SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Annual Report Under Section 13 or
15(d) of the Securities
Exchange Act of 1934 for
fiscal year ended December 31, 2002
Commission File #000-31507
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly Precom Technology, Inc.)
(Exact name of registrant as specified in its charter)
Florida 06-1588136
(State or other jurisdiction of (IRS Employer Identification
Number)
incorporation or organization)
4232 D'Este Court, Lake Worth, FL 33467
(Address of principal executive offices) (Zip
Code)
Issuer's telephone number: (561) 543-9501
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [X]
Revenues for year ended December 31, 2002: $0.00.
Aggregate market value of the voting common stock held by non-affiliates of
the registrant as of April 15, 2003 was $14,974.
Number of shares of the registrant's outstanding common stock as of April
15, 2003 was 24,389,916 shares and 5,000,000 shares of Series B Convertible
Preferred Stock
PART I
ITEM 1. DESCRIPTION OF BUSINESS
We are a publicly traded company and our shares are listed on the OTC
Electronic Bulletin Board under the symbol "ITFI". Our main office
currently is headquartered in Lake Worth, Florida, in the offices of Lester
A. Katz, Chartered, solely owned by one of our shareholders, Lester A.
Katz.
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. During
2002, the Company continued its efforts to identify and merge with an
operating business and entered into several agreements and transactions to
accomplish that goal. Due to the general state of the economy and other
factors, the Company has not yet been successful in completing a merger.
CGI INTERNATIONAL HOLDINGS, INC.
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. The Company advanced approximately $150,000 to CGI for working capital
purposes. Because of CGI's inability to repay the advance, the Company has
written off the debt in the third quarter of 2002.
As part of the Share Exchange Agreement, the Company agreed to issue common
stock and warrants to Greenwich Financial Group, ("GFG") or its principals
Bruce Keller and Nicholas Calapa, a director of the Company. As part of
the cancellation of the Share Exchange Agreement and the execution of the
Subscription Agreement, the Company agreed to issue the warrants but not
the common stock. Accordingly, the Company issued warrants to 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. Our Director
Nicholas M. Calapa is a fifty percent owner of GFG.
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 canceled 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.
SADDLEBACK FINANCIAL CORPORATION
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 CGI
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 owed 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 part of the consideration for the transaction. As a result of
the continuing due diligence by CGI and the Company, and actual operating
results differing significantly from the represented results, on August 15,
2002, SFI, CGI 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. Certain assets acquired by SFI in the partially
completed acquisition, consisting of office equipment with a value of
$9,239.00, were later transferred to the Company in cancellation of loans
advanced by the Company to SFI in the same amount. SFI remained a wholly-
owned subsidiary of CGI and the Company never obtained any ownership
interest in SFI.
PROSPECT PRIVATE EQUITY FUND
Effective June 30, 2002, the Company subscribed for a limited partnership
interest in the Prospect Private Equity Fund, a venture capital fund based
in New York to be started by the Company and Prospect Street ventures, a
New York venture capital firm. 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 Convertible 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. The Company has entered into discussions with
the Fund to cancel the subscription and the Series B Convertible Preferred
Stock since the Fund has never been funded and has not been able to
commence business.
REVERSE SPLIT
In accordance with Florida law, the Board of Directors of the Company
unanimously voted on August 13, 2002, to amend our Articles of
Incorporation to effect a reverse split of all outstanding shares of our
common stock at an exchange ratio of one-for-two, effective as of the close
of business on September 10, 2002. Under Florida Statute Section 607.10025,
as amended, no shareholder approval was required. As a result of this
reverse split, our outstanding common shares were reduced from 6,804,131 to
3,402,066 as of September 10, 2002. For further discussion of the reverse
split, please refer to our Form 8-K filed with the SEC on September 19,
2002.
