SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
<P>
------------------------
<P>
FORM 8-K
<P>
------------------------
<P>
CURRENT REPORT
<P>
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
Date of Report (Date of earliest event reported):
August 28, 2000
<P>
PROVENCE CAPITAL CORPORATION, INC.
<P>
(Exact Name of Registrant as Specified in Its Charter)
<P>
Florida
(State or Other Jurisdiction of Incorporation)
65-0972648
---------- ----------
(Commission File Number) IRS Employer Identification No.)
<P>
22154 MARTELLA AVENUE, BOCA RATON, FLORIDA 33433
(Address of Principal Executive Offices) (Zip Code)
<P>
(561) 451-9674
(Registrant's Telephone Number, Including Area Code)
<P>
(Former Name or Former Address,
if Changed Since Last Report)
<P>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
<P>
Pursuant to a Stock Acquisition and Reorganization Agreement
(the "Acquisition Agreement") effective August 28, 2000, the
shareholders of Provence Capital Corporation, Inc. a Florida
corporation (the "Company"), transferred all one hundred
percent (100%) of their the outstanding shares of common
stock ("Common Stock") of Provence Capital Corporation,
Inc., to Precom Technology Corporation, a Florida
Corporation for 200,000 shares of $0.001 par value common
stock of Precom (the "Acquisition").
<P>
The Acquisition was approved by the unanimous consent of the
Board of Directors of Precom and the Company on August 28,
2000. The Acquisition is intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended ("IRC").
<P>
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission (the "Commission"),
Precom elected to become the successor issuer to Provence
for reporting purposes under the Securities Exchange Act of
1934 (the "Act") and elects to report under the Act
effective August 28, 2000.
<P>
As of the effective date of the Acquisition Agreement,
Provence shall assume the name of the Company. As of the
Effective Date, Ms. Shelley Goldstein shall have resigned as
an officer and director of Provence and Precom's officers
and directors will be the officers and directors of
Provence.
<P>
No subsequent changes in the officers, directors and five
percent shareholders of the Company are presently known. The
following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the
only class of shares previously issued by the Company) at
<P>
August 28, 2000 by (i) each person known by the Company to
be the beneficial owner of more than five percent (5%) of
the Company's outstanding shares of Common Stock, (ii) each
director of the Company, (iii) the executive officers of the
Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this
Offering. Each person named in the table, has sole voting
and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at
the address of the Company.
<TABLE>
<S> <C> <C> <C>
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
----------------------------------------------------------------------------
Common Goldco Properties Limited 896,000 89.60%
Partnership (1)
<P>
Common Shelley Goldstein (1) 10,000 1%
<P>
DIRECTORS AND
OFFICERS AS A
GROUP 10,000 1%
</TABLE>
(1) Goldco Properties Limited Partnership is a limited
liability partnership controlled by Peter Goldstein, the
husband of Shelley Goldstein. Any claim of beneficial
ownership to the 896,000 shares is disclaimed by Ms.
Goldstein.
<P>
The following is a biographical summary of the directors and
officers of Precom:
<P>
NICHOLAS M. CALAPA, 38, has been the President and a
Director of Precom since 1999. He has been the Vice
President and a Partner of Greenwich Financial Group since
1997 where he has worked as a consultant to the Company in
investment banking. Prior to that time, he worked as a
financial consultant for the brokerage firm currently known
as Salomon Smith Barney for ten years. 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 minor degrees in business and philosophy.
<P>
BRUCE KELLER, 63, has been the Vice President, Secretary and
a Director of Precom since 1999. He has been the President
of Greenwich Financial Group since 1997 where his
responsibilities include overseeing the overall
administration of the Company. Prior to that time, he
worked as a financial consultant for Gilford Securities for
five years. Mr. Keller received his Bachelor of Science
degree in Economics from the University of Pennsylvania in
1958 and his Master in Business Administration in Taxation
from New York University in 1964.
<P>
The Directors named above will serve until the next annual
meeting of the shareholders of the Company in the year 2001.
Directors will be elected for one-year terms at each annual
shareholder's meeting. Officers hold their positions at the
appointment of the Board of Directors.
<P>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
<P>
Pursuant to the Acquisition Agreement, the shareholders of
the Company transferred one hundred percent (100%) of the
issued and outstanding shares of common stock (Common Stock)
of Provence from all of the shareholders of the issued and
outstanding Common Stock of Provence, for 200,000 shares of
$0.001 par value common stock of Precom. In evaluating the
Acquisition, Provence used criteria such as the value of the
Company's business relationships, goodwill, the Company's
ability to compete in the information technology arena, the
Company's current and anticipated business operations, and
the background of the Company's officers and directors in
the area of information technology. No material
relationship exists between the selling shareholders of
Provence or any of its affiliates, any director or officer,
or any associate of any such director or officer of Provence
and the Company. The consideration exchanged pursuant to
the Acquisition Agreement was negotiated between Provence
and the Company in an arm's-length transaction. The
consideration paid derived from the Company's treasury
stock.
