FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ________________
Commission File Number 000-33247
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PREFERRED FINANCIAL RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1493157
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5442 Dungaree Street. Las Vegas, NV 89118
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(Address of principal executive office) (Zip Code)
(702) 221-8703
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No x
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The number of shares outstanding of each of Issuer's classes of common equity
as of December 14, 2003.
Common Stock, par value $.0001 2,530,000
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Title of Class Number of Shares
Transitional Small Business Disclosure Format Yes No X
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Page
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Part I: Financial information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of October 31, 2003
(unaudited) .................................................... 3
Consolidated Condensed Statements of Operations for the three
and six months ended October 31, 2003 and 2002 (unaudited) .... 4
Consolidated Condensed Statement of Changes in Shareholders'
Deficit for the six months ended October 31, 2003 (unaudited) . 5
Consolidated Condensed Statements of Cash Flows for the three
and six months ended October 31, 2003 and 2002 (unaudited) .... 6
Notes to Consolidated Condensed Financial Statements (unaudited) 7
Item 2. Plan of Operation .............................................. 10
Part II: Other Information .............................................. 10
Signatures ..................................................... 10
Exhibits ....................................................... 11
PREFERRED FINANCIAL RESOURCES, INC.
Consolidated Condensed Balance Sheet
October 31, 2003
(unaudited)
Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 76
Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,815
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$5,891
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Liabilities and Shareholders' Equity
Liabilities:
Accounts payable and accrued liabilities...................... $1,180
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Total liabilities 1,180
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Shareholders' equity:
Preferred stock............................................... -
Common stock.................................................. 2,673
Additional paid-in capital.................................... 40,095
Deficit accumulated during the development stage.............. (38,057)
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Total shareholder's equity 4,711
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$5,891
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See accompanying notes to consolidated condensed financial statements
3
PREFERRED FINANCIAL RESOURCES, INC.
Consolidated Condensed Statements of Operations
(unaudited)
Three Months Ended Six Months Ended
October 31, October 31,
------------------------ --------------------------
2003 2002 2003 2002
----------- ---------- ---------- ----------
Costs and expenses:
Contributed rent (Note 2) $ 300 $ 300 $ 600 $ 600
Contributed services (Note 2) 500 -- 1,600 --
General and administrative 1,326 -- 12,059 7,357
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2,126 300 14,259 7,957
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Loss before income taxes (2,126) (300) (14,259) (7,957)
Income tax provision (Note 3) -- -- -- --
----------- ---------- ---------- ----------
Net loss $ (2,126) $ (300) $ (14,259) $ (7,957)
----------- ---------- ---------- ----------
Basic and diluted loss per share $ (0) $ (0) $ (0) $ (0)
Weighted average common shares outstanding 2,530,000 2,530,000 2,530,000 1,849,048
----------- ---------- ---------- ----------
See accompanying notes to consolidated condensed financial statements
4
PREFERRED FINANCIAL RESOURCES, INC.
Consolidated Condensed Statement of Changes in Shareholders' Equity
(unaudited)
Deficit
Accumulated
Common Stock Additional During the
----------------------- paid-in Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ---------- ----------
Balance at
April 30, 2003 ................ 2,530,000 2,673 22,791 (23,798) 1,666
Contributed rent (Note 2) ....... -- -- 600 -- 600
Contributed services (Note 2) ... -- -- 1,704 -- 1,704
Capital contributed (Note 2) .... -- -- 2,500 -- 2,500
Related party payment of costs on
behalf of Company (Note 2) .. -- -- 12,500 -- 12,500
Net loss ........................ -- -- -- (14,259) (14,259)
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Balance at
October 31, 2003 ................ 2,530,000 $ 2,673 $ 40,095 $(38,057) $(4,711)
---------- ---------- ---------- ---------- ----------
See accompanying notes to consolidated condensed financial statements
5
PREFERRED FINANCIAL RESOURCES, INC.
Consolidated Condensed Statements of Cash flows
(unaudited)
Six Months Ended
October 31,
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2003 2002
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Net cash used in operating activities ........................................$(15,700) $(5,914)
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Cash flows from financing activities:
Payment of expenses on behalf of Company by an affiliate .................. 12,500 --
Contributed services and rent.............................................. 2,304 5,914
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Net cash provided by financing activities ...............................14,804 5,914
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Net change in cash ................................................... (896) --
Cash:
Cash, beginning of period .................................................. 972 --
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Cash, end of period ........................................................ $ 76 $ --
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Supplemental disclosure of cash flow information: Cash paid during the period for:
Income taxes ............................................................ $ -- $ --
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Interest ................................................................ $ -- $ --
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See accompanying notes to consolidated condensed financial statements
6
PREFERRED FINANCIAL RESOURCES, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation
The consolidated condensed financial statements presented herein have been
prepared by the Company in accordance with the accounting policies in its
audited financial statements for the year ended April 30, 2003 filed in its
Form 10-KSB and should be read in conjunction with the notes thereto. The
Company plans to evaluate, structure and complete a merger with (or acquisition
of) a privately owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the three month period ended October 31, 2003 are not
necessarily indicative of the results to be expected for the year.
Interim financial data presented herein are unaudited.
Note 2: Related Party Transactions
During the six months ended October 31, 2003 and 2002, an affiliate paid
certain expenses on behalf of the Company totaling $12,500 and $4,089,
respectively. These payments were treated as a prepaid expense ($5,000) and
expense ($7,500), in 2003, with a corresponding charge to additional paid-in
capital in the accompanying financial statements.
During the six months ended October 31, 2003 and 2002, respectively, an
affiliate contributed $2,500 and $-0- to the Company for working capital
purposes. The transactions were accounted for as contributed capital in the
accompanying financial statements.