CONSULTING SHARES
The Company has entered into consulting agreements, dated September 20,
2002, (the "Consulting Agreements "), with certain individuals as set forth
below (the "Consultants") who performed consulting services for the Company
for the third fiscal quarter, 2002. The consulting services provided to
the Company consisted of general business consulting and management
services. The Consulting Agreements provide that the Company will issue to
the Consultants collectively 16,662,850 shares of the Company's common
stock, par value $0.001 per share, in the amounts also set forth below, as
consideration for the consulting services performed. These shares were
registered with the SEC in a Form S-8 Registration Statement filed on
October 4, 2002.
Common Stock
Consultants Shares Issued
Robert Hipple 4,000,000
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
Total 16,662,850
A form of the Consulting Agreement between each of the Consultants and
Company were attached as Exhibit 3 to Form S-8 filed by the Company with
the SEC on October 4, 2002. Each of the Consulting Agreements is identical
except for the number of shares issued to each Consultant. The Company also
issued 75,000 shares to Flashstar Funding Corp., and 1,500,000 shares to
Merger Associates, Inc. under separate consulting agreements with each of
them. Copies of each consulting agreement is attached as an exhibit to the
Form S-8 filed by the Company with the SEC on October 4, 2002.
INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC.
On October 8, 2002, the Company entered into a Share Exchange Agreement
with the shareholders of International Financial Concierge Services, Inc.
("IFCS") as a result of which, the Company agreed to acquire all of the
issued and outstanding shares of IFCS, which would become a wholly-owned
subsidiary of the Company, in exchange for 3,125,000 shares of Series A
Preferred Stock convertible into 6,250,000 shares of common stock. 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. To comport with this new proposed 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.
Due to the lack of income by the business operations of IFCS during 2002,
1n December, 2002, the Company and IFCS agreed to rescind the Share
Exchange Agreement. The shares of Series A Preferred Stock that were to be
issued pursuant to the Share Exchange Agreement were never issued.
FORMATION OF THE COMPANY
We were formed in Florida on September 5, 1996 under the name Fairbanks,
Inc. On April 18, 1997, we filed an amendment to our incorporation document
changing our name to Jet Vacation, Inc. On May 11, 1998 we filed an
amendment to our incorporation document changing our name to Precom
Technology, Inc. On October 12, 2002 we filed an amendment to our
incorporation document changing the Company's name to International Trust &
Financial Systems, Inc. Although, we were founded in 1996, our original
business plan was capital intensive and we were unable to raise the capital
necessary to implement or carry out our original plan. In early 2001, we
restructured and redeveloped our business plan to locate a suitable merger
or acquisition candidate. During 2002 the Company entered into two
separate transactions to acquire operating businesses. Both acquisitions
proved not to be profitable and were terminated. The Company is now
continuing its efforts to locate suitable merger or acquisition candidates.
Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in early stages of
development and with no significant working capital. We have no assets and
no business. To date, we have created little revenues and as a result of
the significant expenditures that we have made in seeking a merger
candidate, we incurred significant operating losses and negative cash flows
from operations on both a quarterly and annual basis through 2002. Without
a merger or acquisition transaction, we expected that we would continue to
sustain these losses, and there was no assurance that we would ever achieve
or be able to sustain profitability. Accordingly, there was significant
risk that we would not be able to remain in business if we were not able to
merge with or be acquired by another company with a viable business model
and funding.
DEPENDENCE ON KEY MANAGEMENT
The Company is highly dependent on the services of Robert Hipple, President
of the Company and Glenn Liddell, Secretary of the Company. The loss of
their services could have a materially adverse impact on the Company. The
Company does not currently maintain any key-man life insurance policy with
respect to these key management personnel.
POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY CAPITAL
There is no assurance that the Company will be able to raise equity capital
in an amount which is sufficient to continue operations. In the event the
Company requires financing, the Company will seek such financing through
bank borrowing, debt or equity financing, corporate partnerships or
otherwise. There can be no assurance that such financing will be available
to the Company on acceptable terms, if at all. The Company does not
presently have a credit line available with any lending institution. Any
additional equity financing may involve the sale of additional shares of
the Company's Common Stock or Preferred Stock on terms that have not yet
been established.