<P>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
<P>
No court or governmental agency has assumed jurisdiction
over any substantial part of the Company's business or
assets.
<P>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
<P>
Precom retains its certifying accountants.
<P>
ITEM 5. OTHER EVENTS
<P>
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, the Company elected to become the successor
issuer to Provence Capital Corporation,Inc. for reporting
purposes under the Securities Exchange Act of 1934 and
elects to report under the Act effective August 11, 2000.
<P>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
<P>
No directors have resigned due to a disagreement with the
Company since the date of the last annual meeting of
shareholders.
<P>
ITEM 7. FINANCIAL STATEMENTS
<P>
The pro forma consolidated financial statements of the
Company and Precom as of January 31, 2000 and June 30, 2000
are filed herewith. The reviewed financial statements for
Precom for the period ending June 30, 2000 are filed
herewith. The audited financial statements for Precom for
the years ending December 31, 1999 and 1998 are filed
herewith.
<P>
ITEM 8. CHANGE IN FISCAL YEAR
<P>
There has been no change in the Company's fiscal year.
<P>
Index to Exhibits
<P>
2.1 Stock Acquisition and Reorganization Agreement by
and among Precom Technology, Inc. and Provence
Capital Corporation, Inc. dated August 28, 2000.
<P>
3.1 Articles of Incorporation of Provence Capital
Corporation, Inc. *
<P>
3.2 By-Laws of Provence Capital Corporation, Inc. *
<P>
17.1 Resignation Letter of Shelley Goldstein
<P>
27.1. Financial Data Schedule.
<P>
* Filed with Provence Capital Corporation's Form 10-SB
on March 17, 2000 (SEC File No. 0-29999)
<P>
Pro Forma Financial Statements - January 31, 2000
<P>
In August, 2000, Provence Capital Corporation, Inc.
completed a merger with Precom Technology, Inc. by
exchanging 1,000,000 shares of common stock for 250,000
shares of Precom Technology, Inc.
<P>
The acquisition will be counted for as a reverse acquisition
with the assets and liabilities recorded at book values.
<P>
The accompanying condensed consolidated financial statements
illustrate the effect of the acquisition ("Pro Forma") on
the company's financial position and results of operations.
The condensed consolidated balance sheet as of June 30, 2000
is based on the historical balance sheets of the companies
as of that date and assumes the acquisition took place on
that date. The condensed consolidated statement of income
for the periods ended December 31, 1999, January 31, 2000
and June 30, 2000 are based on the historical statements of
income of the companies. The Pro Forma condensed
consolidated statement of income assumes the acquisition
took place on January 1, 2000.
<P>
The Pro Forma condensed financial statements may not be
indicative of the actual results of the acquisition.
<P>
The accompanying condensed consolidated Pro Forma financial
statements should be read in connection with the historical
financial statements of the Company and Precom Technology,
Inc.
<P>
PROVENCE CAPITAL CORPORATION, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 2000
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Provence
Capital Precom
Corporation Technology, Pro Forma
Inc. Inc. Pro Forma as
ASSETS (1) (2) Adjustments Adjusted
-----------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash
equivalents $ 1,000 $ 0 $ $ 1,000
<P>
INTANGIBLE ASSETS, NET OF
ACCUMULATED
AMORTIZATION 5,970 0 ( 3)( 5,970) 0
---------------------------------------------------------------------
TOTAL ASSETS $ 6,970 $ 0 $ ( 5,970) $ 1,000
=====================================================================
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<P>
CURRENT LIABILITIES
Accounts payable $ 1,000 $ 15,000 $ 0 $ 16,000
----------------------------------------------------------------------
<P>
STOCKHOLDERS' EQUITY
(DEFICIT)
Preferred stock 0 0
Common stock 1,000 19,209 ( 4)( 1,000) 19,459
( 4) 250
Paid in capital
in excess ( 4)( 5,970)
of par value
of stock 5,970 339,184 ( 4) 6,720 345,904
Deficit accumulated
during the
development stage ( 1,000) ( 373,393) ( 5,970) ( 380,363)
---------------------------------------------------------------------
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) 5,970 ( 15,000) ( 5,970) ( 15,000)
---------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT) $ 6,970 $ 0 $ ( 5,970) $ 1,000
=====================================================================
</TABLE>
<P>
PROVENCE CAPITAL CORPORATION, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIOD ENDED JANUARY 31, 2000
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Provence
Capital Precom
Corporation, Technology, Pro Forma
Inc. Inc. Pro Forma as
ASSETS (1) (2) Adjustments Adjusted
-----------------------------------------------------------------------------------------
REVENUE $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------------
COST AND EXPENSES
Development costs 0 7,249 0 7,249
General and
administrative 1,000 0 5,970 6,970
--------------------------------------------------------------------
TOTAL COSTS AND
EXPENSES 1,000 7,249 5,970 14,219
--------------------------------------------------------------------
NET (LOSS) $ ( 1,000) $ ( 7,249) ( 5,970) ( 14,219)
====================================================================
<P>
PRO FORMA NET (LOSS)
PER COMMON SHARE $ ( .001)
=============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
<P>
Basic and diluted 19,458,522
=============
<P>
</TABLE>
<P>
PROVENCE CAPITAL CORPORATION, INC.
