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 June 30, 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 June 30, 2003, the
Company had 24,939,916 shares of Common Stock outstanding, $0.001 par value
and no 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/A filed with the Securities and
Exchange Commission ("SEC") on July 28, 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 June 30, 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.
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 June 30, 2003,
and the related statements of operations for the three and six months then
ended and statements of stockholders' (deficit) and cash flows for the six
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 3 to the financial
statements, the Company has incurred net losses of $790,749, 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 3. 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
August 11, 2003
Sandy, Utah
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 2003 AND 2002
(Unaudited)
TABLE OF CONTENTS
Page No.
INDEPENDENT ACCOUNTANT'S REVIEW REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' (Deficit) 4-6
Statements of Cash Flows 7
Notes to Financial Statements 8-9
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, 2003 AND DECEMBER 31, 2002
June 30, December 31,
2003 2002
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash - 354
TOTAL CURRENT ASSETS - 354
PROPERTY AND EQUIPMENT, NET 7,473 8,410
OTHER ASSETS - 1,000
TOTAL ASSETS $ 7,473 $ 9,764
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 7,535 $ 5,541
Other Current Liabilities 45,913 26,131
TOTAL CURRENT LIABILITIES 53,448 31,672
STOCKHOLDERS' (DEFICIT)
Preferred stock, par value $ 0.001 per share
Authorized 10,000,000 shares. No shares
outstanding @ June 30, 2003 - 1,000
Common stock, par value $ 0.001 per share
Authorized 50,000,000 shares
Issued and outstanding - 24,939,916 shares
@ June 30, 2003 24,939 24,389
Paid in capital in excess of par value of stock 719,835 719,835
Deficit accumulated during the development stage 790,749) (767,132)
TOTAL STOCKHOLDERS' (DEFICIT) (45,975) (21,908)
TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) $ 7,473 $ 9,764
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
JUNE 30, 2003
(UNAUDITED)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO JUNE 30,
2003
(UNAUDITED)
For the Period
From
Three Months Ended Six Months Ended September 1, 1996
June 30 June 30 Date of Inception)
2003 2002 2003 2002 to June 30, 2003
REVENUE $- $- $- $- $6,768
EXPENSES
General and administrative
expenses 10,877 33,622 22,681 45,227 178,606
Development costs 466,361
Bad debt expense 150,677
Depreciation 468 - 937 - 1,873
TOTAL EXPENSES 11,345 33,622 23,617 45,227 797,517
NET (LOSS) $(11,345) $(33,622) $(23,617) $(45,227) $(790,749)
NET LOSS PER COMMON SHARE
Basic and diluted $(0.001) $(0.001) $(0.001) $(0.001)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUT-
STANDING
Basic and diluted 24,392,972 23,804,131 24,389,916 46,804,131
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD FROM SEPTEMBER 1, 1996
(DATE OF INCEPTION) TO JUNE 30, 2003
(UNAUDITED)
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 June 30, 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 June 30, 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, June 30, 2003 - $ - 24,939,916 $24,389 $719,835 $(790,749) (45,975)
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
AND FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
JUNE 30, 2003
(UNAUDITED)
For the period
From September
Six Months 1, 1996 (Date of
Ended June 30, Inception) to
2003 2002 June 30,2003
CASH FLOWS USED BY
OPERATING ACTIVITIES $ (20,686) $ (161,876) $ (450,948)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - - (9,346)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 550 161,876 425,017
Advances by officer 19,782 - 35,277
NET CASH PROVIDED BY FINANCING 20,332 - 460,294
NET INCREASE (DECREASE) IN CASH (354) - -
CASH AT BEGINNING OF PERIOD 354 - -
CASH AT END OF PERIOD $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ - $ - $ -
Taxes $ - $ - $ 150
SCHEDULE OF NON-CASH FINANCING
ACTIVITIES:
Issuance of common stock
for merger expenses $ - $ - $ 14,179
Issuance of common stock
for services $ 550 $ 59,009 $ 306,000
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(UNAUDITED)
NOTE 1 DEVELOPMENT STAGE OPERATIONS
As of June 30, 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 $433,361 of development
costs for the period from September 1, 1996 (date of inception) to June 30,
2003.
