002. A copy of the Consulting
Agreement is attached as Exhibit 1 to the S-8. The Consulting Agreement also
has been terminated, effective August 15, 2002, as part of the rescission of
the Share Exchange Agreement. No services were performed under the Consulting
Agreement and the shares were not issued.
Acquisition of Interest in Venture Fund
Effective June 30, 2002, the Company subscribed for a limited partnership
interest in the Prospect Private Equity Fund. The Subscription Agreement, a
copy of which is attached as Exhibit 10.3 to our Form 10-QSB/A filed with the
Securities and Exchange Commission on July 29, 2002 for the period ending June
30, 2002, was for a $10 million interest in the Fund, and was satisfied with
the issuance to the Fund of 5,000,000 shares of Series B convertible preferred
stock of the Company. The Series B preferred stock is convertible into common
shares having a value of $10 million based on the average trading price of the
Company's common shares at the time of conversion. A copy of the Series B
Preferred Stock Statement of Rights and Preferences is attached as Exhibit 4.1
to our Form 10-QSB/A filed with the Securities and Exchange Commission on July
29, 2002 for the period ending June 30, 2002.
Conversion Of Promissory Note
On September 1, 2002, the Company agreed to the conversion of a $75,000
promissory note previously issued to an IRA Account for the benefit of the
Company's CEO, Robert Hipple, in exchange for a loan to the Company from the
IRA Account in the amount of $73,292. The Company requested the conversion at
the price of $0.02 per share, the then current trading price for the shares,
which was agreed to by the IRA Account custodian. A total of 3,750,000 pre-
split shares were issued as a result of the conversion.
Reverse Split
In accordance with Florida law, the Board of Directors of the Company, Messrs.
Hipple, Read and Nicholas M. Calapa, unanimously voted 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. Under Florida Statute Section 607.10025, as
amended, no shareholder approval was required. For further discussion of the
reverse split, please refer to our Form 8-K filed with the SEC on September
19, 2002.
As a result of the one for two reverse split, the number of shares of common
stock outstanding was reduced from 46,804,131 to 23,402,066, before giving
effect to the cancellation of the 40 million pre-split shares issued to CGI
International Holdings, Inc. and the issuance of additional consulting shares.
Securities issued in reliance on Regulation S
On October 2, 2002 the Company filed Form S-8 with the SEC registering the
following shares of common stock, par value $.001, issued as compensation for
consulting services provided, or to be provided, to the Company by the
following Consultants:
Consultants Shares Issued
Robert Hipple 3,750,000
Rodney Read 2,250,000
Drew Roberts 2,250,000
Lester Katz 2,550,000
Glenn Liddell 551,250
David E. Smith, III 900,000
Mark Wood 1,350,000
Lana Tabaracci 666,650
Cal Jones 700,000
David Fraidenburg 541,650
Jan Read 316,650
Jackie Groves 336,650
Brian Hansen 250,000
Flashstar Funding Corp. 75,000
Merger Associates, Inc. 1,500,000
Please refer to our Form S-8 filed with the SEC on October 2, 2002, for
further discussion and copies of the Consulting Agreements between the
Consultants and the Company.
Acquisition of International Financial Concierge Services, Inc.
On October 8, 2002 the Company entered into a Share Exchange Agreement with
International Financial Concierge Services, Inc. (IFCS), a Florida based
financial planning and services company, controlled by the principal officers
of the Company. The Share Exchange Agreement provides for the exchange of
3,125,000 Series A voting, convertible preferred shares for all of the
outstanding shares of IFCS, which became a wholly owned subsidiary of the
Company as a result. The Series A preferred shares are convertible on the
basis of one preferred share for two common shares any time after January 1,
2003. The transaction was valued at $0.02 per common share equivalent, or
$125,000, based on the average trading price for the common shares of the
Company. For further discussion please refer to our Form 8-K/A filed with the
SEC on November 19, 2002.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
On October 15, 2002, a majority of the shareholder's entitled to vote for
amendments to the Company's Articles of Incorporation, adopted the
recommendation of the Board of Directors and adopted a resolution changing the
name of the Corporation from Precom Technology, Inc. to International Trust &
Financial Systems, Inc. Notification of the name change, along with changes to
the Company's trading symbol and CUISP number will be made shortly to the NASD.
For further discussion please refer to our Form 8-K filed with the SEC on
October 17, 2002. For further discussion please refer to our Form 8-K filed
with the SEC on October 17, 2002.
Item 5. Other information.
The Company has issued warrants to Greenwich Financial Group ("GFG") to
purchase 1,000,000 pre-split shares of the Company's common stock at $2.00 per
share for a period of three (3) years commencing April 16, 2002. A copy of
the Warrant Agreement with GFG is attached as Exhibit 10.1 to the Company's
10-QSB to the period ending March 30, 2002.
Item 6. Exhibits and reports on Form 8-K
Exhibits. Exhibits that are required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits on page 11 of this Form 10-QSB,
and are incorporated herein by this reference.
Reports on Form 8-K. The Company filed the following reports on Form 8-K
during the quarter for which this report is filed:
On September 19, 2002, the Company filed a Form 8-K disclosing the 2 for
1 reverse split of the Company's common stock, par value $.001.
On October 10, 2002, the Company filed a Form 8-K disclosing the change
of the Company's independent auditor.
On October 17, 2002, the Company filed a Form 8-K disclosing the change
of the Company's name to International Trust & Financial Systems, Inc.
On October 23, 2002, the Company filed a Form 8-K disclosing the
acquisition of International Financial Concierge Services, Inc. as a
wholly owned subsidiary.
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:
- -------------------------
Robert Hipple
President and CEO
DATED: November 20, 2002
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.
4.1 * Series B Preferred Stock Statement of Rights
and Preferences, incorporated by reference to
the Registrant's Form 10-QSB for the period
ending June 30, 2002.
10.1 * Warrant Agreement with Greenwich Financial
Group effective May 8, 2002, incorporated by
reference to the Registrant's Form 10-QSB for
the period ending March 31, 2002.
10.2 * Registration and Lock-up Agreement between the
Company and Greenwich Financial Group,
effective May 8, 2002, incorporated by
reference to the Registrant's Form 10-QSB for
the period ending March 31, 2002.
10.3.1 * Subscription Agreement for Prospect Private
Equity Fund, incorporated by reference to the
Registrant's Form 10-QSB for the period ending
June 30, 2002
99.1 12 Certification of Chief Executive Officer, for
the period ending September 30, 2002
99.2 13 Certification of Chief Financial Officer, for
the period ending September 30, 2002
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.
CERTIFICATION OF CHIEF EXECUTIVE 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-Q of PRECOM
TECHNOLOGY, INC. (the "Company") for the quarterly period ended
September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), Robert J. Hipple,
as Chief Executive 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: November 20, 2002
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 OF 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-Q of PRECOM
TECHNOLOGY, INC. (the "Company") for the quarterly period ended
September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), Drew Roberts, as
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: September 20, 2002
by:
/s/ Drew Roberts
Drew Roberts
Vice-President and Chief Financial 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.