PRO FORMA ADJUSTMENTS
JANUARY 31, 2000
<P>
(1) Historical amounts per January 31, 2000 audited
financial statements
<P>
(2) Historical amounts per December 31, 1999 audited
financial statements
<P>
(3) Write-off intangible assets per SOP 98-5
<P>
(4) Merger of Provence Capital Corporation, Inc. and
Precom Technology, Inc.
Recorded as a reverse acquisition with Provence
Capital Corporation, Inc. changing its name to Precom
Technology, Inc.
Issuance of 250,000 shares of Precom Technology, Inc.
for 1,000,000 shares of Provence Capital Corporation,
Inc.
<P>
Pro Forma Financial Statements - June 30, 2000
<P>
In August, 2000, Provence Capital Corporation, Inc.
completed a merger with Precom Technology, Inc. by
exchanging 1,000,000 shares of common stock for 250,000
shares of Precom Technology, Inc.
<P>
The acquisition will be counted for as a reverse acquisition
with the assets and liabilities recorded at book values.
<P>
The accompanying condensed consolidated financial statements
illustrate the effect of the acquisition ("Pro Forma") on
the company's financial position and results of operations.
The condensed consolidated balance sheet as of June 30, 2000
is based on the historical balance sheets of the companies
as of that date and assumes the acquisition took place on
that date. The condensed consolidated statement of income
for the periods ended December 31, 1999, January 31, 2000
and June 30, 2000 are based on the historical statements of
income of the companies. The Pro Forma condensed
consolidated statement of income assumes the acquisition
took place on January 1, 2000.
<P>
The Pro Forma condensed financial statements may not be
indicative of the actual results of the acquisition.
<P>
The accompanying condensed consolidated Pro Forma financial
statements should be read in connection with the historical
financial statements of the Company and Precom Technology,
Inc.
<P>
PROVENCE CAPITAL CORPORATION, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Provence
Capital Precom
Corporation, Inc. Technology, Pro Forma
Inc. Pro Forma as
ASSETS (1) (2) Adjustments Adjusted
-----------------------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash
equivalents $ 1,000 $ 0 $ $ 1,000
<P>
INTANGIBLE ASSETS, NET OF
ACCUMULATED
AMORTIZATION 5,970 0 ( 3)( 5,970) 0
---------------------------------------------------------------------
TOTAL ASSETS $ 6,970 $ 0 $ ( 5,970) $ 1,000
=====================================================================
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<P>
CURRENT LIABILITIES
Accounts payable $ 1,000 $ 32,200 $ 0 $ 33,200
----------------------------------------------------------------------
<P>
STOCKHOLDERS' EQUITY
(DEFICIT)
Preferred stock 0 0
Common stock 1,000 19,209 ( 4)( 1,000) 19,459
( 4) 250
Paid in capital
in excess ( 4)( 5,970)
of par value
of stock 5,970 339,184 ( 4) 6,720 345,904
Deficit accumulated
during the
development stage ( 1,000) ( 390,593) ( 5,970) ( 397,563)
---------------------------------------------------------------------
TOTAL STOCKHOLDERS'
EQUITY (DEFICIT) 5,970 ( 32,200) ( 5,970) ( 32,200)
---------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT) $ 6,970 $ 0 $ ( 5,970) $ 1,000
=====================================================================
</TABLE>
<P>
PROVENCE CAPITAL CORPORATION, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIOD ENDED JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Provence
Capital Precom
Corporation Technology, Pro Forma
Inc. Inc. Pro Forma as
ASSETS (1) (2) Adjustments Adjusted
-----------------------------------------------------------------------------------------
REVENUE $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------------
COST AND EXPENSES
Development costs 0 17,200 0 17,200
General and
administrative 1,000 0 5,970 6,970
--------------------------------------------------------------------
TOTAL COSTS AND
EXPENSES 1,000 17,200 5,970 24,170
--------------------------------------------------------------------
NET (LOSS) $ ( 1,000) $ (17,200) ( 5,970) ( 24,170)
====================================================================
<P>
PRO FORMA NET (LOSS)
PER COMMON SHARE $ ( .001)
=============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
<P>
Basic and diluted 19,458,522
=============
<P>
</TABLE>
<P>
PROVENCE CAPITAL CORPORATION, INC.
PRO FORMA ADJUSTMENTS
JUNE 30, 2000
<P>
(1) Historical amounts per January 31, 2000 audited
financial statements
<P>
(2) Historical amounts per December 31, 1999 audited
financial statements
<P>
(3) Write-off intangible assets per SOP 98-5
<P>
(4) Merger of Provence Capital Corporation, Inc. and
Precom Technology, Inc.
