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.
Formerly PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
TABLE OF CONTENTS
Page No.
ACCOUNTANT'S REVIEW REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statements of Operations 3
Statement of Stockholders' (Deficit) 4 - 6
Statements of Cash Flows 7
Notes to Financial Statements 8 - 11
Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Phone (801) 572-3009
Fax (801) 606-2895
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 March 31, 2003,
and the related combined statements of operations, stockholders' (deficit)
and cash flows for the three 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 4 to the financial
statements, the Company has incurred net losses of $779,307, 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 4. 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
June 27, 2003
Sandy, Utah
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
March 31, December 31,
2003 2002
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 188 $ 354
TOTAL CURRENT ASSETS 188 354
PROPERTY AND EQUIPMENT
Office equipment 9,346 9,346
Less accumulated depreciation (1,405) (936)
NET PROPERTY AND EQUIPMENT 7,941 8,410
OTHER ASSETS 1,000 1,000
TOTAL ASSETS $ 9,129 $ 9,764
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 7,481 $ 5,541
Advances by officer 35,731 -
TOTAL CURRENT LIABILITIES 43,212 31,672
STOCKHOLDERS' (DEFICIT)
Preferred stock, Series B, no par value
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 (779,307) (767,132)
TOTAL STOCKHOLDERS' (DEFICIT) (34,083) (21,908)
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ 9,129 $ 9,764
See Accompanying Notes and Accountant's Review Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE QUARTERS 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 September 1,
1996 (date of
Inception) to
March 31,
2003 2002 2003
REVENUE $ - $ - $ 6,768
EXPENSES
General and administrative 11,706 11,605 167,632
Development costs - - 466,361
Bad debt expense - - 150,677
Depreciation 469 - 937
TOTAL EXPENSES 12,175 11,605 786,075
NET (LOSS) $ (12,175) $ (11,605) $ (779,307)
NET (LOSS) PER COMMON SHARE $ ( .000) $ (. 038)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 24,389,916 2,120,820
See Accompanying Notes and Accountant's Review 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 MARCH 31, 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
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 MARCH 31, 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 MARCH 31, 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, MARCH 31, 2003 5,000,000 $1,000 23,439,916 $24,389 $719,835 $(779,462) 34,238)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE QUARTERS 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 September 1,
1996 (Date of Inception)
to
March 31,
2003 2002 2003
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) $ (12,175) $ ( 11,605) $ (779,307)
Adjustments to reconcile net (loss)
to net cash (used) by operating activities:
Stock issued for merger expenses - - 14,179
Stock issued for services - - 305,028
Depreciation 469 - 1,405
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable 1,940 11,605 17,081
NET CASH (USED) BY
OPERATING ACTIVITIES (9,766) - (441,148)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - - (9,346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 425,017
Advances by officer 9,600 - 26,131
NET CASH PROVIDED BY
FINANCING ACTIVITIES 9,600 - 451,148
NET INCREASE (DECREASE) IN CASH (166) - 188
CASH AT BEGINNING OF PERIOD 354 - -
CASH AT END OF PERIOD $ 188 $ - $ 188
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ - $ - $ -
Taxes $ - $ - $ 250
SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Issuance of common stock for merger expenses $ - $ - $ 14,179
Issuance of common stock for services $ - $ - $ 305,028
Issuance of preferred stock for investment $ - $ - $ 1,000
See Accompanying Notes and Accountant's Review Report
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 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.
July 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 (loss) per share is computed by dividing net (loss) available to common
stockholders' by the weighted average number of common shares outstanding for
the period. Diluted (loss) per share is not presented because the effect
would be anti-dilutive.
Property and Equipment
Property and equipment consists of office equipment which is recorded at cost
and depreciated, for financial reporting purposes, over five years using the
straight-line method. Maintenance, repairs and minor renewals are charged to
operations as incurred. Additions and betterments are capitalized. When
assets are disposed of, the related cost and accumulated depreciation are
removed from the accounts and any gain or loss is included in operations.
Impairment losses are recorded in the accounts when events and circumstances
indicate the assets may be impaired. If impairment occurs, the loss is
measured by comparing the fair value of the asset to its carrying amount.
NOTE 2 CAPITAL STOCK
Stock Splits
On February 5, 2001, the Company effected a 1 for 100 reverse stock split on
19,208,522 shares of its common stock. On March 19, 2001, the Company then
had a 10-1 forward stock split on 192,008 shares. On September 10, 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.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(Unaudited)
NOTE 2 CAPITAL STOCK (Continued)
Warrants
On April 6, 2002, the Company issued to Greenwich Financial Group, a holder
of the Company's common stock, warrants to purchase 500,000 post split shares
of the Company's common stock for $4.00 per share. The warrants expire on
April 16, 2005. No warrants were exercised as of March 31, 2003.
Stock Option Plan
On April 9, 2002, The Company established the 2002 employee stock option plan
and reserved 2,321,410 shares of common stock for issuance under the plan. No
options have been issued under this plan.
Preferred Stock
On June 30, 2002, the Company issued 5,000,000 shares of Series B, no par
value convertible preferred stock for a limited partnership interest in
Prospect Street Capital Partners, L.P. Series B preferred stock participates
in dividends with the Company's par value $.001 common stock and is
convertible, at the option of the holder, at any time after issuance into
such whole number of fully paid and non-assessable shares of the Company's
common stock with a market value at the time of conversion sufficient to meet
the capital call of the limited partnership, up to a maximum conversion value
of $10,000,000.
Management has entered into discussions to cancel these shares and the
interest of the Company in the Fund.
Contingent Issuance
In connection with satisfaction of accounts payable through the issuance of
the Company's common stock, the Company has a contingent liability to issue
additional shares to two vendors based upon each vendor's proceeds realized
through the sale of shares previously issued to that vendor. These additional
shares were included in the S-8 Registration Statement filed by the Company
with the SEC on December 4, 2002.
NOTE 3 DEVELOPMENT STAGE OPERATIONS
As of March 31, 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 $466,361 of development costs for the period from
September 1, 1996 (date of inception) to March 31, 2003.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
(Unaudited)
NOTE 4 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 $779,307,
has negative 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.
NOTE 5 AMOUNTS DUE SHAREHOLDER
The President of the Company has paid rent and other expenses on behalf of
the Company totaling $35,731, which is reflected in Advances by Officer in
the accompanying financial statements.
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: /s/ Robert J. Hipple
- -------------------------
Robert J. Hipple
President CEO and CFO
DATED: June 27, 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: June 27, 2003
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 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: June 27, 2003 __/s/ Robert Hipple_
Robert Hipple
Chief Executive Officer