SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
<P>
-------------------
<P>
FORM 8-K12G3
<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>
PRECOM TECHNOLOGY, INC.
<P>
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Florida (Commission File Number) 65-0693481
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
<P>
2001 W. MAIN STREET, SUITE 208, STAMFORD, CONNECTICUT 06902
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
<P>
(203) 961-0306
(Registrant's Telephone Number, Including Area Code)
<P>
PROVENCE CAPITAL CORPORATION
22154 MARTELLA AVENUE
BOCA RATON, FLORIDA 33433
(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,
Precom Technology, Inc., a Florida corporation (the
"Company"), acquired one hundred percent (100%) of all the
outstanding shares of common stock ("Common Stock") of
Provence Capital Corporation, a Florida corporation
("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 the Company (the
"Acquisition").
<P>
The Acquisition was approved by the unanimous consent of the
Board of Directors of Provence 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"), the
Company 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. The Company's
officers and directors will become the officers and
directors of Provence. As of the Effective Date, Ms. Shelley
Goldstein shall have resigned as the sole officer and
director 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
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 Greenwich New Venture 5,635,600 29.34%
Equity Fund
<P>
Common Greenwich Financial 2,950,000 15.36%
Group
<P>
Common CAC Safe Keeping 1,500,000 7.81%
<P>
Common Nicholas M. Calapa (a) (a)
<P>
Common Bruce Keller (b) (b)
<P>
DIRECTORS AND
OFFICERS AS A
GROUP (c) (c)
</TABLE>
<P>
(a) Mr. Nicholas M. Calapa, an Officer and Director of the
Company, does not directly own any shares of the Company.
However, Mr. Calapa is a fifty (50%) percent shareholder of
both Greenwich New Venture Equity Fund and Greenwich
Financial Group which own an aggregate of 8,585,600 shares
of the Company. Therefore, Mr. Calapa beneficially owns
4,292,800 shares (22.35%) of the Company.
<P>
(b) Mr. Bruce Keller, an Officer and Director of the
Company, does not directly own any shares of the Company.
However, Mr. Keller is a fifty (50%) percent shareholder of
both Greenwich New Venture Equity Fund and Greenwich
Financial Group which own an aggregate of 8,585,600 shares
of the Company. Therefore, Mr. Keller beneficially owns
4,292,300 shares (22.35%) of the Company.
<P>
(c) Nicholas M. Calapa and Bruce Keller are the only
Officers and Directors of the Company. As stated above,
Nicholas M. Calapa beneficially owns 4,292,800 shares of the
Company and Bruce Keller beneficially owns, 4,292,800 shares
of the Company. Therefore, the Officers and Directors own
8,585,600 shares (44.69%) of the Company.
<P>
The following is a biographical summary of the directors and
officers of the Company:
<P>
NICHOLAS M. CALAPA, 38, has been the President and a
Director of Precom since 1999. He has been the Vice
President and a fifty (50%) percent shareholder of Greenwich
Financial Group since 1997 where he has worked as a
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.
<P>
BRUCE KELLER, 63, has been the Vice President, Secretary and
a Director of Precom since 1999. He has been the President
and a fifty (50%) percent shareholder of Greenwich Financial
Group since 1997 where his responsibilities include
overseeing the overall administration of such Company.
Prior to that time, for five years he worked as a financial
consultant for Gilford Securities. Mr. Keller received his
Bachelor of Science Degree in Economics from the University
of Pennsylvania in 1958 and his Master in Business
Administration Degree 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 Company acquired
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 the Company. 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 DVD industry, the Company's current and
anticipated business operations. 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>
Company. Precom Technology, Inc. is a publicly trading
company listed on the NQB Pink Sheets under the symbol PMMT.
Headquartered in Stamford, Connecticut, the Company intends
to merge with another company which features high
technology advanced products and new ventures in
distribution areas for the emerging disc industry (DVD).
<P>
FORMATION
<P>
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.
<P>
The Company will begin a marketing campaign in the computer
and digital areas, in a direction preparing for the
expansion of DVD technologies. Its goal is to expand
current operations to include extended film libraries in the
DVD markets as well as to create consumer disc and
interactive products currently unparalleled in the
marketplace.
<P>
To develop these markets, the Company intends to merge with
a company that will have licensing, new productions and an
aggressive marketing campaign which will insure greater
market penetration and exploitation into the DVD market.
The Company intends to acquire rights from independent and
major film studios which will develop substantially more
products utilizing an already existent sales base without
the pitfalls of a start-up company.