Recorded as a reverse acquisition with Provence
Capital Corporation, Inc. changing its name to Precom
Technology, Inc.
Issuance of 250,000 shares of Precom Technology, Inc.
for 1,000,000 shares of Provence Capital Corporation,
Inc.
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2000
<P>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page No.
INDEPENDENT ACCOUNTANTS' REVIEW REPORT 1
<P>
FINANCIAL STATEMENTS
Balance Sheet 2
Statements of Operations 3
Statement of Changes in Stockholders' Equity (Deficit) 4
Statements of Cash Flows 5 - 6
Notes to Financial Statements 7 - 10
<P>
</TABLE>
<P>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
<P>
To the Board of Directors and Stockholders
Precom Technology, Inc.
Stamford, Connecticut
<P>
We have reviewed the accompanying balance sheet of Precom
Technology, Inc. as of June 30, 2000 and the related
statements of operations, changes in stockholders' equity
(deficit), and cash flows for the three and six months then
ended, and for the period from September 1, 996 (date of
inception) to June 30, 2000, in accordance with Statements
on Standards for 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 Precom Technology, Inc.
<P>
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, we
do not express such an opinion.
<P>
Based on our review, we are 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.
<P>
As discussed in Note 6, certain conditions indicate that the
company may be unable to continue as a going concern. The
accompanying financial statements do not include any
adjustments to the financial statements that might be
necessary should the company be unable to continue as a
going concern.
<P>
Moffitt & Company, P.C.
Scottsdale, Arizona
<P>
July 7, 2000
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
<P>
ASSETS
<S> <C> <C>
TOTAL ASSETS $ 0
==============
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<P>
CURRENT LIABILITIES
Accounts payable
Stock Transfer Agent $ 15,000
Greenwich Financial Group 17,200
-------------
$ 32,200
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $ 0.001 per share
Authorized 10,000,000 shares
Issued and outstanding - 0 - shares 0
Common stock, par value $ 0.001 per share
Authorized 50,000,000 shares
Issued and outstanding - 19,208,522 shares 19,209
Paid in capital in excess of par value of stock 339,184
Deficit accumulated during the development stage ( 390,593)
-------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 32,200)
---------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 0
===============
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
JUNE 30, 2000
(UNAUDITED)
<S> <C> <C> <C>
Three Months Six Months September 1, 1996
Ended Ended (Date of inception)
June 30, June 30, to June 30,
2000 2000 2000
-----------------------------------------------------
REVENUE $ 0 $ 0 $ 0
<P>
DEVELOPMENT COSTS 17,200 17,200 390,593
-----------------------------------------------------
NET (LOSS) $ (17,200) $ (17,200) $ (390,593)
=====================================================
<P>
NET (LOSS) PER COMMON SHARE
<P>
BASIC AND DILUTED $ (.001) $ (.001)
==============================
<P>
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
<P>
BASIC AND DILUTED 19,208,522 19,208,522
==============================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 1, 1996
(DATE OF INCEPTION) TO JUNE 30, 2000
(UNAUDITED)
<S> <C> <C> <C> <C>
Preferred Stock Common Stock
Shares Amount Shares Amounts
--------------------------------------------------
September 1, 1996
(Date if inception) 0 $ 0 0 $ 0
<P>
September, 1996 - Share issued
for services 0 0 1,000,000 1,000
<P>
October, 1996 - Shares
issued for cash 0 0 1,000,000 1,000
<P>
Net (loss) for the period from
September 1, 1996 to
December 31, 1996 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1996 0 0 2,000,000 2,000
<P>
March 1997 - Shares issued for cash 0 0 4,000,000 4,000
<P>
March 1997 - Shares issued for
settlement of failed mergers 0 0 7,208,522 7,209
<P>
Net (loss) for the year ended
December 31, 1997 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1997 0 0 13,208,522 13,209
<P>
August 1998 - Shares issued
for services 0 0 6,000,000 6,000
<P>
Net (loss) for the year ended
December 31, 1998 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1998 0 0 19,208,522 19,209
<P>
Net (loss) for the year ended
<P>
December 31, 1999 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1999 0 0 19,208,522 19,209
<P>
Net (loss) for the
six months ended
June 30, 2000 0 0 0 0
--------------------------------------------------
BALANCE, JUNE 30, 2000 0 $ 0 19,208,522 $ 19,209
==================================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 1, 1996
(DATE OF INCEPTION) TO JUNE 30, 2000
(UNAUDITED)
CONTINUED
---------
<S> <C> <C>
Paid in Deficit
Capital in Accumulated
Excess of During the
Par Value Development
of Stock Stage
<P>
$ 0 $ 0
<P>
0 0
<P>
49,184 0
<P>
0 ( 16,703)
------------------------------------
49,184 ( 16,703)
<P>
196,000 0
<P>
0 0
<P>
0 ( 178,200)
------------------------------------
245,184 ( 194,903)
<P>
94,000 0
<P>
0 ( 171,241)
----------------------------------
339,184 ( 366,144)
<P>
0 ( 7,249)
----------------------------------
339,184 ( 373,393)
<P>
0 (17,200)
----------------------------------
$ 339,184 $ ( 390,593)
==================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION)
TO JUNE 30, 2000
(UNAUDITED)
<S> <C> <C>
Six Months September 1, 1996
Ended (Date of inception)
June 30, 2000 to June 30, 2000
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) $ (17,200) $ ( 390,593)
Adjustments to reconcile net (loss)
to net cash (used) by operating
activities
Stock issued for failed mergers 0 7,209
Stock issued by services 0 101,000
