SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ]Preliminary proxy statement
[ X ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Copper Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: 0
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
Copper Corporation
5442 Dungaree Street
Las Vegas, NV 89118
Phone: 877-221-2205
February 25, 2003
Dear Shareholders:
Since our new management team has assumed control of the company, we have
located a business opportunity for the company. We have identified and acquired
that opportunity with the acquisitions of Preferred Assets, Inc. and Investors
Preferred Opportunities, Inc. Preferred Assets, Inc. is a Nevada corporation
which has, as of September 15, 2000, acquired all of the issued and outstanding
stock (except for 17 shares, representing less than 1%) of Princeton Homes, a
manufacturer of modular homes. Investors Preferred Opportunities, Inc. is the
major secured creditor of Princeton Homes. The acquisition of both entities,
if successful, will put the company in a position of owning and operating a
major manufacturer of modular homes in the Southeastern United States.
The Annual Meeting of Shareholders of Copper Corporation, a Nevada corporation
(the "Company") will be held at the offices of the company at 1925 Century Park
East, Suite 750, Los Angeles, California, on March 17, 2003, at 8:30 a.m.
Pacific Time, to consider and vote for the members of the board of directors,
to vote upon a proposal to amend the articles of incorporation of the company
to change its name to Preferred Financial Resources, to authorize the company
to issue up to 100,000,000 common shares of stock, and to act upon such other
matters a may properly come before the shareholder's meeting or any adjournment
thereof.
Only shareholders or record at the close of business on February 1, 2003 are
entitled to notice of, and to vote at, the Annual shareholder's meeting.
All shareholders are extended a cordial invitation to attend the Annual Meeting
of Shareholders.
By order of the Board of Directors
Roger Sherman
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Roger Sherman, President
Las Vegas, NV
February 25, 2003
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 17, 2003
NOTICE IS HEREBY GIVEN, that Annual Meeting of Shareholders of Copper
Corporation, a Colorado corporation, will be held at the Company's offices
located at 1925 Century Park East, Suite 750, Los Angeles, California, on March
17, 2003 at 8:30 a.m. for the following purposes:
(1) To elect members of the board of directors, who will serve until the next
annual meeting;
(2) To change the name of the corporation to: Preferred Financial Resources;
(3) To approve the authorized common capital shares of the Company to be
increased to 100,000,000;
(4) To ratify all actions taken by the Board of Directors in the past
fiscal year; and
(5) To transact such other business as may properly come before the 2003 Annual
Meting and any adjournment thereof.
The Company has fixed the close of business on February 1, 2003 as the Record
Date for the determination of Company shareholders entitled to receive notice
of, and to vote at, the Annual Meeting and any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
Roger Sherman
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Roger Sherman, President
Las Vegas, Nevada
Date: February 25, 2003
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
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COPPER CORPORATION
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 17, 2003
I. INTRODUCTION
The Board of Directors of Copper Corporation, a Colorado corporation (the
"Company"), is soliciting the accompanying Proxy in connection with its 2003
Annual Meeting of Shareholders of the Company to be held at 8:30 a..m. Pacific
Daylight Time on March 17, 2003, at 1925 Century Park East, Suite 750, Los
Angeles, California, on March 17, 2003, and any adjournments thereof. The
Notice of Annual Meeting and Proxy Card were mailed to shareholders on or about
February 27, 2003. The Company's Annual Report on Form 10-KSB for the year
ended April 30, 2002, was filed on August 6, 2002, and a copy will be available
to any shareholder requesting it in writing.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
February 1, 2003, as the record date for the determination of those holders of
Common Stock of the Company entitled to receive notice of, and vote at, the
Annual Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Annual Meeting. At the close of business on the record
date, there were 2,530,000 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the Annual
Meeting, is required for approval of each of the Company's proposals.
Shares of Common Stock that are represented by properly executed proxies,
unless such proxies have previously been revoked, will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such common shares will be voted "FOR" approval of each of the four
proposals and in the discretion of the proxy holders for any other matter that
may properly come before the Annual Meeting. If a shareholder abstains from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as
to any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by filing with the Chief Executive Officer of
the Company, Mr. Roger Sherman, at 5442 Dungaree Street, Las Vegas, NV 89118, a
written revocation of such proxy, or by executing and delivering a duly-
executed proxy bearing a later date, or by simply voting the common shares
covered thereby by separate written ballot to be disseminated at the Annual
Meeting.
