UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2004.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from __________ to __________.
TEXAS 75-2668876
------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
On January 4, 2005, there were 63,880,000 outstanding shares of the issuer's common stock, par value $0.001.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION...............................................3
ITEM 1. Financial Statements..................................................3
ITEM 2 Management's Discussion & Analysis and Plan of Operations.............4
ITEM 3. Controls and Procedures...............................................5
PART II - OTHER INFORMATION..................................................5
ITEM 4. Submission of Matters to a Vote of Security Holders...................5
ITEM 6. Exhibits and Reports on Form 8-K......................................5
SIGNATURES.....................................................................5
INDEX TO EXHIBITS..............................................................6
CERTIFICATIONS.................................................................7
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Opus Communities, Inc., a Texas corporation, and its predecessors, unless otherwise indicated. Consolidated, unedited, condensed interim financial statements including a balance sheet for the Company as of the quarter ended September 30, 2004, statement of operations and statement of cash flows for the interim period up to the date of such balance sheet and the comparable periods of the preceding year are attached hereto beginning on Page F-1 and are incorporated herein by this reference.
The consolidated financial statements for the Company included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of the Company's financial position and the results of its operations for the interim periods presented. Because of the nature of the Company's business, the results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the full fiscal year. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Form 10-KSB for the year ended December 31, 2003.
OPUS Communities Inc.
(formerly Cobra Financial Services Inc.)
Balance Sheets
(Unaudited)
September 30 December 31
2004 2003
---- ----
-------------------- -------------------
A S S E T S
-------------
Current Assets:
----------------
Cash $ 47 $ -
-------------------- -------------------
Total Current Assets 47 -
-------------------- -------------------
Total Assets $ 47 $ -
L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y
------------------------------------------------------------------
Current Liabilities
--------------------
Officer Advances $ 1,405 $ 1,000
-------------------- -------------------
- -
Total Current Liabilities 1,405 1,000
==================== ===================
Commitments and Contingencies - -
-----------------------------
Stockholders' Equity
---------------------
Preferred Stock, $.001 par value, - -
20,000,000 shares authorized; none
issued and outstanding
Common stock, $.001 par value, 63,880 93,780
100,000,000 shares authorized;
63,880,000 and 93,780,000 shares
issued and outstanding
Shares to be Issued 7,770 -
Additional paid-in capital (28,920) (63,820)
Accumulated deficit (44,088) (30,960)
-------------------- -------------------
Total Stockholders' Equity (1,358) (1,000)
-------------------- -------------------
Total Liabilities and Stockholders' Equity $ 47 $ -
==================== ===================
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See accompanying notes to Financial Statements.
OPUS Communities Inc.
(formerly Cobra Financial Services Inc.)
Statements of Operations
(Unaudited)
-----------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
-----------------------------------------------------------------
2004 2003 2004 2003
---------------- ------------------------------ ---------------
Revenues:
Revenue $ - $ - $ - $ -
---------------- ------------------------------ ---------------
Total revenues - - - -
Operating Expenses:
General and Administrative 12,755 379 13,128 1,660
---------------- ------------------------------ ---------------
12,755 379 13,128 1,660
---------------- ------------------------------ ---------------
Income (Loss) from operations (12,755) (379) (13,128) (1,660)
---------------- ------------------------------ ---------------
Provision for Income Taxes:
Income Tax Benefit (Expense) - - - -
Net Income (Loss) $ (12,755) $ (379) $(13,128) $ (1,660)
================ ============================== ===============
Loss per common share:
From operations $ (0.00) $ (0.00) $ (0.00) $ (0.00)
---------------- ------------------------------ ---------------
Weighted average common shares outstanding 73,790,000 93,780,000 89,337,779 93,780,000
================ ============================== ===============
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See accompanying notes to Financial Statements.
OPUS Communities Inc.
(formerly Cobra Financial Services Inc.)
