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.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(Unaudited)
TABLE OF CONTENTS
Page No.
FINANCIAL STATEMENTS
Balance Sheets 1
Statements of Operations 2
Statement of Stockholders' (Deficit) 3-5
Statements of Cash Flows 6
Notes to Financial Statements 7-14
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
ASSETS
March 31, December 31,
2003 2002
(Unaudited) (Unaudited)
TOTAL ASSETS $ 9,065 $ 160,405
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 7,481 $ 5,220
Other Current Liabilities 35,731 26,131
TOTAL CURRENT LIABILITIES 43,212 31,351
STOCKHOLDERS' (DEFICIT)
Preferred stock, par value $ 0.001 per share
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 (779,177) (616,170)
TOTAL STOCKHOLDERS' (DEFICIT) (34,147) 129,054
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ 9,065 $ 160,405
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS 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
Three Months September 1, 1996
Ended March 31, (Date of Inception)
2003 2002 to March 31, 2003
REVENUE $ 0 $ 0 $ 6,768
EXPENSES
General and administrative
Expenses 12,216 11,605 135,838
Development costs 150,791 0 650,107
TOTAL EXPENSES 163,007 11,605 785,945
NET (LOSS) $ (163,007) $ (11,605) $ (779,177)
NET (LOSS) PER COMMON SHARE
Basic and diluted $ ( .007) $ ( .01)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUT-
STANDING
Basic and diluted 24,389,916 2,120,820
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
MARCH 31, 2003
(UNAUDITED)
Paid in Deficit
Capital in Accumulated
Excess of during the
Preferred Stock Common Stock Par Value Development
Shares Amount Shares Amount of Stock Stage Total
September 1 1996 $ $ $ $ $
(Date of Inception) 00 0 0 0 0 0.00 0
September, 1996-
Shares issued
for services 0 0 50,000 50 950 0.00 1,000
October, 1996-
Shares issued for cash 0 0 50,000 50 50,134 0.00 50,084
Net (loss) for the period from
September 1, 1996 to
December 31, 1996 0 0 0 0 0 (16,703.00) (16,703)
BALANCE, DECEMBER 31, 1996 0 0 100,000 100 50,984 (16,703.00) 34,481
March 1997-
Shares issued for cash 0 0 200,000 200 199,800 0 200,000
March 1997-Shares issued
for settlement of
failed mergers 0 0 360,410 360 6,849 0 7,209
Net (loss) for the year ended
December 31, 1997 0 0 0 0 0 (178,200) (178,200)
BALANCE, DECEMBER 31, 1997 0 0 660,410 660 257,633 (194,903) 63,490
Paid in Deficit
Capital in Accumulated
Excess of during the
Preferred Stock Common Stock Par Value Development
Shares Amount Shares Amount of Stock Stage Total
August 1998- $ $ $ $ $
Shares issued
for services 0 0 300,000 300 99,700 0 100,000
Net (loss) for the year
ended December 31, 1998 0 0 0 0 0 (171,241) (171,241)
BALANCE, DECEMBER 31, 1998 0 0 960,410 960 357,333 (366,144) (7,751)
Net (loss) for the year
ended December 31, 1999 0 0 0 0 0 (7,249) (7,249)
BALANCE, DECEMBER 31, 1999 0 0 960,410 960 357,333 (373,393) (15,000)
August 2000-issuance of common
stock for Provence Capital
Corporation, Inc. 0 0 100,000 100 6,870 0 6,970
Net (loss) for the year
ended December 31, 2000 0 0 0 0 0 (58,741) (58,741)
BALANCE, DECEMBER 31, 2000 0 0 1,060,410 1,060 364,203 (432,134) (51,771)
Net (loss) for the year ended
December 31, 2001 0 0 0 0 0 (38,446) (38,446)
BALANCE, DECEMBER 31, 2001 0 0 1,060,410 1,060 364,203 (470,580) (90,217)
Paid in Deficit
Capital in Accumulated
Excess of during the
Preferred Stock Common Stock Par Value Development
Shares Amount Shares Amount of Stock Stage Total
April 2002- Shares issued
for conversion of debt 0 0 1,015,406 1,015 100,526 0 101,541
April 2002-preferred shares
issued for interest in
venture fund 1,000,000 1,000 0 0 0 0 1,000
May 2000-shares issued
for services 0 0 1,326,250 1,326 58,009 0 59,335
September 2000- shares issued
for debt 0 0 1,750,000 1,750 71,542 0 73,292
October 2000- shares issued
for services 0 0 18,287,850 18,288 65,026 0 83,314
December 2000- shares issued
for services 0 0 950,000 950 60,529 0 61,479
Net (loss) for the year ended
December 31, 2002 0 0 0 0 0 (145,590) (145,590)
BALANCE, DECEMBER 31, 2002 1,000,000 1,000 24,389,916 24,389 719,835 (616,170) 129,054