During 2002, our President, Robert Hipple, advanced funds to the Company in
the amounts of $101,000 in April, 2002 and $73,292 in May, 2002, the latter
through an IRA account. These advances were reflected initially as loans
to the Company, evidenced by promissory notes, but later were converted to
common stock in the Company. There is no assurance that Mr. Hipple will
advance any additional funds required for the continued operation of the
Company.
DIVIDENDS NOT LIKELY
No dividends on the Company's Common Stock have been declared or paid by
the Company to date. The Company does not presently intend to pay dividends
on shares for the foreseeable future, but intends to retain all earnings,
if any, for use in the Company's business. There can be no assurance that
dividends will ever be advanced on the Common Stock of the Company.
ITEM 2. DESCRIPTION OF PROPERTY
We presently operate our business out of the offices of Lester A. Katz,
Chartered, which is owned solely by Lester A. Katz, a shareholder of the
Company, who does not charge us any rent. During 2002, we also maintained
offices in subleased space at a monthly rate of $3,200 which our President
Robert Hipple paid on behalf of the Company. The Company is obligated to
repay Mr. Hipple for the rent advances.
ITEM 3. 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, former Director, Vice-
President and COO of the Company, Drew Roberts former Vice-President and
CFO, acting as officers of CGI, the former majority shareholder of the
Company, were named as a 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. The Company is not
named in and is not a party to the action, and had no 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 Mr. Hipple had been employed from August 15, 2002, to October 15,
2001, and by which Mr. Read and Mr. Roberts also had been employed prior to
2002, 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 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 on or about
July 31, 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. Mr. Hipple
resigned as an employee, officer and director of CGI effective July 15,
2002, and has had no affiliation with CGI since that date. CGI owed the
Company $150,677 for advances for working capital in 2002. The Company wrote
off this amount as uncollectible during the third quarter of 2002.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our shareholders in the fourth
quarter of 2002.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On April 15, 2003, there were approximately 309 shareholders of record of
our common stock. Prospect Private Equity Fund, in which the Company holds
a fifty percent interest, currently holds 5,000,000 shares of Series B
Convertible Preferred Stock of the Company. Our shares of common stock were
listed for trading on the OTC Electronic Bulletin Board under the
symbol "ITFI" during 2002.
The reported high and low bid prices for our common stock are shown below
for each quarter during the last three complete fiscal years. The high and
low bid price for the periods in 2000, 2001 and 2002 shown below are
quotations from both the OTC Electronic Bulletin Board and NQB Pink Sheets.
The quotations reflect inter-dealer prices and do not include retail mark-
ups, mark-downs or commissions. The prices do not necessarily reflect
actual transactions.
Period HIGH BID LOW BID
2000
First Quarter .02 .02
Second Quarter No Trading Prices
Third Quarter No Trading Prices
Fourth Quarter .00 .00
2001
First Quarter No Trading Prices
Second Quarter .55 .08
Third Quarter .08 .08
Fourth Quarter .08 .05
2002
First Quarter* 1.00 .10
Second Quarter* 2.02 .14
Third Quarter* .26 .01
Fourth Quarter .195 .007
* Prior to the 1 for 2 reverse split of common stock, completed in
September, 2002.
DIVIDENDS
The Company does not intend to pay dividends and intends to retain future
earnings to support the Company's growth. Any payment of cash dividends in
the future will be dependent upon: the amount of funds legally available
therefore; our earnings; financial condition; capital requirements; and
other factors which our Board of Directors deems relevant.
As of December 31, 2002, we did not have any outstanding options.
Greenwich Financial Group, in which our director, Nicholas Calapa is a
fifty percent owner, holds a warrant to purchase 1,000,000 pre-split shares
(500,000 post-split shares) of common stock at a pre-split price of $2.00
per share ($4.00 post-split).
