6


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
    1934 for the fiscal year ended December 31, 2002.
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934 For the transition period from ______________ to ______________.

Commission file number: 000-32845
                        ---------
                              Opus Communities Inc.
                  ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

          Texas                                       75-2668876
---------------------------------         -------------------------------------
(State or Other Jurisdiction             (I.R.S. Employer Identification Number)
of Incorporation or Organization)

          811 S. Central Expressway, Suite 210, Richardson, Texas 75080
         ---------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (972) 364-8282
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(g) of the Exchange Act:

                               Title of Each Class
                        ---------------------------------
                         Common Stock ($0.001 Par Value)

      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 [ ] No [X]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ X].

      The issuer's revenues for the year ended December 31, 2002, were $0.

      The aggregate market value of the registrant's voting and non-voting
common equity held by non-affiliates was approximately $0 as our common equity
was not trading during 2002. On November 19, 2004, the number of shares
outstanding of the registrant's common stock, $0.001 par value, was 63,880,000.



<PAGE>



                                TABLE OF CONTENTS


PART I.........................................................................3
         ITEM 1.  Description Of Business......................................3
         ITEM 2.  Description Of Property......................................4
         ITEM 3.  Legal Proceedings............................................4
         ITEM 4.  Submission Of Matters To A Vote Of Security Holders..........4
PART II........................................................................4
         ITEM 5.  Market For Common Equity And Related Stockholder Matters.....4
         ITEM 6.  Management's Discussion And Analysis Or Plan Of Operation....6
         ITEM 7.  Financial Statements.........................................8
         ITEM 8.  Changes In And Disagreements With Accountants On Accounting
                  And Financial Disclosure.....................................9
         ITEM 8A. Controls And Procedures......................................9

PART III.......................................................................9
         ITEM 9.  Directors And Executive Officers.............................9
         ITEM 10. Executive Compensation......................................10
         ITEM 11. Security Of Certain Beneficial Owners And Management And
                  Related Stockholder Matters.................................12
         ITEM 12. Certain Relationships And Related Transactions..............13
         ITEM 13. Exhibits And Reports On Form 8-K............................13
         ITEM 14. Principal Accountant Fees and Services......................13

INDEX TO EXHIBITS.............................................................15
CERTIFICATIONS................................................................27

                                       2
<PAGE>



                                     PART I
Forward-looking Information

      This information  statement 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 our future  financial  performance.  In
some cases,  you can identify  forward-looking  statements by  terminology  such
as "may,"  "will," "should," "expects," "plans," "anticipates,"  "believes,"
"estimates,"  "predicts," "potential," or "continue" or the negative of such
terms or other comparable  terminology.  These  statements are only
predications.  Actual events or results do 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. Moreover, the Company does not
assume responsibility for the accuracy and completeness of such forward-looking
statements. The company is under no duty to update any of the forward-looking
statements after the date of this information statement to conform such
statements to actual results. The foregoing management's discussion and analysis
should be read in conjunction with the Company's financial statements and the
notes herein.

ITEM 1.   DESCRIPTION OF BUSINESS

Business Development

      As used herein, the term "Company" refers to Opus Communities, Inc., a
Texas corporation, unless the context indicates otherwise. The Company, formerly
known as Cobra Financial Services, Inc. ("Cobra"), was incorporated on September
16, 1996 for the purpose of investing in agricultural land and projects. Cobra
changed its name to Opus Communities, Inc. on August 27, 2004. Originally in
2002 our operations consisted of investing in the improvement of farmland and
farming equipment in the State of Texas while attempting to attract experts in
the fields for the purpose of raising cattle and exporting bovine meat to the
United Arab Emirates, Kuwait and Saudi Arabia markets. Although the Company's
operations have historically consisted of providing investments in agricultural
land, the Company closed its agricultural operations due to continued losses in
2002.