In addition to soliciting proxies by mail, officers, directors and employees of
the Company, without receiving additional compensation therefor, may solicit
proxies personally, or by telephone, telegram or other forms of communication,
including wire facsimile. The Company has not retained a proxy solicitation
firm, and instead, will use its own best efforts to solicit as many proxies as
practicable in the time available before the Annual Meeting.
III. MANAGEMENT
Executive Officers, Key Employees and Directors
The members of the Board of Directors of Copper Corporation serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of Specialized
Leasing, Inc. are:
Name Age Position
- ---------------- ---- --------------------------
Bernard Ware 43 Chief Financial Officer,
Director
Andrew Brown 31 Secretary, Director
Roger Sherman 66 President, Director
BERNARD WARE. Mr. Ware is the current Chief Financial Officer and Director of
the company, since July, 2002. Mr. Ware attended UCLA where he obtained a
Bachelor of Arts degree with a Major in Political Science in 1981. He attended
UCLA Law School where he obtained his Juris Doctorate in 1985. He has been a
member of the California State Bar for the past ten (10) years. He has
practiced law in the Los Angeles area for his entire professional career. From
January 1997 through May 2001, Mr. Ware was an associate attorney in the law
firm of Dummit, Faber, Briegleb & Diamond. His duties included handling medical
malpractice and general liability defense cases. From May 2001 through August
2001, Mr. Ware was an associate attorney with Tseng & Associates in Thousand
Oaks California. His duties included handling general liability defense cases.
From August 2001 to present, Mr. Ware has been a sole practitioner performing
contract work for various law firms in the Greater Los Angeles area.
ROGER SHERMAN. Mr. Sherman is the current President and Director of the company
since July, 2002. Mr. Sherman graduated from University of Minnesota with a
law degree in 1959. He practiced law with Miller and Austin from 1959 to 1962.
After practicing law he went to work for The Pillsbury Company where he managed
the tax department. After leaving Pillsbury he was a part owner and officer of
several different businesses. He is currently an officer and director of
Kensington Holding Corporation.
ANDREW BROWN. Mr. Brown is the current Secretary and Director of the company
since July, 2002. From 1997 to 1998, Mr. Brown worked as a SBA loan processor
for Adecco Staffing. From 1998 to present he has acted as Office Manager and
Executive Assistant for Kennsington Holding Corporation. Mr. Brown has been an
employee for the company since 1998.
IV. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of February 1,2003, by: (i) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
Shares Percent
Beneficially Owned
Owned
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Name and Address
of Beneficial Owner
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American Real Estate 1,300,000 51.38%
Investors, Inc.
5442 Dungaree St.
Las Vegas, NV 89118
Roger Sherman 0 0%
5442 Dungaree St.
Las Vegas, NV 89118
Bernard Ware 0 0%
5442 Dungaree St.
Las Vegas, NV 89118
Andrew Brown 0 0%
5442 Dungaree St.
Las Vegas, NV 89118
James B. Wiegand 350,000 13.83%
10077 E. County Line Rd.
Longmont, CO 80501
Corporate Management 200,000 7.9%
Services, Inc.
7899 West Frost Dr.
Littleton, CO 80128
Officers and Directors
As a Group 0 0%
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Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment power
with respect to the shares. Shares of Common Stock subject to options or
warrants currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage of the person holding such options or
warrants, but are not deemed outstanding for computing the percentage of any
other person.
IV. EXECUTIVE COMPENSATION
The following table sets forth both the compensation paid or accrued by the
Company for services rendered by executive officers of the Company for the
fiscal year ended April 30, 2002. No executive officer's total compensation
exceeded $100,000 based on salary and bonus during any of the three years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
- ------------------- ----------------------
Name and Principal Position Year Salary ($) Bonus
- --------------------------- ---- ---------- -----
($) Other ($) Options (No.)
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NONE PAID
VI. PROPOSAL NUMBER ONE- PROPOSAL NUMBER ONE CALLS FOR THE ELECTION OF
DIRECTORS FOR THE NEW TERM.
Directors are elected to serve until the holding of the next annual meeting.
Nominations for Directors are: Roger Sherman, Bernard Ware, and Andrew Brown,
the current directors, whose biographies are set forth above.
VI. PROPOSAL NUMBER TWO - PROPOSAL NUMBER TWO CALLS FOR AN AMENDMENT TO THE
ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE CORPORATE NAME TO
"PREFERRED FINANCIAL RESOURCES."
The company has identified an opportunity to acquire majority interests in
Preferred Assets, Inc. and Investors Preferred Opportunities, Inc. Preferred
Assets, Inc. is a Nevada corporation which has, as of September 15, 2000,
acquired all of the issued and outstanding stock (except for 17 shares,
representing less than 1%) of Princeton Homes, a manufacturer of modular homes.