NOTE 2 CAPITAL STOCK
Preferred Stock
By agreement dated June 30, 2003, the Company agreed with Prospect Venture
Partners, LLC to cancel the Subscription by the Company for an interest in
the Prospect Capital Venture Fund, and to the cancellation of 5 million
shares of previously issued Class A convertible preferred shares. This
transaction is reflected in the June 30, 2003 financial statements.
Common Stock
Effective June 30, 2003, the Company issued additional shares of its common
stock, as follows:
Greenwich Financial Group 250,000 shares
Interstate Transfer Company 200,000 shares
Gregg Jaclin 20,000 shares
Richard Anslow 80,000 shares
The shares issued to Interstate Transfer Company, Gregg Jaclin and Richard
Anslow are shares issued pursuant to previous agreements satisfying
outstanding expenses owed to them, with the issuance of shares to continue
until such time as the amounts due have been paid in full. The satisfaction
of the outstanding liabilities was reported in the Fourth Quarter of 2002,
and the issuance of the shares did not affect expenses for the Quarter. The
shares issued to Greenwich Financial group were issued in satisfaction of
previous commitments arising out of the acquisition of an interest in the
company by CGI International Holdings, Inc., which was later rescinded. All
shares were recorded at par value.
NOTE 3 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 $790,749,
has a stockholders' (deficit) 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.
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 AND 2002
(UNAUDITED)
NOTE 4 AMOUNTS DUE SHAREHOLDER
During 2002, the Company's President paid rent and other expenses on behalf
of the Company totaling $26,131. During the first and second quarter of
2003, the President paid rent on behalf of the Company in the amount of
$19,200. The amount due him at June 30, 2003 is $45,481 which is included in
the Other Current Liabilities.
Item 2. Management's Discussion and Analysis
RESULTS OF OPERATIONS
- ---------------------
The Company had no operations in the second 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 June 30, 2003, we have incurred cumulative net losses
of $790,102 from inception. We have abandoned all further development
activities and have minimal assets as of June 30, 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 $10,877 during
the second quarter of 2003, resulting in a loss for the quarter of $11,345
and a cumulative loss of $790,749. 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, which was written off as uncollectible in 2002.
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.
On June 18, 2003, the Company issued a press release announcing that it was
in merger discussions with Clear Wire Networks, Inc. of Dallas, Texas. A
Merger Agreement was executed on June 18, 2003 calling for the merger of
Clear Wire Networks, Inc. into the Company. The press release is furnished as
Exhibit 99.3 to this Form 10-QSB.
Effective June 19, 2003 the Company was delisted from the OTC Bulletin Board
for failure to comply with NASD Rule 6530. The Company's stock continued to
trade on the Over The Counter Pink Sheets. Effective August 1, 2003, the
Company's common stock was reinstated to the OTC:BB.
As a result of the delisting of the Company's common shares from the OTC BB
effective June 19, 2003, the merger was postponed, however. Merger
discussions have continued and with the relisting of the Company's shares on
the OTC BB effective August 1, 2003, it is anticipated that a new Merger
Agreement will be signed shortly, with an anticipated closing date prior to
August 15, 2003.
There are no preferred shares currently outstanding. By agreement dated June
30, 2003, the Company agreed with Prospect Venture Partners, LLC to cancel
the Subscription by the Company for an interest in the Prospect Capital
Venture Fund, ("PCVF"), and to the cancellation of 5 million shares of Series
B convertible preferred shares. The Company assigned its interest in PCVF to
International Financial Concierge Services, Inc., a Florida corporation,
which is controlled by the President of the Company, in exchange for the
cancellation of the 5 million shares of Series B convertible preferred
shares. A copy of the Assignment and Assumption Agreement, dated June 30,
2003, is attached as Exhibit 99.4 to this report.