ITEM 6. 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 the Management's Discussion and Analysis
section of this Form 10-K and elsewhere in this report to stockholders.
These 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 in finding a
merger or investment candidate; and general economic conditions.
Since 2000, the sole business plan of the Company has been to identify and
merge with, or be acquired by, an operating company. The Company had no
significant income or business operations in 2002, no other prospects, no
other likelihood of being able to secure financing or capital, and was
wholly dependent upon the principals of the Company and Lester A. Katz,
Chartered, which provided the Company with free office space and has
supported its operations, although they had no obligation to do so. There
is no assurance that Lester A. Katz, Chartered, would continue to provide
office space in 2003. Unless the Company is able to merge with or acquire
another company, or is otherwise able to secure additional capital, there
is every likelihood that the Company will be forced to cease business.
Results of Operations
Year Ended December 31, 2002 December 31, 2001
Net Sales $0.00 $6,768
Net (Loss) ($296,552) ($38,446)
FUTURE OUTLOOK
Headquartered in Boca Raton, Florida during 2002, the Company sought to
merge with or be acquired by another company, and that has been the sole
business plan of the Company since 2000. Management made numerous efforts
to pursue our original business plan and to raise capital to operate the
business. Unfortunately the equity markets have gone through significant
turmoil and uncertainty over the past year or so. 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. We
have abandoned all development activities and have no assets. 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, or finding a business to
acquire with additional funding. A mature and businesslike evaluation of
our affairs require the consideration of the foreseeable possibility of
business failure.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are as follows:
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
Formerly PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
TABLE OF CONTENTS
Page
No.
INDEPENDENT AUDITOR'S 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 - 14
Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Board of Directors and Stockholders
International Trust & Financial Systems, Inc.
(A Development Stage Company)
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of International Trust &
Financial Systems, Inc. (A Development Stage Company) as of December 31, 2002
and 2001 and the related statements of operations, stockholders' (deficit),
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit of the financial
statements provides a reasonable basis for my opinion.
In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, the financial position of
International Trust & Financial Systems, Inc. (A Development Stage Company)
as of December 31, 2002 and 2001 the results of its operations, shareholders'
(deficit) and cash flows for the year then ended, 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 6 to the financial
statements, the Company has incurred net losses of $767,132, 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 7. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
/s/Randy Simpson CPA PC
Randy Simpson, CPA, P.C.
A Professional Corporation
July 28, 2003
Sandy, Utah
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
2002 2001
ASSETS
CURRENT ASSETS
Cash $ 354 $ -
TOTAL CURRENT ASSETS 354 -
PROPERTY AND EQUIPMENT
Office equipment 9,346 -
Less accumulated depreciation (936) -
NET PROPERTY AND EQUIPMENT 8,410 -
OTHER ASSETS 1,000 -
TOTAL ASSETS $ 9,764 $ -
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 5,541 $ 105,217
Advances by officer 26,131 -
TOTAL CURRENT LIABILITIES 31,672 105,217
STOCKHOLDERS' (DEFICIT)
Preferred stock, Series B, no par value
Authorized 10,000,000 shares
Issued and outstanding 5,000,000 shares 1,000 -
Common stock, par value $ 0.001 per share
Authorized 50,000,000 shares
Issued and outstanding - 24,389,916 shares 24,389 2,121
Paid in capital in excess of par value of stock 719,835 363,242
Deficit accumulated during the development stage (767,132) (470,580)
TOTAL STOCKHOLDERS' (DEFICIT) (21,908) (105,217)
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ 9,764 $ -
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
DECEMBER 31, 2002
For the Period
From September 1,
1996 (date of
Inception) to
December 31,
2002 2001 2002
REVENUE $ - $ _ $ _
EXPENSES
General and administrative 51,971 45,214 155,926
Development costs 92,968 - 466,361
Bad debt expense 150,677 - 150,677