Changes in operating assets
and liabilities
Accounts payable (17,200) 32,200
----------------------------------------
NET CASH (USED) BY
OPERATING ACTIVITIES 0 ( 250,184)
----------------------------------------
CASH FLOWS FROM INVESTING
ACTIVITIES: 0 0
<P>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock 0 250,184
----------------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 250,184
----------------------------------------
NET (DECREASE) IN CASH AND
CASH EQUIVALENTS 0 0
<P>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 0 0
----------------------------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 0 $ 0
========================================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
INTEREST PAID $ 0 $ 0
========================================
TAXES PAID $ 0 $ 0
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION)
TO JUNE 30, 2000
(UNAUDITED)
<S> <C> <C>
Six Months September 1, 1996
Ended (Date of inception)
June 30, 2000 to June 30, 2000
---------------------------------------------------
SCHEDULE OF NON CASH
FINANCING ACTIVITIES
<P>
ISSUANCE OF COMMON STOCK
FOR FAILED MERGERS $ 0 $ 7,209
===================================================
ISSUANCE OF COMMON STOCK
FOR SERVICES $ 0 $ 101,000
===================================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
<P>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
<P>
Nature of Business
-------------------
<P>
Precom Technology, Inc. was organized on September
1, 1996, under the laws of the State of Florida. The
Company is in the development stage and does not have any
planned activities.
<P>
Name Changes
------------
<P>
The Company has changed its name as follows:
<P>
At date of incorporation - Fairbanks, Inc.
April 1997 - Jet Vacations, Inc.
May 1998 - Precom Technology, Inc.
<P>
Cash and Cash Equivalents
-------------------------
<P>
For purposes of the statement of cash flows, the
company considers all highly liquid debt instruments
purchased with an original maturity of three months or less
to be cash equivalents.
<P>
Accounting Estimates
--------------------
<P>
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.
<P>
Income Taxes
------------
<P>
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 bases
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 rate
are enacted, deferred tax assets and liabilities are
adjusted through the provision for income taxes.
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
<P>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
-----------------------------------------------
<P>
Net (Loss) Per Share
--------------------
<P>
The Company adopted Statement of Financial
Accounting Standards No. 128 that requires the reporting of
both basic and diluted earnings per share. Basic earnings
per share is computed by dividing net income available to
common shareowners by the weighted average number of common
shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were
exercised or converted into common stock. In accordance
with FASB 128, any anti-dilutive effects on net loss per
share are excluded.
<P>
NOTE 2 DEVELOPMENT STAGE OPERATIONS
----------------------------
<P>
As of June 30, 2000, the Company was in the
development stage of operations. According to the Financial
Accounting Standards Board of the Financial Accounting
Foundation, a development stage company is defined as a
company that devotes most of its activities to establishing
a new business activity. In addition, planned principle
activities have not commenced, or have commenced and have
not yet produced significant revenue.
<P>
FAS-7 requires that all development costs be
expensed during the development period. The Company
expensed $ 17,200 of development costs for the six months
ended June 30, 2000 and $390,593 for the period from
September 1, 1996 (date of inception) to June 30, 2000.
<P>
NOTE 3 INCOME TAXES
-------------
<TABLE>
<S> <C>
(Loss) before income taxes $ 0
-------------
The provision for income taxes is
estimated as follows:
Currently payable $ 0
-------------
Deferred $ 0
-------------
</TABLE>
A reconciliation of the provision for income
taxes compared with the amounts at the U.S.
Statutory rates is as follows:
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
<P>
NOTE 3 INCOME TAXES (CONTINUED)
-------------------------
<TABLE>
<S> <C>
Tax at U.S. Federal Statutory
income tax rates $ 0
--------------
<P>
Deferred income tax assets and liabilities
reflect the impact of temporary differences
between amounts of assets and liabilities for
financial reporting purposes and the basis of
such assets and liabilities as measured by tax
laws
The net deferred tax asset is $ 0
---------------
The net deferred tax liability is $ 0
---------------
</TABLE>
<P>
Temporary differences and carry forwards that
give rise to deferred tax assets and liabilities
include the following:
<TABLE>
<S> <C> <C> <C>
Deferred Tax
------------
Assets Liabilities
------ -----------
Net operating losses $ 56,009 $ 0
Valuation allowance 56,009 0
-------- -----------
Total deferred taxes $ 0 $ 0
======== ===========
<P>
A reconciliation of the valuation allowance
is as follows:
<P>
Balance, January 1, 2000 $ 56,009
<P>
Addition for the year 0
-----------
Balance, June 30, 2000 $ 56,009
===========
</TABLE>
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
<P>
NOTE 4 TAX CARRYFORWARDS
-----------------
<P>
The Company has the following tax carryforwards at
March 31, 2000:
<TABLE>
<S> <C> <C> <C>
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 7,249 2019
-----------------
$ 373,393
=================
Future changes in ownership may further limit the ability of
the Company to utilize its net operating loss carryforwards.