Effective June 30, 2003, the Company issued additional shares of its common
stock, as follows:
Greenwich Financial Group 250,000 shares
Interstate Transfer Company 200,000 shares
Gregg Jaclin 20,000 shares
Richard Anslow 80,000 shares
The shares issued to Interstate Transfer Company, Gregg Jaclin and Richard
Anslow are shares issued pursuant to previous agreements satisfying
outstanding expenses owed to them, with the issuance of shares to continue
until such time as the amounts due have been paid in full. The satisfaction
of the outstanding liabilities was reported in the Fourth Quarter of 2002,
and the issuance of the shares did not affect expenses for the Quarter. The
shares issued to Greenwich Financial group were issued in satisfaction of
previous commitments arising out of the acquisition of an interest in the
company by CGI International Holdings, Inc., which was later rescinded.
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.
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 21 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.
International Trust & Financial Systems, Inc.
a Florida corporation
By: /s/ Robert Hipple
- -------------------------
Robert Hipple
President, CEO and CFO
DATED: August 11, 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 June 30, 2003
99.2 Certification Pursuant to Section 302(A) of the Sarbanes-Oxley Act
of 2002
99.3 Press Release, dated June 18, 2003, announcing the merger between
the Company and Clear Wire Networks, Inc.
99.4 Assignment and Assumption Agreement between the Company and
Concilium Prospect Capital Partners, L.P., Concilium Prospect Ventures II,
L.L.C., and International Financial Concierge Services, Inc.
* 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 June
30, 2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), Robert 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: August 11, 2003
by:
/s/ Robert Hipple
___________________________
Robert 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: August 11,2003 __/s/ Robert Hipple____
Robert Hipple
Chief Executive Officer
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. ANNOUNCES MERGER
6/18/2003 7:48:00 PM
LAKE WORTH, Fla., Jun 18, 2003 /PRNewswire-FirstCall via COMTEX/ --
International Trust & Financial Systems, Inc. (OTC Bulletin Board: ITFIE)
(ITFI) Announced today that it has entered into a Merger Agreement with Clear
Wire Networks, Inc. of Dallas, Texas. Under the terms of the Merger
Agreement, ITFI will be the surviving corporation and will change its name to
Altius Technology Corporation, Inc. Specific terms of the merger were not
disclosed. The merger has been approved by the Boards of Directors of both
corporations, and will be submitted to a vote of the shareholders of Clear
Wire in the near future. The merger is expected to close by June 30, 2003.
Clear Wire Networks, Inc. is a business venture formed by VIDA Technologies,
Inc., of Allen, Texas, and Infinite Technology Corporation (OTC Pink Sheets:
ITCJ), of Dallas, Texas. VIDA Technologies, Inc. specializes in the
development and design of communications equipment including fiber optic
multiplexers and fiber-to-the-home customer premise equipment. The company is
currently working on an all IP digital set top box design. Vida Technologies,
Inc. brings over 25 years of experience in integrating voice, data and video
fiber optic equipment solutions. Infinite Technology Corporation is a semi-
conductor system-on-chip and technology company based in Dallas.
After the merger, Altius Technology Corporation, as the surviving company,
will manufacture and sell fiber-to-the-home and other fiber optic customer
premises equipment for customers in Asian and US markets.
Cautionary Statement Regarding Forward Looking Statements
Certain information included in this communication contains statements that
are forward looking, within the meaning of the Private Securities Litigation
Act of 1995. These forward looking statements are subject to a number of known
and unknown risks and uncertainties that could cause actual operations or
results to differ materially from those anticipated. Investors and
prospective investors are cautioned about relying on such forward looking
statements, because other significant factors might affect the Company's
actual results, and in the future are likely to affect the Company's actual
results and cause the actual results to differ materially from those expressed
in any such forward looking statement.
SOURCE International Trust & Financial Systems, Inc.