Statements of Cash Flows
(Unaudited)
----------------------------------------------
Nine Months Ended September 30
----------------------------------------------
2004 2003
------------------------- -------------------
Cash Flows from Operating Activities:
Net Income $ (13,128) $ (1,660)
Adjustments to Reconcile net loss to net
cash provided by (used in) operating activities:
Shares Issued for Services 5,000
Changes in operating assets and liabilities:
Accrued Expenses - -
------------------------- -------------------
Net Cash provided by (used in) Operating Activities $ (8,128) $ (1,660)
Cash Flows from Investing Activities:
Fixed Assets - -
------------------------- -------------------
Net Cash provided by (used in) Investing Activities $ - $ -
Cash Flows from Financing Activities:
Shares to be Issued 7,770 -
Advances from officer 405 1,000
------------------------- -------------------
Net Cash provided by (used in) Financing Activities $ 8,175 $ 1,000
Net Increase (Decrease) in cash and cash equivalents 47 (660)
Cash at beginning of year $ - $ 267
========================= ===================
Cash at end of year $ 47 $ (393)
========================= ===================
Supplemental disclosure:
Total interest paid $ - $ -
========================= ===================
Total taxes paid $ - $ -
========================= ===================
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See accompanying notes to Financial Statements.
OPUS Communities, Inc.
(formerly Cobra Financial Services Inc.)
Notes to Financial Statements
In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2004, and the results of their operations for the three and nine months ended September 30, 2004 and 2003, and their cash flows for the nine months ended September 30, 2004.
The results of operations for such periods are not necessarily indicative of results expected for the full year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2003, and the related notes included in the Company's Form 10-SB filed with the Securities and Exchange Commission
OPUS Communities Inc. ("the Company") was originally incorporated under the laws of the State of Texas on September 16, 1996 as Cobra Financial Services Inc. for the purpose to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Texas. The company has a total of 100,000,000 authorized shares with a par value of $.001 per share and with 15,630,000 shares issued and outstanding as of December 31, 2002. On May 10, 2000, an amendment to the Articles of Incorporation was filed with the Texas Secretary of State to increase the authorized common share to 100,000,000, authorized 20,000,000 in preferred stock, and change the par value to $.001 for both classes of stock. On August 19, 2004, an amendment and restated articles of incorporation was filed with the Secretary of State of Texas to change the name from Cobra Financial Services Inc. to OPUS Communities Inc. Prior to 1999, the Company was involved in limited business consulting.
OPUS Communities, Inc.
(formerly Cobra Financial Services Inc.)
Notes to Financial Statements
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share," which simplifies the computation of earnings per share requiring the restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year.
The carrying value of financial instruments including marketable securities, notes and loans receivables, accounts payable and notes payable approximate their fair values at September 30, 2004.
Statement of Financial Accounting Standards No. 121 "Accounting for Impairment of Long-Lived Assets to be Disposed of " requires, among other things, impairment loss of assets to be held and gains or losses from assets that are expected to be disposed of be included as a component of income from continuing operations before taxes on income.
On August 2, 2004, the Company agreed to cancel 5,000,000 shares to the Company's principal shareholder.
On August 4, 2004, the Company agreed to a six to one forward split of the outstanding common stock. At the time of the forward split there were 10,630,000 shares outstanding resulting in 63,780,000 common shares outstanding after the forward split.
On September 1, 2004, the Company issued 100,000 shares for consulting services. These shares have been valued at $5,000 for the services provided.
OPUS Communities, Inc.
(formerly Cobra Financial Services Inc.)
Notes to Financial Statements
The accompanying financial statements have been prepared in conformity with principles of accounting applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company's revenue has decreased subsequent to the year ended December 31, 2001 and has not yet generated sufficient working capital to support its operations. The Company's ability to continue as a going concern is dependent, among other things, on its ability to reduce certain costs, obtain new contracts and additional financing and eventually, attaining a profitable level of operations.
It is management's opinion that the going concern basis of reporting its financial condition and results of operations is appropriate at this time. The Company plans to increase cash flows and take steps towards achieving profitable operations through its business plan.
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS AND PLAN OF OPERATIONS
Forward-looking Information
This quarterly report contains forward-looking statements. For this purpose, any Statements contained herein that are not statements of historical fact may be deemed to be forward looking statements. These statements relate to future events or to the Company's future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause the Company's actual results to differ materially from those indicated by such forward-looking statements.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance, or achievements. Although all such forward-looking statements are accurate and consequently do not assume responsibility for the ultimate accuracy and completeness of such forward-looking statements after the dare of this report to confirm such statements to actual results.