During the six months ended October 31, 2003 and 2002, management provided free
office space to the Company, on an as needed basis. The Company's Board of
Directors valued this free service at approximately $100 per month, based on
prevailing local market rates. The accompanying consolidated condensed
financial statements include a charge to rent expense and a credit to paid-in
capital of $600 and $600, for the six months ended October 31, 2003 and 2002,
respectively.
During the six months ended October 31, 2003 and 2002, management provided
their time and effort to the Company, on an as needed basis, at no charge to
the Company. The Company's Board of Directors valued this free service at
approximately $25-$50 per hour, depending on the services performed, based on
prevailing local market rates. The accompanying consolidated condensed
financial statements include a charge to general and administrative expense and
a credit to paid-in capital of $1,600 and $1,225, for the six months ended
October 31, 2003 and 2002, respectively.
Note 3: Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the periods shown on the accompanying
unaudited consolidated condensed financial statements resulting in a deferred
tax asset, which was fully allowed for; therefore, the net benefit and expense
result in $-0- income taxes.
7
Item 2. Plan of Operations.
General
The Company has no full-time employees, incurs nominal rent and administrative
expenses and has no other recurring operating expenses, except for those
professional fees and expenses necessary to maintain its reporting status under
the Securities and Exchange Act of 1934, as amended. The Company's quarterly
expenses include legal and accounting expenses related to the costs associated
with the filing of documents with the Securities and Exchange Commission and
travel costs and time and effort related to certain merger activity discussed
in the following paragraph. The Company anticipates raising no capital over
the next twelve months. The Company has no plans to acquire any assets or make
any investments prior to completing a merger.
The Company has entered into an Agreement and Plan of Merger with Investors
Preferred Opportunities, Inc. ("IPO"). The merger is contingent upon IPO
obtaining the business of Princeton Homes Corporation, a modular home
manufacturer located in Virginia.
Selection of an appropriate merger candidate is complex and risky due to the
lack of Company financial resources, the speculative nature of such a
transaction, management's limited time commitment to the Company, management's
potential conflicts of interest, the burdens of being a reporting company, and
competition in the marketplace. There is no assurance that the Company will be
successful in consummating the merger with IPO or that such a merger will
result in profitable operations.
Special note regarding forward-looking statements
This report contains forward-looking statements within the meaning of federal
securities laws. These statements plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, statements about our need for working capital, future revenues,
results of operations and most other statements that are not historical in
nature. In this Report, forward-looking statements are generally identified by
the words "intend", "plan", "believe", "expect", "estimate", and the like.
Investors are cautioned not to put undue reliance on forward-looking
statements. Except as otherwise required by applicable securities statues or
regulations, the Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information,
future events or otherwise. Because forward-looking statements involve future
risks and uncertainties, these are factors that could cause actual results to
differ materially from those expressed or implied.
Item 3. Controls and Procedures
Evaluation of disclosure controls and procedures
We maintain controls and procedures designed to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act
8
of 1934 is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.
Based upon their evaluation of those controls and procedures performed within
90 days of the filing date of this report, our chief executive officer and the
principal financial officer concluded that our disclosure controls and
procedures were adequate.
Changes in internal controls
There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation of those controls by the chief executive officer and principal
financial officer.
9
Results of Operations
Six Months Ended October 31, 2003 and 2002.
The net loss for the six months ended October 31, 2003 was $14,259 compared
with a net loss of $7,957 for the three months ended October 31, 2002.
The Company did not generate any revenues for the six months ended October 31,
2003, compared to revenues of $0 for the six months ended October 31, 2002.
Part II: Other Information
Item 1: Legal Proceedings
No report required.
Item 2: Changes in Securities
No report required.
Item 3: Defaults upon Senior Securities
No report required.
Item 4: Submission of Matters to a Vote of Security Holders
No report required.
Item 5: Other information
No report required.
Item 6: Exhibits and Reports on Form 8-K
(a). Exhibits:
1. 99.1: Certification Pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002 - CEO
2. 99.2: Certification Pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002 - CFO
(b). No Form 8-K was filed during the period covered by this
report.
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SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair
presentation of the results of operations for the six months ended October 31,
2003 have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREFERRED FINANCIAL RESOURCES,
INC
Date: March 18, 2004 By: //Roger Sherman//
Roger W. Sherman, President
Exhibit 31.1
I, Roger W. Sherman, certify that:
1. I have reviewed this report on Form 10-QSB of Preferred Financial Resources,
Inc.;
2. Based on my knowledge, the report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects the
financial condition, results of operations and cash flows of Preferred
Financial Resources, Inc. as of, and for, the periods presented in the report;
4. The other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as such term is defined in
Regulation 13a-14 of the Securities Exchange Act of 1934) for Preferred
Financial Resources, Inc and have:
i. Designed such disclosure controls and procedures to ensure that material
information relating to Preferred Financial Resources, Inc., including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which the periodic reports are being
prepared;
ii. Evaluated the effectiveness of Preferred Financial Resources, Inc.'s
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report ("Evaluation Date"); and
iii. Presented in the report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5. The other certifying officer and I have disclosed, based on our most recent
evaluation, to the Preferred Financial Resources, Inc. auditors and the audit
committee of the board of directors (or persons fulfilling the equivalent
function):
i. All significant deficiencies in the design or operation of internal controls
which could adversely affect Preferred Financial Resources, Inc.'s ability to
record, process, summarize and report financial data and have identified for
Preferred Financial Resources, Inc.'s auditors any material weaknesses in
internal controls; and
ii. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; and
6. I and the other certifying officer have indicated in the report whether or
not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 18, 2004
// Roger Sherman//
__________________________
Roger W. Sherman
Chief Executive Officer