Debt Forgiveness (6,768) (6,768)
Depreciation 936 - 936
TOTAL EXPENSES 296,552 45,214 773,900
NET (LOSS) $ (296,552) $ (38,446) $(767,132)
NET (LOSS) PER COMMON SHARE $ ( .037) $ (. 038)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,940,594 1,010,410
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 DECEMBER 31, 2002
<ON> 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 DECEMBER 31, 2002
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 DECEMBER 31, 2002
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)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
DECEMBER 31, 2002
For the period
from September 1,
1996 (Date of Inception)
to
December 31,
2002 2001 2002
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) $ (296,552) $ (38,446) $ (767,132)
Adjustments to reconcile net (loss)
to net cash (used) by operating activities:
Stock issued for merger expenses - - 14,179
Debt Forgiveness _ (6,768) (6,758)
Stock issued for services 204,028 - 305,028
Depreciation 936 - 936
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable (99,676) 45,214 12,309
NET CASH (USED) BY
OPERATING ACTIVITIES (191,264) - (441,148)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (9,346) - (9,346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 174,833 - 425,017
Advances by officer 26,131 - 26,131
NET CASH PROVIDED BY
FINANCING ACTIVITIES 200,964 - 451,148
NET INCREASE IN CASH 354 - 354
CASH AT BEGINNING OF PERIOD - - -
CASH AT END OF PERIOD $ 354 $ - $ 354
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ - $ - $ -
Taxes $ 100 $ 150 $ 250
SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Issuance of common stock for merger expenses $ - $ - $14,179
Issuance of common stock for services $ 204,028 $ - $ 305,028
Issuance of preferred stock for investment $ 1,000 $ - $ 1,000
See Accompanying Notes and Independent Auditor's Report
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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.
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.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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.
Recent Accounting Pronouncements
Recent accounting pronouncements are as follows:
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
FASB Interpretation No. 45 - Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others
FASB Interpretation No.46 - Consolidation of Variable interest Entities
These FASB statements did not have or are not expected to have a material
impact on the Company's financial position or results of operations.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
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 December 31, 2002.
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.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 2 CAPITAL STOCK (Continued)
Contingent Issuance
In connection with satisfaction of accounts payable through the issuance of
the Company's common stock (See Note 8), the Company has a contingent
liability to issue additional shares to two vendor's 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 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 $466,361 of development costs for the period from
September 1, 1996 (date of inception) to December 31, 20002.
NOTE 4 NET OPERATING LOSS CARRYFORWARDS
The Company has the following net operating loss carry forwards 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 296,552 2022
$723,616
Future changes in ownership may limit the ability of the Company to utilize
its net operating loss carry forwards.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 5 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 carry forward $ 168,000 $ 64,000
Less valuation allowance 168,000 64,000
Net deferred tax assets - -
Deferred tax liabilities $ - $ -
A reconciliation of the valuation allowance
is as follows:
2002 2001
Balance at beginning of year $ 64,000 $ 57,959
Addition for the year 104,000 6,041
Balance at end of year $ 168,000 $ 64,000
NOTE 6 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 $767,132, 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. (See Note 7)
NOTE 7 BUSINESS COMBINATIONS
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 April 9, 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. Concurrently, individuals
who substantially owned CGI became officers and directors of the Company.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 7 BUSINESS COMBINATIONS (Continued)
In connection with the above agreement, the Company advanced approximately
$150,000 to CGI for working capital purposes.
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.
In addition, the advance by the Company was determined uncollectible and
charged to expense during 2002.