General
Our business plan is to seek to acquire or merge with potential businesses that may, in the opinion of management, warrant our involvement. Management's discretion is unrestricted, and we may participate in any business whatsoever that may in the opinion of management meet the business objectives discussed herein. We may investigate businesses of any kind or nature, including those in finance, technology, manufacturing, service, research and development, communications, insurance, brokerage and transportation. Management may also seek to become involved with other development stage companies or companies that could be categorized as financially troubled. We may effect a business combination with another business outside the United States. We have not limited the scope of our search to a particular region or country. Accordingly, to the extent that the acquired business may be located or operate in a foreign jurisdiction, our operations may be adversely affected to the extent of the existence of unstable economic, social and/or political conditions in such foreign regions and countries. We may not be capable of reviewing the potential operational risks surrounding foreign businesses.
Other than general corporate activities, including the negotiation and consummation of a business combination, we will not engage in any substantive commercial business until such time as we have effected a business combination.
We have not had revenues from operations in each of our last two years.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Chief Financial Officer of the Company, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, the Company's Chief Executive Officer and the Chief Financial Officer of the Company concluded that the Company's disclosure controls are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company conducted its evaluation.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
Stockholders holding 43,008,000 shares (67.27% of outstanding shares) of common stock in Cobra Financial Services, Inc., a Texas corporation (the "Company"), on Wednesday, August 4, 2004, authorized the Company by written consent to amend the Company's Articles of Incorporation to change the name of the Company to Opus Communities, Inc. as well as effectuate a 6-for-1 forward stock split, without any change to the number of shares of common stock authorized for issuance or any change in par value. As these actions were implemented by shareholder consent, no shares were voted against or withhold.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 6 of this Form 10-QSB, which is incorporated herein by reference.
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the second quarter of 2004.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OPUS COMMUNITIES, INC.
Dated: January 10, 2005 /S/ Carlton Fleming
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Carlton Fleming, President
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3(i) * Articles of Incorporation of the Company.
(Incorporated by reference from the
Company's Form 10SB12G, file number
000-32845, effective on June 5, 2001).
3(ii) * Bylaws of the Company. (Incorporated by
reference from the Company's Form 10SB12G,
file number 000-32845, effective on June 5,
2001).
31(i) 7 Certification of Chief Executive Officer
under Section 302 of the Sarbanes-Oxley Act
of 2002.
31(ii) 8 Certification of Chief Financial Officer
under Section 302 of the Sarbanes-Oxley Act
of 2002.
32(i) 9 Certification of Chief Executive Officer of
Opus Communities Inc. Pursuant to 18 U.S.C.
ss.1350
32(ii) 10 Certification of Chief Financial Officer of
Opus Communities Inc. Pursuant to 18 U.S.C.
ss.1350
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* Previously filed as indicated and incorporated herein by reference from the referenced filings previously made by the Company.
EXHIBIT 31(i)
CERTIFICATION
I, Carlton Fleming, as Chief Executive Officer of Opus Communities, Inc. (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly 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 this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;
4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to myself by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the small business issuer's internal controls over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially effect, the small business issuer's internal controls over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors;
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting
Date: January 10, 2005 /s/ Carlton Fleming --------------------------- Carlton Fleming Chief Executive Officer |
EXHIBIT 31(ii)
CERTIFICATION
I, Dane McDaniel, as Chief Financial Officer of Opus Communities, Inc. (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly 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 this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;
4. The small business issuer's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to myself by others within those entities, particularly during the period in which this quarterly report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the small business issuer's internal controls over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially effect, the small business issuer's internal controls over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors;
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting
Date: January 10, 2005 /s/ Dane McDaniel --------------------------- Dane McDaniel Chief Financial Officer |
EXHIBIT 32 (i)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002
Certification Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of Opus Communities, Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2004 (the "Report"), as filed with the Securities and Exchange Commission, on the date hereof (the "Report), the undersigned, Carlton Fleming, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 18 U.S.C., Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: January 10, 2005 /s/ Carlton Fleming
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Carlton Fleming
Chief Executive Officer
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EXHIBIT 32 (ii)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTIONS 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACTS OF 2002
Certification Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
In connection with the Quarterly Report of Opus Communities, Inc. (the "Company") on Form 10-QSB for the quarter ended September 30, 2004 (the "Report"), as filed with the Securities and Exchange Commission, on the date hereof (the "Report), the undersigned, Dane McDaniel, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 18 U.S.C., Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: January 10, 2005 /s/ Dane McDaniel
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Dane McDaniel
Chief Financial Officer
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