</TABLE>
<P>
NOTE 5 PREFERRED STOCK
---------------
<P>
No rights or preferences have been assigned to the
preferred stock.
<P>
NOTE 6 GOING CONCERN
-------------
<P>
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
development losses of $ 390,593 from inception. In
addition, the Company has abandoned all development
activities, and has no assets. These factors raise doubt as
to the Company's ability to continue as a going concern.
<P>
Management is attempting to have the Company
become a full reporting company under the 1934 Securities
Exchange Act which will enable it to acquire subsidiaries
and become active.
<P>
NOTE 7 UNAUDITED FINANCIAL INFORMATION
-------------------------------
<P>
The accompanying financial information as of June
30, 2000 is unaudited. In managements opinion, such
information includes all normal recurring entries necessary
to make the financial information not misleading.
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<P>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page No.
<P>
INDEPENDENT AUDITORS' REPORT 1
<P>
FINANCIAL STATEMENTS
<P>
Balance Sheets 2
<P>
Statements of Operations 3
<P>
Statement of Changes in Stockholders' Equity (Deficit) 4
<P>
Statements of Cash Flows 5 - 6
<P>
Notes to Financial Statements 7 - 10
<P>
</TABLE>
<P>
INDEPENDENT AUDITORS' REPORT
<P>
To the Board of Directors and Stockholders
Precom Technology, Inc.
Stamford, Connecticut
<P>
We have audited the accompanying balance sheets of Precom
Technology, Inc. (A Florida Corporation) as of December 31,
1999 and 1998, and the related statements of operations,
changes in stockholders' equity (deficit), and cash flows
for the years then ended. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial
statements based on our audits.
<P>
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we 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. We believe that our audits provide
a reasonable basis for our opinion.
<P>
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Precom Technology, Inc. as of December 31, 1999
and 1998 and the results of its operations and its cash
flows for the years then ended, in conformity with generally
accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 6 to the financial statements, the
Company has incurred $ 373,393 of development costs and is
still in the development stages. In addition, the Company
does not have any assets. These conditions raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding this matter also are
described in Note 6. The financial statements do not
include any adjustments that might result from the outcome
of these uncertainties.
<P>
The financial information in the statements of operations,
changes in stockholders' equity and cash flows for the
period September 1, 1996 to December 31, 1996, were audited
by other auditors whose report dated March 28, 1997,
expressed an unqualified opinion on the statements.
The financial information in the statements of operations,
changes in stockholders' equity and cash flows for the year
ended December 31, 1997 were unaudited.
<P>
Moffitt & Company, P.C.
Scottsdale, Arizona
<P>
May 1, 2000
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<P>
ASSETS
<S> <C> <C>
1999 1998
-----------------------------
CURRENT ASSETS
Cash and cash equivalents $ 0 $ 2,249
TOTAL ASSETS 0 $ 2,249
=============================
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<P>
CURRENT LIABILITIES
Accounts payable
$ 15,000 $ 15,000
---------------------------
<P>
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $ 0.001 per share
Authorized 10,000,000 shares
Issued and outstanding - 0 - shares 0
Common stock, par value $ 0.001 per share
Authorized 50,000,000 shares
Issued and outstanding - 19,208,522 shares 19,209 19,209
Paid in capital in excess of par value of stock 339,184 339,184
Deficit accumulated during the development stage ( 390,593) (366,144)
---------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (15,000) (7,751)
---------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 0 $ 7,249
===========================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION) TO
DECEMBER 31, 1999
<S> <C> <C> <C>
September 1, 1996
(Date of inception)
Years Ended December 31, to December 31,
1999 1998 1999
-----------------------------------------------------
REVENUE $ 0 $ 0 $ 0
<P>
DEVELOPMENT COSTS 7,249 171,241 373,393
-----------------------------------------------------
NET (LOSS) $ (7,249) $ (171,241) $ (373,393)
=====================================================
<P>
NET (LOSS) PER COMMON SHARE
<P>
BASIC AND DILUTED $ .00 $ (.02)
==============================
<P>
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
<P>
BASIC AND DILUTED 19,208,522 15,708,522
==============================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 1, 1996
(DATE OF INCEPTION) TO DECEMBER 31, 1999
<S> <C> <C> <C> <C>
Preferred Stock Common Stock
Shares Amount Shares Amounts
--------------------------------------------------
September 1, 1996
(Date if inception) 0 $ 0 0 $ 0
<P>
September, 1996 - Share issued
for services 0 0 1,000,000 1,000
<P>
October, 1996 - Shares
issued for cash 0 0 1,000,000 1,000
<P>
Net (loss) for the period from
September 1, 1996 to
December 31, 1996 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1996 0 0 2,000,000 2,000
<P>