Investors Preferred Opportunities, Inc. is the major secured creditor of
Princeton Homes. If successful, these acquisitions will give the company a new
business direction and plan of operations. As a result of this new identified
opportunity and change of management, the company's business focus has changed
and the change of corporate name is proposed in order to conform the name of
the company to that new business focus.
PROPOSAL NUMBER TWO CALLS FOR CALLS FOR THE AMENDMENT OF THE COMPANY'S
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO "PREFERRED
FINANCIAL RESOURCES." THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" PROPOSAL NUMBER TWO.
VII. PROPOSAL NUMBER THREE - TO INCREASE THE NUMBER OF AUTHORIZED COMMON
CAPITAL STOCK OF THE COMPANY TO ONE HUNDRED MILLION SHARES (100,000,000)
In order for the Company to acquire capital by the issuance of shares in
future, it is necessary for the Company increase its post-reverse split
authorized common capital shares to one hundred million (100,000,000) shares.
PROPOSAL NUMBER THREE CALLS FOR APPROVAL OF AUTHORIZED COMMON CAPITAL STOCK OF
ONE HUNDRED MILLION (100,000,000) SHARES. THE BOARD OF DIRECTORS RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER THREE.
VIII. PROPOSAL NUMBER FOUR CALLS FOR THE SHAREHOLDERS TO RATIFY
AND APPROVE ANY AND ALL ACTIONS TAKEN BY THE BOARD OF DIRECTORS SINCE THE LAST
MEETING OF THE SHAREHOLDERS.
IX. OTHER BUSINESS
No business, other than as set forth herein, is expected to come before the
2003 Annual Meeting. Should any other matter requiring a vote of the
shareholders arise, including any question related to any adjournment of the
meeting, the persons named in the enclosed Proxy will vote thereon according to
their best judgment and in the best interests of the Company and its
shareholders.
X. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the 2003 Annual Meeting of Shareholders must be received by
the Company by March 6, 2003 to be included in the Annual Meeting.
XI. ANNUAL REPORT TO SHAREHOLDERS: FORM 10-KSB
The Company filed its Annual Report for the fiscal year ended April 30, 2002
on Form 10K on August 6, 2002. The Company will furnish, without charge, to
each person whose proxy is being solicited, and to any shareholder of the
Company, upon written request of any such person, a copy of the Company's
Annual Report of Form 10-KSB for the year ended April 30, 2002, including all
financial statements and financial statement schedules thereto, and any exhibit
included in the list accompanying the Form 10-KSB, to any shareholder, upon the
payment, in advance, of reasonable fees related to the Company's furnishing
such exhibits. Requests for copies of such report, and/or exhibits, should be
directed to Mr. Roger Sherman, Chief Executive Officer, at the Company's
principal executive offices. The report, financial statements and exhibits are
also available at the Securities and Exchange Commission's Internet website at
www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS,
Roger Sherman
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Roger Sherman, President
Las Vegas, NV
February 25, 2003
Exhibit 1 - Proxy Card
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD IN THE ENVELOPE PROVIDED, TO: COPPER
CORPORATION, 5442 DUNGAREE STREET, LAS VEGAS, NEVADA 89118
PROXY
The undersigned shareholder of Copper Corporation (The "Company") hereby
appoints Roger Sherman as proxy holder of the undersigned to attend the Annual
general meeting of the Company to be held on March 17, 2003,and any adjournment
thereof with authority to act and vote therat for an on behalf of the
undersigned and directs the proxy holder to vote the common shares held by the
undersigned in respect of the matters indicated below as follows:
1. To elect members of the board of directors.
To elect Roger Sherman:
FOR________ AGAINST__________
To elect Andrew Brown:
FOR________ AGAINST__________
To elect Bernard Ware:
FOR________ AGAINST__________
2. To change the name of Copper Corporation to "Preferred Financial
Resources"
FOR________ AGAINST__________
3. To increase the common stock capital of Copper Corporation to One
Hundred Million (100,000,000) shares.
FOR________ AGAINST__________
4. To ratify and approve any and all actions taken by the Board of
Directors of the Company since the last meeting of the shareholders.
FOR_______ AGAINST_______
If this proxy is not dated it will be deemed to bear the date on
which it was mailed.
Executed this ____day of _________, 2003.
________________________
Name of Shareholder Signature of Shareholder
________________________
Address (if different from above) Signature of Shareholder