Acquisition Agreement - Saddleback
In June 2002, the Company entered into an acquisition agreement with CGI and
with Saddleback Financial, Inc. (Saddleback), 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 Saddleback by the sellers and the
transaction 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 6,250,000 shares 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 8 ACCOUNTS PAYABLE
During 2002, the Company issued common shares to certain vendors in exchange
for the amounts owed by the Company. The payables, which were extinguished by
the issuance of common shares, were:
Greenwich Financial Group $ 61,188
Interstate Transfer Company 18,264
Anslow & Jaclin 28,258
Moffett & Company 15,731
During 2002, the Company also issued shares as compensation for consulting
services, totaling $92,968 in value.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(Formerly PRECOM TECHNOLOGY, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
NOTE 9 AMOUNTS DUE SHAREHOLDER
During 2002, the Company's President advanced a total of $174,833 in loans to
the Company, evidenced by promissory notes. The first loan in the amount of
$101,541 was made in April 2002, and by agreement, was later converted into
1,015,406 common shares of the Company. The second loan in the amount of
$73,292 was made from an IRA for the benefit of the President, and was later
converted by agreement into 1,750,000 shares of the common stock of the
Company.
The President of the Company also paid rent and other expenses on behalf of
the Company during 2002 totaling $26,131, which are reflected in Advances by
Officer in the accompanying financial statements.
NOTE 10 FORGIVENESS OF DEBT
During 2001 the Company recorded a $6,768 reduction in expenses. This was
due to forgiveness of such amount owed a previous director for travel and
other Company related expenses paid for by such director
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
In 2002, our former auditors, Moffett & Moffett, PC, advised the Company and
the SEC that they would no longer be practicing as SEC independent auditors
and were withdrawing as our independent auditors. We then contacted a new
auditing firm, Farber & Hass, LLP, to assume this role, and filed a Form 8-K
with the SEC on October 10, 2002, reporting that our Board of Directors
intended to appoint Farber & Hass, LLP as our new independent auditors.
Subsequently, we were unable to enter in an engagement with Farber & Hass, LLP
due to a lack of capital. Subsequently, we retained the firm of Randy Simpson,
CPA, P.C. as our independent auditor.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The directors and officers of the Company are set forth below, and these
individuals were the sole directors and officers during 2002. The directors
held office for their respective term until their successors are duly elected
and qualified, except as noted. Vacancies in the existing Board are filled by
a majority vote of the remaining directors. The officers served at the will of
the Board of Directors during 2002.
Directors and Officers
Name Age Position
Robert Hipple 58 Chairman, President, CEO and Director
Nicholas M. Calapa 40 Director
Glenn Liddell 47 Secretary, Director (since January,2003)
Rodney Read 54 Former Director, Vice President and COO
(resigned in January, 2003)
Drew Roberts 45 Former Vice President and CFO
(resigned in March, 2003)
ROBERT HIPPLE, President, CEO & Director. Robert Hipple's professional
background consists of more than 30 years of experience in international and
domestic tax, securities and intellectual property law and public company
management. He has extensive experience in international business, having
served as the director and president of active business companies in the UK,
France, and Hong Kong. He practiced international tax, business and securities
law for more than 25 years and was a founder and director of a national bank
holding company. He has served as an officer and director of several NYSE,
AMEX, and NASDAQ companies, including positions as Executive Vice President
and Chief Operating Officer, Chief Financial Officer, Chief Administrative
Officer and General Counsel. Mr. Hipple has served as an Associate Professor
of Law and Director of the Graduate Tax Law Program at Emory University Law
School and is widely published in the law profession, including having co-
authored a multi-volume bankruptcy law treatise. He received his LLM in
Taxation at Georgetown University, his JD with a Business emphasis at
Georgetown Law School and his BA in Economics at Wesleyan University.
NICHOLAS M. CALAPA, has been a Director of the Company since 1999. He has been
the Vice President and a fifty percent (50%) shareholder of Greenwich
Financial Group since 1997 where he has worked as an investment banker. Prior
to that time, for ten years he worked as a financial consultant for the
brokerage firm currently known as Salomon Smith Barney. Mr. Calapa received
his Bachelor of Arts Degree with a major in Political Science from St. John's
University in 1984. He also graduated with a minor in business and philosophy.
GLENN LIDDELL, Secretary and Director since January, 2003, has been an
accredited paralegal since 1993 with extensive experience in business, estate
and tax planning.