March 1997 - Shares issued for cash 0 0 4,000,000 4,000
<P>
March 1997 - Shares issued for
settlement of failed mergers 0 0 7,208,522 7,209
<P>
Net (loss) for the year ended
December 31, 1997 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1997 0 0 13,208,522 13,209
<P>
August 1998 - Shares issued
for services 0 0 6,000,000 6,000
<P>
Net (loss) for the year ended
December 31, 1998 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1998 0 0 19,208,522 19,209
<P>
Net (loss) for the year ended
<P>
December 31, 1999 0 0 0 0
--------------------------------------------------
BALANCE, DECEMBER 31, 1999 0 0 19,208,522 19,209
==================================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 1, 1996
(DATE OF INCEPTION) TO DECEMBER 31, 1999
CONTINUED
---------
<S> <C> <C>
Paid in Deficit
Capital in Accumulated
Excess of During the
Par Value Development
of Stock Stage
<P>
$ 0 $ 0
<P>
0 0
<P>
49,184 0
<P>
0 ( 16,703)
------------------------------------
49,184 ( 16,703)
<P>
196,000 0
<P>
0 0
<P>
0 ( 178,200)
------------------------------------
245,184 ( 194,903)
<P>
94,000 0
<P>
0 ( 171,241)
----------------------------------
339,184 ( 366,144)
<P>
0 ( 7,249)
----------------------------------
339,184 ( 373,393)
==================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
<S> <C> <C> <C>
September 1, 1996
(Date of inception)
Years Ended December 31, to December 31,
1999 1998 1999
--------------------------------------------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (loss) $ (7,249) $ (171,241) $ ( 390,593)
Adjustments to reconcile net (loss)
to net cash (used) by operating
activities
Stock issued for failed mergers 0 0 7,209
Stock issued by services 0 100,000 101,000
Changes in operating assets
and liabilities
Accounts payable 0 15,000 15,000
----------------------------------------
NET CASH (USED) BY
OPERATING ACTIVITIES (7,249) (56,241) (250,184)
----------------------------------------
CASH FLOWS FROM INVESTING
ACTIVITIES: 0 0 0
<P>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock 0 0 250,184
----------------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 250,184
----------------------------------------
NET (DECREASE) IN CASH AND
CASH EQUIVALENTS (7,249) (56,241) 0
<P>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 7,249 63,490 0
----------------------------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 0 $ 7,249 $ 0
========================================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
INTEREST PAID $ 0 $ 0 $ 0
========================================
TAXES PAID $ 0 $ 0 $ 0
========================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
<TABLE>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE PERIOD FROM SEPTEMBER 1, 1996 (DATE OF INCEPTION)
TO DECEMBER 31, 1999
<S> <C> <C> <C>
September 1, 1996
(Date of inception)
Years Ended December 31, to December 31,
1999 1998 1999
----------------------------------------------------
SCHEDULE OF NON CASH
FINANCING ACTIVITIES
<P>
ISSUANCE OF COMMON STOCK
FOR FAILED MERGERS $ 0 $ 0 $ 7,209
===================================================
ISSUANCE OF COMMON STOCK
FOR SERVICES $ 0 $ 0 $ 101,000
===================================================
<P>
See Accompanying Notes and Independent Accountants' Review Report
</TABLE>
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<P>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
<P>
Nature of Business
------------------
<P>
Precom Technology, Inc. was organized on September
1, 1996, under the laws of the State of Florida. The
Company is in the development stage and does not have any
planned activities.
<P>
Name Changes
-------------
<P>
The Company has changed its name as follows:
<P>
At date of incorporation - Fairbanks, Inc.
April 1997 - Jet Vacations, Inc.
May 1998 - Precom Technology, Inc.
<P>
Cash and Cash Equivalents
<P>
For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with an original maturity of three months or less
to be cash equivalents.
<P>
Accounting Estimates
<P>
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.
<P>
Income Taxes
<P>
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 bases
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.
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<P>
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
-------------------------------------------
<P>
Net (Loss) Per Share
--------------------
<P>
The Company adopted Statement of Financial
Accounting Standards No. 128 that requires the reporting of
both basic and diluted earnings per share. Basic earnings
per share is computed by dividing net income available to
common shareowners by the weighted average number of common
shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were
exercised or converted into common stock. In accordance
with FASB 128, any anti-dilutive effects on net loss per
share are excluded.
<P>
NOTE 2 DEVELOPMENT STAGE OPERATIONS
<P>
As of December 31, 1999, the Company was in the
development stage of operations. According to the Financial
Accounting Standards Board of the Financial Accounting
Foundation, a development stage company is defined as a
company that devotes most of its activities to establishing
a new business activity. In addition, planned principle
activities have not commenced, or have commenced and have
not yet produced significant revenue.