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS 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 September1,
Three Months 1996 (Date of
Ended March 31, Inception) to
2003 2002 March 31,2003
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) $ (163,007) $(11,605) $ (779,177)
Adjustments to reconcile net(loss)
to net cash (used) by operating activities:
Stock issued for merger expenses 0 0 14,179
Stock issued for services 0 0 306,000
Changes in operating assets and
liabilities: 0 0 9,231
Fixed Assets, net of depreciation
Accounts payable 11,861 11,605 43,212
NET CASH (USED) BY
OPERATING ACTIVITIES 0 0 (425,017)
CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 425,017
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 425,017
NET INCREASE IN CASH 0 0 0
CASH AT BEGINNING OF PERIOD 354 0 354
CASH AT END OF PERIOD $ 354 $ 0 $ 354
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 0 $ 0 $ 0
Taxes $ 0 $ 0 $ 150
SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Issuance of common stock for
merger expenses $ 0 $ 0 $ 14,179
Issuance of common stock for
Services $ 0 $ 0 $ 306,000
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 and the added uncertainties
arising from the war in Iraq, 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.
October, 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 earnings (loss) per share is computed by dividing net
income (loss) available to common stockholders' by the weighted average
number of common shares outstanding for the period. Diluted earnings
(loss)per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. In accordance with FASB 128, any anti-
dilutive effects on net loss per share are excluded.
Recent Accounting Pronouncements
In June 2001, the FASB issued the following statements:
FASB 141-Business Combinations
FASB 142-Goodwill and other Intangible Assets
FASB 143-Accounting for Asset Retirement Obligations
FASB 144-Accounting for the Impairment or Disposal of Long- Lived Assets
These FASB statements did not have a material impact on the Company's
financial position or results of operations.
In August 2002, Congress adopted the Sarbanes-Oxley Act of 2002,
imposing new, more stringent accounting and reporting requirements on
all public companies. The Company has complied with all applicable
requirements of Sarbanes-Oxley, and these requirements did not have a
material impact on the Company's financial position or results of
operations.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 2 RESTATEMENT OF COMMON STOCK AND PAID IN CAPITAL IN EXCESS OF PAR
VALUE OF STOCK
On February 5, 2001, the Company effected a 1 for 100 reverse stock
split on 19,208,522 shares of stock. On March 19, 2001, the Company
then had a 10-1 forward stock split on 192,008 shares. On September10,
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.
NOTE 3 DEVELOPMENT STAGE OPERATIONS
As of December 31, 2002, 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 $650,107of development costs for the period from September 1,
1996 (date of inception) to March 31, 2003.
NOTE 4 INCOME TAXES
Significant components of the Company's deferred tax assets and
liabilities are as follows as of December 31, 2002 and 2001:
2002 2001
Deferred tax assets
Net operating losses carryforward $85,869 $64,000
Less valuation allowance 85,869 64,000
Net deferred tax assets 0 0
Deferred tax liabilities $ 0 $ 0
A reconciliation of the valuation allowance is as follows:
2002 2001
Balance at beginning of year $ 64,000 $57,959
Addition for the year 21,689 6,041
Balance at end of year $ 85,689 $64,000
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 5 NET OPERATING LOSS CARRYFORWARDS
The Company has the following net operating loss carryforwards at
December 31, 2002:
Tax Year Amount Expiration date
December 31, 1996 $16,703 2016
December 31, 1997 178,200 2017
December 31, 1998 171,241 2018
December 31, 1999 7,248 2019
December 31, 2000 15,226 2020
December 31, 2001 38,446 2021
December 31, 2002 145,590 2022
March 31, 2003 163,007 2023
$735,661
Future changes in ownership may limit the ability of the Company to
utilize its net operating loss carryforwards.