<P>
Company Overview
<P>
The Company intends to develop a market for distribution of
DVD products worldwide. The Company believes that with its
unique understanding of the market trends and needs,
innovative and profitable merchandising and packaging, the
Company will be able to attain superior sales in the DVD
industry marketplaces worldwide.
<P>
Strategic Alliances
<P>
The Company will attempt to set up alliances with larger
vendor companies such as Ritek Manufacturing, CMC
Manufacturing, Challenge Graphics and others. The Company
intends to pay minimal mastering, encoding and replications
costs.
<P>
Product Description
<P>
DVD full feature films are being marketed world wide.
Presently, the Company intends to purchase rights from late
night, general release, and children's animation
programming.
<P>
Production and Manufacturing
<P>
The Company's products will be designed by the most current
in production and mastering technologies. The Company will
be able to manufacture its products utilizing outside
independent companies to reduce overhead expenses. Our
pricing will be competitive with the larger companies in the
industry.
<P>
Advertising, promotion, trade shows
<P>
The Company plans to attend various conventions in
cooperation with other marketers of similar products
including the CES shows and the Electronics Conventions
applicable to our products.
<P>
Future Opportunities and a Renewed Strategy
<P>
With the introduction of DVD to the marketplace growth
opportunities exist in the Consumer Disc Markets. The DVD
disc is unique because not only does it have 15 times the
storage capacity of audio CDs or CD-ROMs, but it also has
won the endorsement of many of the major consumer
electronics and film companies.
<P>
The Company's strategy calls for the following
implementations, which require increased overhead expense
and costs:
<P>
1. Acquisition of products for the DVD formats.
2. Funding of licensing and advance royalty payments.
3. Travel to foreign territories in developing
markets and relationships with international
companies.
4. Placement of sales personnel to successfully
market existing and on-going products.
5. A greater library of products to dominate the
market and create loyalty within its customer
base, and it's product base.
<P>
Growth of the Industry and Marketing Strategies
<P>
Disc products, interactive technologies and computer-based
entertainment is an established and growing market. Since
the introduction of the Internet, multimedia based expansion
involving games, music and films, has been increased. Adding
to already profitable ventures these new markets have
increased profits and decreased risks for venture
capitalists in the entertainment industry. The arrival of
DVD has created further opportunities for studios to
increase their penetration in this growing market.
<P>
Products such as interactive multimedia, digital video, and
increasing technological breakthroughs will put the Company
in an industry where expansion will occur. The technology
superhighways create wide acceptance and consumer traffic
for Digital Products.
<P>
Contributing to the explosion of the market for the new
Digital disc formats has been the introduction of the
Internet, which has given worldwide access to foreign
markets of American made products. The Internet is the
largest and fastest growing international network in the
world today. The Internet's population is estimated to reach
1 billion people worldwide within a few years.
<P>
Increased Importance Of Ancillary Markets Including Computer
And Video Games, Multimedia And Merchandising
<P>
In recent times with the advent of ancillary markets,
including computer, multimedia, games and interactive
technologies, including the Internet, product distribution
has expanded to an incredible scope for the overlap of the
entertainment medias with the computer markets. The ability
to market on a worldwide scale has become more accessible
and makes the product more profitable. The increase in
enhanced ancillary revenues and greater returns can be made
due to falling production costs in the production of the
disc in new formats.
<P>
Increased Global Audience for Film Product as the Developing
World 'Plugs-In'.
<P>
There will be an exponential increase in the number of
companies wanting to distribute finished film and other
entertainment products including companies supplying video-
on-demand, pay-per-play, home video, cable and satellite
television and the Internet.
<P>
With the advent of the information superhighway and direct-
to-user digital entertainment services combined with the
continuing growth in the number of television channels, the
market has realized that access and control of programming
content is at least as important as the means of
distribution. In effect the entertainment industry is
converging with its communications counterpart, a marriage
that is resulting in the increased importance of software or
content (films, music, computer games) as opposed to the
traditionally dominant hardware or delivery mechanism
(cinemas, telephone lines, computers/hi-fi).
<P>
Distribution Channels
<P>
The Company believes that it will be able to develop
exclusive and non-exclusive product placement in certain
markets to enhance sales for its products. The distribution
channels the Company will utilize are the wholesalers,
cataloguers, mass merchant retailers, and international
distributors.
<P>
The Versatility of DVD makes it the product of the
millennium
<P>
DVD disks are so versatile that it enables studios to
release movies containing sound tracks in many different
languages and subtitles in many more languages. The DVD
player is enhanced with the ability to play Dolby Digital
sound with full-frequency high-fidelity sound, plus a
channel for lower bass tones that increases the potency of
sound effects as explosions and gunfire. Combining the
features of DVD make it the perfect product for the future,
where demand in quality and virtual reality is the
consumer's choice. Toshiba's DVD player is so versatile
that it offers up to 8 different sound tracks, and 32
subtitles, all with the push of a button.