<P>
FAS-7 requires that all development costs be
expensed during the development period. The Company
expensed $ 7,249 and $ 171,241 of development costs in 1999
and 1998, respectively, and $ 373,393 for the period from
September 1, 1996 (date of inception) to December 31, 1999.
<P>
NOTE 3 INCOME TAXES
-------------
<TABLE>
<S> <C> <C> <C>
1999 1998
----------------------------------------------
(Loss) before income taxes $ ( 7,249) $ ( 171,241)
----------------------------------------------
The provision for income taxes is
estimated as follows:
Currently payable $ 0 $ 0
----------------------------------------------
Deferred $ 0 $ 0
----------------------------------------------
<P>
A reconciliation of the provision for income
taxes compared with the amounts at the U.S.
Statutory rates is as follows:
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<P>
NOTE 3 INCOME TAXES (CONTINUED)
<P>
1999 1998
---------------------------------------------
Tax at U.S. Federal Statutory
income tax rates $ 0 $ 0
---------------------------------------------
Deferred income tax assets and liabilities
reflect the impact of temporary differences
between amounts of assets and liabilities for
financial reporting purposes and the basis of
such assets and liabilities as measured by tax
laws.
The net deferred tax asset is $ 0 $ 0
--------------------------------------
The net deferred tax liability is $ 0 $ 0
--------------------------------------
<P>
Temporary differences and carry forwards that
give rise to deferred tax assets and liabilities
include the following:
Deferred Tax
Assets Liabilities
--------------------------------------------
Net operating losses $ 56,009 $ 0
<P>
Valuation allowance 56,009 0
--------------------------------------------
Total deferred taxes $ 0 $ 0
============================================
<P>
A reconciliation of the valuation allowance
is as follows:
1999 1998
-------------------------------------------
Balance, beginning of year $ 54,921 $ 29,235
<P>
Addition for the year 1,088 25,686
-------------------------------------------
Balance, end of year $ 56,009 $ 54,921
===========================================
</TABLE>
<P>
PRECOM TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<P>
NOTE 4 TAX CARRYFORWARDS
<P>
The Company has the following tax carryforwards at
December 31, 1999:
<TABLE>
<S> <C> <C> <C>
Tax Year Amount Expiration date
<P>
December 31, 1996 $ 16,703 2016
December 31, 1997 178,200 2017
December 31, 1998 171,241 2018
December 31, 1999 7,249 2019
-------------------
$ 373,393
===================
</TABLE>
<P>
NOTE 5 PREFERRED STOCK
<P>
No rights or preferences have been assigned to the
preferred stock.
<P>
NOTE 6 GOING CONCERN
<P>
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
development losses of $ 373, 393 from inception. In
addition, the company has abandoned all development
activities, and has no assets. These factors raise doubt as
to the company's ability to continue as a going concern.
<P>
Management is attempting to have the company
become a full reporting company under the 1934 Securities
Exchange Act which will enable it to acquire subsidiaries
and become active.
<P>
In August, 2000, Provence Capital Corporation, Inc.
completed a merger with Precom Technology, Inc. by
exchanging 1,000,000 shares of common stock for 250,000
shares of Precom Technology, Inc. The acquisition will be
accounted for as a reverse acquisition with the assets and
liabilities recorded at book values.
<P>
The accompanying condensed consolidated financial statements
illustrate the effect of the acquisition (Pro Forma") on the
company's financial position and results of operations. The
condensed consolidated balance sheet as of June 30, 2000 is
based on the historical balance sheets of the companies as
of that date and assumes the acquisition took place on that
date. The condensed consolidated statement of income for
the periods ended December 31, 1999, January 31, 2000 and
June 30, 2000 are based on the historical statements of
income of the companies. The pro forma condensed
consolidated statement of income assumes the acquisition
took place on January 1, 2000.
<P>
The pro forma condensed consolidated financial statements
may not be indicative of the actual results of the
acquisition.
<P>
The accompanying condensed consolidated pro forma financial
statements should be read in connection with the historical
financial statements of the company and Precom Technology,
Inc.
<P>
INDEX TO EXHIBITS
<P>
2.1 Stock Acquisition and Reorganization Agreement by
and among Precom Technology, Inc. and Provence
Capital Corporation, Inc. dated August 28, 2000.
<P>
3.1 Articles of Incorporation of Provence Capital
Corporation, Inc. *
<P>
3.2 By-Laws of Provence Capital Corporation, Inc. *
<P>
17.1 Resignation Letter of Shelley Goldstein
<P>
27.1. Financial Data Schedule.
<P>
* Filed with Provence Capital Corporation's Form 10-SB
on March 17, 2000 (SEC File No. 0-29999)
<P>
SIGNATURES
<P>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
<P>
Provence Capital Corporation, Inc.
a Florida corporation
<P>
By: /s/ Shelley Goldstein
------------------------------
Shelley Goldstein
President
<P>
DATED: September 7, 2000
<P>