RODNEY B. READ, Former Director, Vice President and Chief Operating Officer.
Rod Read resigned his positions with the Company effective January, 2003.
DREW ROBERTS, Former Vice President and Chief Financial Officer. Drew Roberts
resigned his positions with the Company, effective March, 2003.
CERTAIN LEGAL PROCEEDINGS
No director or executive officer of the Company during 2002 has appeared as a
party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years. Mr. Hipple as an officer of CGI, was
named as a defendant in an action entitled David K. Broadbent, as Receiver, et
al. vs. CGI International Holdings, Inc. et al filed in the United States
District Court for the District of Utah, Central Division, Civil Action No.
2:02-C-230C, in which the named Receiver is seeking to ascertain whether any
assets of Merrill Scott & Associates, Inc., a Utah corporation by which Mr.
Hipple was employed prior to October 15, 2001 are held by CGI. Based on a
review of the pleadings and other documents, it does not appear that any
assets or other property of Merrill Scott & Associates, Inc. were held by CGI,
or any of the named individuals, and no liability is expected to result from
this action on the part of CGI, or Mr. Hipple.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
No reporting person of the Company failed to file on a timely basis reports
required by Section 16(b) of the Exchange Act during 2002.
COMMITTEES OF THE BOARD
We presently do not have any committees, but we do anticipate forming
appropriate committees of the Board when the Board of Directors has been
increased to add additional outside directors.
All current officers and directors listed above will remain in office until
the next annual meeting of our stockholders, and until their successors have
been duly elected and qualified. There are no agreements with respect to the
election of Directors. We have not compensated our Directors for service on
our Board of Directors, any committee thereof, or reimbursed them for expenses
incurred for attendance at meetings of our Board of Directors and/or any
committee of our Board of Directors. Our Board of Directors appoints officers
annually and each Executive Officer serves at the discretion of our Board of
Directors. We do not have any standing committees. Our Board of Directors may
in the future determine to pay Director's fees and reimburse Directors for
expenses related to their activities, and may also appoint committees of the
Board.
None of our officers and/or Directors have filed any bankruptcy petition, been
convicted of or have been the subject of any criminal proceeding or been the
subject of any order, judgment or decree involving the violation of any state
or federal securities laws within the past five (5) years.
ITEM 10. EXECUTIVE COMPENSATION
In 2000, 2001 and 2002, no officer of the Company received compensation in
excess of $100,000 and there were no stock options, warrants or similar grants
to any officer or director, made during 2002. A warrant to acquire 1,000,000
pre-split shares (500,000 post-split shares) of common stock was issued to
Greenwich Financial Group, in which our director, Nicholas Calapa is a fifty
percent owner, in April, 2002, for a period of three years at a pre-split
price of $2.00 per share ($4.00 post-split).
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 15, 2003, information with respect
to the beneficial ownership of the Company's common stock by (i) each person
known by the Company to own beneficially 5% or more of such stock, (ii) each
director of the Company who owns any Common Stock, and (iii) all Directors and
Officers as a group, together with their percentage of beneficial holdings of
the outstanding shares.
Title of Class Name and Address Amount of Shares Percent
Beneficially Owned of Class
Common Shares Robert Hipple 6,890,042(1) 28.25%(1)
4232 D'Este Court
Lake Worth, FL 33467
Common Shares Nicholas M. Calapa 22,860(2) *(2)
50 Myano Lane
Stamford, CT 06902
Common Shares Glenn Liddell 551,250 2.26%
4232 D'Este Court
Lake Worth, FL 33467
Common Shares Lester A. Katz 2,550,000 10.46%
4232 D'Este Court
Lake Worth, FL 33467
Common Shares Rodney Read 2,250,000 9.23%
7979 McLain Mountain Circle
Salt Lake City, UT 84121
Common Shares Drew Roberts 2,250,000 9.23%
2148 East 1300 South
Salt Lake City, UT 84108
Common Shares Mark Wood 1,350,000 5.53%
1641 Crescent View Circle
Sandy, UT 84092
Common Shares Officers and Directors as a Group 7,464,152 (3) 30.60%(3)
* less than one percent
(1) Robert Hipple directly owns 4,000,000 shares and indirectly owns
2,890,042 shares by ownership of shares by his spouse and a self
directed IRA
(2) Nicholas M. Calapa owns directly 10,000 shares and indirectly 12,860
shares by ownership of the fifty percent of Greenwich Financial Group
(GFG) which owns 25,640 share. In addition, Mr. Calapa indirectly
owns 250,000 warrants by his ownership in GFG which owns 500,000
warrants.