Robert Hipple of International Trust & Financial Systems, Inc.,
1-801-232-3974
(ITFIE ITCJ)
Copyright (C) 2003 PR Newswire. All rights reserved.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 30th day of June, 2003,
between and among International Trust & Financial Systems, Inc., a Florida
corporation formerly known as Precom Technology, Inc. ("ITFI"), Concilium
Prospect Capital Partners, L.P. a Delaware limited partnership (the
"Partnership"), Concilium Prospect Ventures II, L.L.C., a Delaware limited
liability company (the "General partner"), and International Financial
Concierge Services, Inc., a Florida corporation ("IFCS").
WHEREAS, the General partner is the general partner of the Partnership as
provided in the Limited Partnership Agreement of Concilium Prospect Capital
partners, L.P. dated as of June 30, 2002; and
WHEREAS, ITFI subscribed as a limited partner in the Partnership by
Subscription Agreement for Concilium Prospect Capital Partners, L.P. dated
June 30, 2002; and
WHEREAS, ITFI desires to withdraw from the Partnership and assign its
partnership interest to IFCS, and the parties hereto are in agreement on the
transfer and assignment to IFCS;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are expressly acknowledged and agreed to by the parties,
the parties hereto hereby agree as follows:
1. ASSIGNMENT AND ASSUMPTION. ITFI hereby transfers, conveys and assigns
its interest as a limited partner in the Partnership to IFCS, effective June
30, 2003, and IFCS hereby accepts the assignment and conveyance of the
limited partnership interest in the Partnership, effective June 30, 2003.
IFCS agrees to assume all responsibility for its interest as a limited
partner in the partnership and hereby adopts the Limited Partnership
Agreement. IFCS agrees to execute and deliver hereafter such agreements,
documents and other writings as are necessary to carry out the intent of this
Agreement.
2. CONSENT TO ASSIGNMENT. The Partnership and the General Partner hereby
consent and agree to the assignment of the limited partnership interest of
ITFI to IFCS, to the withdrawal of ITFIU as a limited partner in the
partnership, and to the admission of IFCS as a substitute limited partner in
the Partnership effective June 30, 2003.
3. CONSIDERATION TO THE PARTNERSHIP. As consideration for the admission
of IFCS as a substitute limited partner in the Partnership and the release of
IFTI as a limited partner, IFCS shall issue Five Million (5,000,000) shares
of its preferred stock to the Partnership, with the preferred stock having
the same rights and preferences as the Series B Preferred Stock issued to the
Partnership by IFTI on June 30, 2002.
4. CANCELLATION OF SERIES B PREFERRED SHARES. The Series B Preferred
Shares issued by ITFI to the Partnership are hereby deemed to be cancelled,
void and of no further force and effect, effective on the execution of this
Agreement by all parties and the substitution of IFRCS as a limited partner
in the Partnership in place of ITFI.
5. TERMINATION OF INTEREST OF ITFI. Effective with the execution of this
Agreement by all parties, ITFI shall cease to be a limited partner in the
Partnership, and shall have no further rights, interest, benefits or
liabilities as a limited partner in the Partnership or under the Series B
Preferred Shares issued to the Partnership on June 30, 2002.
6. APPLICABLE LAW. This Agreement and the rights and obligations of the
parties hereto shall be interpreted and enforced in accordance with and
governed by the laws of Delaware applicable to agreements made and to be
performed wholly within that jurisdiction.
7. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof, and there are
no representations, covenants or other agreements except as stated or
referred to herein.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument. Facsimile signatures shall be
treated for all purposes as original signatures on any counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CONCILIUM PROSPECT CAPITAL PARTNERS, L.P.
By: General Partner, Concilium Prospect Ventures II, LLC
By: ___/s/ John Barry____________
Managing Member
CONCILIUM PROSPECT VENTURES II, LLC
By: ___/s/ John Barry_____________
Managing Member
INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC.
By: ___/s/ Robert Hipple___________
Chairman and CEO
INTERNATIONAL FINANCIAL CONCIERGE SERVICES, INC.
By: ___/s/ Robert Hipple____________
Chairman and CEO
See Accompanying Notes and Independent Accountant's Review Report.