<P>
While some industry insiders are skeptical about the quality
of the DVD format, according to the New York Times in an
article on Feb 2, 1997, "Toshiba presented compelling
evidence that the picture from a digital videodisk could be
effectively delivered by a machine priced for the broad
market in a range from $169 to $700. Toshiba's products
looked as good as a typical laser disk."
<P>
DVD According to the experts
<P>
Although many industry executives and analysts have made
rave forecasts for the DVD products, three important
marketing research studies have been done on the DVD
products. Conclusions of the market research studies from
these three studies echo many of the industry leaders. The
following information reflects both the industry sentiment
as well as the results and conclusions drawn by the research
studies.
<P>
The companies which have contributed the most substantial
marketing research are:
<P>
Cowles/Simba
<P>
IMBA Information Inc. is a leading provider of news,
analysis and market research reports about the education,
multimedia and information industries.
<P>
Newsletters include Multimedia Business Report, Electronic
Education Report and Online Tactics. SIMBA also publishes
research reports such as The 1996 SIMBA Game Player Survey,
Cable Modem Report, Electronic Media for the School Market
and Web Publishing: Strategies for Making Money. Along with
CD ROM revenue projections through 1999, SIMBA's Multimedia
Title Publishing offers an assessment of the hybrid CD ROM
market (CD ROMs with Internet links) exploring strategies
for successful multimedia title development, illustrating
successful publishing models, evaluating distribution
relationships and marketing programs and analyzing the
industry's level of profitability.
<P>
International Data Corporation (IDC)
<P>
This company created the Tactical Marketing Group survey as
a part of a major DVD market research project. IDC's
analysis of this survey is contained in a report titled
"DVD: Impact Analysis and Forecasts."
<P>
InfoTech
<P>
InfoTech is a Vermont based market research firm that
created the market study, DVD Assessment, Second Edition.
InfoTech's DVD Assessment contains comprehensive forecasts
of the worldwide market for DVD-Video, DVD-Audio, and DVD-
ROM for PC desktop and TV set-top applications by region,
including projections of units, prices, revenues and sales.
<P>
DVD is forecast to do $100 million per year in software
<P>
"In the year 2000, nearly all computer manufacturers are
likely to abandon CD ROM drive production for personal
computers in favor of DVD." This statement was made by Rob
Agee, author of Digital Versatile Disc 1997. The DVD
appeals primarily to high end home theater enthusiasts.
According to most sources, the DVD player primarily reaches
the same market as the LaserDisc, top end home electronics
enthusiasts. This falls directly in line with distribution
channels that are established in a niche market, and
virtually assures the first year revenues.
<P>
MANAGEMENT COMPENSATION. The following table sets forth the
annualized base salary for our most recent fiscal year that
indicates the compensation for our officers and directors
exceeding $100,000 on an annualized basis. We reimburse our
officers and directors for any reasonable out-of-pocket
expenses incurred on our behalf.
<TABLE>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C>
LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY ($) AWARDS OPTIONS
-----------------------------------------------------------------------------------------
<P>
NONE FOR FISCAL YEAR END 1999 AND FISCAL YEAR END 2000
</TABLE>
<P>
RISK FACTORS
<P>
LIMITED OPERATING HISTORY: Although the Company was
founded in 1996, its business plan is presently being
restructured and redeveloped. The Company's prospects must
be considered in light of the risks, expenses and
difficulties frequently encountered by companies in early
stages of development. Such risks include, but are not
limited to, an evolving and unproven business model and the
management of growth. To address these risks, the Company
must, among other things, significantly increase its
customer base, implement and successfully execute its
business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified
personnel. There is no assurance that the Company's
business strategy will be successful, or that additional
capital will not be required to continue business
operations.
<P>
The Company is in the process of restructuring and therefore
is essentially in the early stages of its development. The
Company has limited material tangible assets. To date, the
Company has created little revenues and as a result of the
significant expenditures that the Company plans to make in
sales and marketing, research and development and general
and administrative activities over the near term, the
Company expects that it will continue to incur significant
operating losses and negative cash flows from operations on
both a quarterly and annual basis for the foreseeable
future. For these and other reasons, there can be no
assurance that the Company will ever achieve or be able to
sustain profitability.
<P>
DEPENDENCE ON KEY MANAGEMENT. The Company is highly
dependent on the services of Nicholas M. Calapa, President
of the Company and Bruce Keller, Vice President and
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.
