FORM 10-QSB
UNITED STATES
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 January 31, 2004
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
---------
PREFERRED FINANCIAL RESOURCES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1493157
- ------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5442 Dungaree Street, Las Vegas, NV 89118
- ------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(702) 221-8703
----------------------------------------------------
(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 X No
--- ---
The number of shares outstanding of each of Issuer's classes of common equity
as of December 31, 2004 was:
Common Stock, par value $.0001 2,530,000
------------------------------ ----------------
Title of Class Number of Shares
Transitional Small Business Disclosure Format Yes No X
--- ---
PREFERRED FINANCIAL RESOURCES, INC.
Index
Page
----
Part I: Financial information
Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of
January 31, 2004 (unaudited) ............................. 3
Consolidated Condensed Statements of Operations
for the three and nine months ended
January 31, 2004 and 2003 (unaudited) .................... 4
Consolidated Condensed Statement of Changes in
Shareholders' Equity for the nine months ended
January 31, 2004 (unaudited) ............................. 5
Consolidated Condensed Statements of Cash Flows
for the nine months ended January 31, 2004
and 2003 (unaudited) ..................................... 6
Notes to Consolidated Condensed Financial Statements
(unaudited) .............................................. 7
Item 2. Plan of Operation ........................................... 8
Part II: Other Information ........................................... 9
Signatures .................................................. 10
Exhibits .................................................... Attached
PREFERRED FINANCIAL RESOURCES, INC.
(formerly COPPER CORPORATION)
Consolidated Condensed Balance Sheet
January 31, 2004
(unaudited)
Assets
Current assets:
Cash $ 1,113
Prepaid expenses 5,815
--------
$ 6,928
=========
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable and accrued liabilities ..................... $ -
--------
Total liabilities .............................. -
Shareholders' equity:
Preferred stock ............................................. -
Common stock ................................................. 2,673
Additional paid-in capital ................................... 45,845
Deficit accumulated during the development stage ............. (41,590)
--------
Total shareholders' equity .................... 6,928
--------
$ 6,928
========
See accompanying notes to consolidated condensed financial statements
-3-
PREFERRED FINANCIAL RESOURCES, INC.
(formerly COPPER CORPORATION)
Consolidated Condensed Statements of Operations
(unaudited)
Three Months Ended Nine Months
Ended
January 31, January
31,
-------------------- ------------------
2004 2003 2004 2003
--------- -------- -------- ---------
Costs and expenses:
Contributed rent ................................. $ 300 $ 300 $ 900 $ 900
Contributed services. .. . ....................... 200 - 1,800 -
General and administrative........................ 3,033 1,120 15,092 8,477
--------- -------- -------- ---------
3,533 1,420 17,792 9,377
--------- -------- -------- ---------
Loss before income taxes (3,533) (1,420) (17,792) (9,377)
Income tax provision ............................. -- -- -- --
--------- -------- -------- ---------
Net loss .......................... $(3,533) $(1,420) $(17,792) $(9,377)
========= ======== ======== =========
Basic and diluted loss per share ..................... $ -- $ -- $ -- $ --
========= ======== ======== =========
Weighted average common shares outstanding ...........2,530,000 2,530,000 2,530,000 2,038,889
========= ======== ======== =========
See accompanying notes to consolidated condensed financial statements
-4-
PREFERRED FINANCIAL RESOURCES, INC.
(formerly COPPER CORPORATION)
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) ....... -- -- 900 -- 900
Contributed services (Note 2) ... -- -- 1,800 -- 1,800
Contributed capital (Note 2) ..... -- -- 7,600 -- 7,600
Related party payment of costs on
behalf of Company (Note 2) .. -- -- 12,754 -- 12,754
Net loss ................. -- -- -- (17,792) (17,792)
--------- --------- --------- --------- ---------
Balance at
January 31, 2004 ............ 2,530,000 $ 2,673 $ 45,845 $ (41,590) $ 6,928
========= ========= ========= ========= =========
See accompanying notes to consolidated condensed financial statements
-5-
PREFERRED FINANCIAL RESOURCES, INC.
(formerly COPPER CORPORATION)
Consolidated Condensed Statements of Cash Flows
(unaudited)
Nine Months Ended
January 31,
------------------
2004 2003
-------- -------
Net cash used in operating activities ................... $(6,487) $ -
-------- -------
Cash flows from financing activities:
Contributed capital by affiliates ................ 7,600 -
-------- -------
Net cash provided by financing activities ........ 7,600 -
-------- -------
Net change in cash ............................ 1,113 -
Cash:
Cash, beginning of period ........................... - -
-------- -------
Cash, end of period ................................. $ 1,113 $ -
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes ..................................... $ - $ -
======== =======
Interest ......................................... $ - $ -
======== =======
See accompanying notes to consolidated condensed financial statements
-6-
PREFERRED FINANCIAL RESOURCES, INC.
(formerly COPPER CORPORATION)
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 nine-month period ended January 31, 2004 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 nine months ended January 31, 2004 and 2003, 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 $900 and $900, for the nine months ended January 31, 2004 and 2003,
respectively.
During the nine months ended January 31, 2004, affiliates contributed $7,600 to
the Company, on an as needed basis, for working capital.
During the nine months ended January 31, 2004, certain members of 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 $50 per hour, based on prevailing local market rates.
An affiliate paid certain administrative costs on behalf of the Company, on an
as needed basis, for all periods presented in the accompanying financial
statements. The costs, consisting of legal, accounting and filing fees, are
necessary for the Company to maintain its reporting status in conformity with
the provisions Securities and Exchange Act of 1934, as amended. During the nine
months ended January 31, 2004 the affiliate paid $12,754 in legal, accounting,
and general and administrative costs on behalf of the Company, which the
Company recorded as a charge to operations with a corresponding credit to
contributed capital in the accompanying condensed financial statements.
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 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
Investors Preferred 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 a merger with a privately held company 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.
-8-
Results of Operations
Nine Months Ended December 31, 2004 and 2003.
The net loss for the nine months ended December 31, 2004 was $17,792 compared
with a net loss of $9,377 for the three months ended September 30, 2002.
The Company did not generate any revenues for the three months ended December
31, 2004, compared to revenues of $0 for the three months ended December 31,
2003.
Liquidity and Capital Resources
As of December 31, 2004 the company had a working capital surplus of $6,928,
compared with a working capital deficit of $3,543 during the same period of
2003.
Net cash provided by financing activities was $7,600 for the nine months ended
December 31, 2004 and $0 for the same period of 2003.
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 on during the period covered by this
report.
-9-
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 January 31,
2004 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