(3) Robert Hipple, Nicholas M. Calapa and Glenn Liddell are our only
Officers and Directors. The Officers and Directors owned 7,464,152
shares (30.60%) of our common stock as of April 15, 2003.
There are no shares of our voting stock that the persons listed above may
acquire within 60 days by exercise or conversion of options, warrants,
conversion privileges or other rights, except for the 500,000 warrants subject
to the Warrant Agreement held by Greenwich Financial Group, in which Mr.
Calapa is a fifty percent owner.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We presently operate our business out of the offices of Lester A. Katz,
Chartered, who has not charged us any rent. During 2002, we operated also out
of subleased offices at a monthly rate of $3,200, which we have not been able
to pay. Mr. Hipple has paid the lease on behalf of the Company and the
Company is obligated to reimburse Mr. Hipple for these payments. This amount
is reflected in the Other current liabilities of the Company's financial
statement
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial statements; See index to financial statement and
schedules in Item 7.
2. Financial statement schedules; see index to financial
statements and schedules in Item 7
3. Exhibits:
The following exhibits are filed with this Form 10-KSB and are identified by
the
numbers indicated:
3.1 Articles of Incorporation, as amended, incorporated by reference to the
Registrant's Form 8-K12g3, filed on September 12, 2000 (SEC File No.
000-31507).
3.2 Bylaws, as amended, incorporated by reference to the Registrant's Form
8-K12g3, filed on September 12, 2000 (SEC File No. 000-31507).
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
(b) Reports on Form 8-K
On October 8, 2002, we filed a Form 8-K with the Securities and Exchange
Commission (SEC File No. 000-31507) to report the resignation of Moffitt
& Company, P.C. as the Company's independent auditors and the
appointment of Farber & Hass, CPA's as our independent certifying
accountants.
On October 17, 2002, we filed a Form 8-K with the Securities and
Exchange Commission (SEC File No. 000-31507) to report the Company's
name change to International Trust & Financial Systems, Inc.
On October 23, 2002, we filed a Form 8-K/A with the Securities and
Exchange Commission (SEC File No. 000-31507) to report the Share
Exchange Agreement with International Financial Concierge Services, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
By: /s/ Robert Hipple
- -----------------------
Robert Hipple
President
Dated: July 28, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Robert Hipple President and Director July 28, 2003
- --------------------------
Robert Hipple
/s/ Nicholas M. Calapa Director
- --------------------------- July 28, 2003
Nicholas M. Calapa
/s/ Glenn Liddell Director
- --------------------------- July 28, 2003
Glenn Liddell
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 Annual Report on Form 10-KSB of INTERNATIONAL TRUST &
FINANCIAL SYSTEMS, INC. (the "Company") for the quarterly period ended
December 31, 2002 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: July 28, 2003
by:
/s/ Robert Hipple
___________________________
Robert Hipple
President, Chief Executive Officer 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.
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Hipple, certify that:
1. I have reviewed this annual report on Form 10-KSB of International Trust &
Financial Systems, Inc.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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 annual
report (the "Evaluation Date"); and
c) presented in this annual 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
annual report whether 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: July 28, 2003 /s/ Robert Hipple
Robert Hipple
Chief Executive Officer