<P>
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.
<P>
RISKS OF RAPID GROWTH. The Company anticipates a
period of rapid growth, which may place strains upon the
Company's management and operational resources. The
Company's ability to manage growth effectively will require
the Company to integrate successfully its business and
administrative operations into one dynamic management
structure.
<P>
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company
has authorized 50,000,000 shares of Common Stock. The
Company presently has issued and outstanding 19,208,522
shares of Common Stock, the only class of stock of the
Company for which shares have been previously issued. As of
the Effective Date of the Acquisition Agreement, the Company
will have authorized, but un-issued, 30,791,478 shares of
Common Stock which are available for future issuance. The
Company may issue shares of Common Stock beyond those
already issued for cash, services, or as further employee
incentives. To the extent that additional shares of Common
Stock or Preferred Stock are issued, the percentage of the
Company's issued and outstanding shares of stock shall be
increased and the issuance may cause dilution in the book
value per share.
<P>
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 paid
on the Common Stock of the Company.
<P>
RISKS ASSOCIATED WITH NEW PRODUCTS AND NEW MARKETS.
The business of DVDs is characterized by rapid
technological changes, changing customer requirements,
frequent service and product enhancements and introductions,
and emerging industry standards. The introduction of
services or products embodying new technologies and the
emergence of new industry standards can render existing
services or products obsolete and unmarketable. The
Company's future success will depend, in part, on its
ability to develop and use new technologies, respond to
technological advances, enhance its services and products
and, develop new services and products on a timely and
cost-effective basis. There can be no assurance that the
Company will be successful in effectively developing or
using new technologies, responding to technological advances
or developing, introducing or marketing service and product
enhancements or new services and products. In addition, the
Company may enter into new markets in connection with
enhancing its existing services and products and developing
new services and products. There can be no assurance that
the Company will be successful in pursuing new opportunities
or will compete successfully in any new markets.
<P>
SUBSTANTIAL COMPETITION. A number of the Company's
competitors have significantly greater financial, technical,
administrative, manufacturing, marketing and other resources
than the Company. Some of our competitors also offer a wider
range of services and products than us and have name
recognition and extensive customer bases. These competitors
may be able to respond more quickly to new or changing
opportunities and technologies than we can. Moreover,
current and potential competitors have established or may
establish cooperative relationships among themselves or with
third parties or may consolidate to enhance their services
and products. We expect that new competitors or alliances
among competitors will emerge and may acquire significant
market share.
<P>
The Company must overcome significant barriers to enter into
the business of DVD's as a result of its limited operating
history. Many of its competitors have substantially greater
financial, technical, managerial and marketing resources,
longer operating histories and name recognition. Such
competitors may be able to devote more resources than us.
There can be no assurance that the Company will be able to
compete effectively with current or future competitors or
that the competitive pressures faced by the Company will not
have a material adverse effect on the Company's business,
financial condition and operating results.
<P>
RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND
RELATIONSHIPS. The Company has pursued and may in the future
pursue strategic acquisitions of complimentary businesses
and technologies. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired
operations and products, diversion of management's attention
to other business concerns, amortization of acquired
intangible assets, and potential loss of key employees of
acquired companies. There can be no assurance that the
Company will be able to integrate successfully any
operations, personnel, services or products that might be
acquired in the future or that any acquisition will enhance
the Company's business, financial condition or operating
results.
<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 for reporting
purposes under the Securities Exchange Act of 1934 and
elects to report under the Act effective August 28, 2000.
Provence hereby adopts December 31 as its fiscal year end to
coincide with the fiscal year end of Precom.
<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 dated August 28, 2000.
3.1 Articles of Incorporation of Precom Technology, Inc.
as amended.
3.2 By-Laws of Precom Technology, Inc.
17.1 Resignation Letter of Shelley Goldstein
27.1. Financial Data Schedule.
<P>
Pro Forma Financial Statements - January 31, 2000
<P>
In August, 2000, Provence Capital Corporation 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
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 2000
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Provence
Capital Precom
Corporation 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 $ 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
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. 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
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 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
<P>
Pro Forma Financial Statements - June 30, 2000
<P>
In August, 2000, Provence Capital Corporation 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
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
Provence
Capital Precom
Corporation 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
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. 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
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 and
Precom Technology, Inc.
Recorded as a reverse acquisition with Provence
Capital Corporation 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
<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 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>
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>
Precom Technology, Inc.,
a Florida corporation
<P>
By:/s/ Nicholas M. Calapa
-------------------------
Nicholas M. Calapa
President
<P>
DATED: September 7, 2000
<P>