NOTE 6 PREFERRED STOCK
There are currently 5 million shares of preferred stock outstanding,
issued to Prospect Street Fund. The preferred shares are non-voting,
non-cumulative shares and are convertible into common stock with a
market value of $10 million, under certain circumstances. Management
has entered into discussions to cancel these shares and the interest
of the Company in the Fund.
NOTE 7 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 $735,661, has minimal 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. (See Note 8)
NOTE 8 BUSINESS COMBINATIONS
In August 2000, the Company merged with Provence Capital Corporation,
Inc.and accounted for the transaction as a pooling of interest. The
Company recorded the merger as follows:
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 8 BUSINESS COMBINATIONS (continued)
Increase in common stock $ 200
Increase in paid in capital in excess of
par value of stock 6,770
The following unaudited information presents certain income statement
data of the separate companies for the periods preceding the merger:
2000
Net sales
Precom Technology, Inc. $ 0
Provence Capital Corporation, Inc. $ 0
Net (loss)
Precom Technology, Inc. ( 42,170)
Provence Capital Corporation, Inc. ( 6,970)
There were no material transactions between the Company and Provence
Capital Corporation, Inc. prior to the merger. The effects of
conforming Provence Capital Corporation, Inc.'s accounting policies to
those of the Company were not material.
SHARE EXCHANGE AGREEMENT
On February 21, 2002, the Company entered into a share exchange
agreement with CGI International Holdings, Inc. (CGI). CGI was a
diversified financial services company that specialized in a wide range
of business activities for its clients including financial and tax
planning, asset protection, personal insurance and real estate mortgage
services. Subsequently, on April9, 2002, that transaction was rescinded
and in its place, CGI acquired 40 million shares of the Company's common
stock in exchange for a secured promissory note in the amount of $2
million, payable in six months. On August 1, 2002, CGI advised the
Company that it would be unable to pay the promissory note when due. As
a result, the 40 million shares of the Company's common stock issued to
CGI were cancelled, and the transaction was terminated.
ACQUISITION AGREEMENT-SADDLEBACK
In June, 2002, the Company entered into an acquisition agreement with
CGI and with Saddleback Financial, Inc., an unrelated company based in
Orange, CA, for the acquisition of the equipment leasing business and
assets of Saddleback. The transaction partially closed on July 1, 2002
with the acquisition of the assets of Saddleback by a newly formed
subsidiary of CGI, Saddleback Finance, Inc., a Florida Corporation ("New
Saddleback"). Shortly following the partial closing, serious
misrepresentations were discovered in the financial information
regarding the old Saddleback by the sellers and the transaction
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 8 BUSINESS COMBINATIONS (continued)
was terminated August 1, 2002 without any consideration being issued by
the Company, and without the closing by the Company on any of the
acquisition. New Saddleback remained a wholly-owned subsidiary of CGI
and the Company has no interest or ownership in New Saddleback.
ACQUISITION AGREEMENT-INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC.
In October, 2002, the Company agreed to acquire all of the issued and
outstanding shares of International Financial Concierge Services, Inc.,
a Florida corporation based in Boca Raton, FL in exchange for
convertible preferred shares of stock. The 3,125,000 shares of
preferred stock to be issued in the transaction were convertible into
6,250,000shares of common stock after January 1, 2003. Shortly after
the acquisition agreement was entered into, the transaction was
cancelled by mutual agreement of both parties, and no preferred shares
of the Company were issued.
NOTE 9 LOANS RECEIVABLE
During 2002, the Company advanced a total of $150,677 to CGI
International Holdings, Inc., the former parent of the Company, as part
of the Company's efforts to develop a viable financial services
business. That effort was abandoned in July, 2002, and the relationship
between CGI International Holdings, Inc. and the Company ended. During
the First Quarter, 2003, Management determined that the outstanding
loan advances to CGI International Holdings, Inc. would not be repaid
and the entire amount has been expensed in the First Quarter as an
uncollectible loss.
NOTE 10 AMOUNTS DUE SHAREHOLDER
During 2002, the Company's President paid rent and other expenses on
behalf of the Company totaling $26,131, which are reflected in Other
Current Liabilities owed by the Company. During the First Quarter of
2003, the President paid rent on behalf of the Company in the amount
of $9,600, which is reflected in the current Accounts Payable.
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:
- -------------------------
Robert J. Hipple
President CEO and CFO
DATED: May _____, 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: May _____, 2003
by:
___________________________
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: May 8, 2003 _______________________
Robert Hipple
Chief Executive Officer