GENERAL

      The Company continues to search for viable business operations to acquire
or merge with in order to increase the Company's revenues, asset base and
achieve profitability. The Company has significantly reduced its liabilities to
approximately $0 for the calendar year end 2002. The Company will continue to
strive to attain profitability through acquisitions of revenue producing
businesses.

      At present, we have no employees and our affairs are handled by our
officers.

                                       3
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

      Our headquarters are located at 811 S. Central Expressway, Suite 210,
Richardson, Texas 75080. We believe that our facilities are adequate for our
needs and that additional suitable space will be available on acceptable terms
as required. We do not own any real estate.

ITEM 3.  LEGAL PROCEEDINGS

      There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of 2002.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The Company's Common Stock is traded on the OTC Bulletin Board under the
symbol "OPUC". Because no meaningful trading market for the Company's common
stock occurred until 2004, the table below sets forth the high and low sales
prices for the Company's common stock for only the third quarter of 2004 and for
the interim period thereafter. The quotations below reflect inter-dealer prices,
without retail markup, markdown or commission and may not represent actual
transactions. All figures reflect a six-for-one (6-for-1) forward stock split
which became effective on August 19, 2004.

         Year     Quarter  High     Low
         2004     Third*   $1.20   $1.05
                  Fourth   $1.25   $1.00

     *Note that trading in our common stock on the Pink Sheets did not begin
until approximately September 8, 2004.


                                       4
<PAGE>



Shareholders

      The Company is authorized to issue One Hundred Thousand (100,000,000)
shares of Common Stock and Twenty Million (20,000,000) shares of preferred stock
("Preferred Stock"). As of November 19, 2004, there were approximately 27
shareholders of record holding a total of 63,880,000 shares of Common Stock.

Dividends on the Common Stock

      The Company has never declared a cash dividend on its Common Stock in the
last two fiscal years and the Company does not anticipate the payment of future
dividends. The Company may not pay dividends on its Common Stock without first
paying dividends on its Preferred Stock. There are no other restrictions that
currently limit the Company's ability to pay dividends on its Common Stock other
than those generally imposed by applicable state law.

Recent Sales of Unregistered Securities

      In July 2000, we issued 250,000 shares of common stock in a private
offering that was offered without registration under the Securities Act of 1933
(the "Act"). The total amount raised was $25,000. All of the shares were issued
pursuant to exemptions from registration under Sections 3(b) and 4(2) of the Act
and Regulation D.

Securities authorized for issuance under equity compensation plans.
<TABLE>
<CAPTION>

<S>                                  <C>                    <C>                      <C>
---------------------------- --------------------- -------------------- -------------------------------
       Plan Category              Number of         Weighted-average         Number of securities
                               securities to be         price of           remaining available for
                                 issued upon           outstanding       future issuance under equity
                                 exercise of        options, warrants   compensation plans (excluding
                                 outstanding           and rights          securities reflected in
                              options, warrants            (b)                   column (a))
                                  and rights                                         (c)
                                     (a)
---------------------------- --------------------- -------------------- -------------------------------
Equity compensation plans             0                     0                         0
approved by security
holders
---------------------------- --------------------- -------------------- -------------------------------
Equity compensation plans             0                     0                         0
not approved by security
holders
---------------------------- --------------------- -------------------- -------------------------------
Total                                 0                     0                         0
---------------------------- --------------------- -------------------- -------------------------------
</TABLE>


                                       5
<PAGE>

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-looking Information

      This information statement 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 our 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 our 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. Moreover, it does not assume
responsibility for the accuracy and completeness of such forward-looking
statements. The Company is under no duty to update any of the forward- looking
statements after the date of this information statement to conform such
statements to actual results. The foregoing management's discussion and analysis
should be read in conjunction with the Company's financial statements and the
notes herein.

Plan of operation

      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 do not expect to engage in any
substantive commercial business until such time as we have effected a business
combination.

      We will not restrict our search for a merger or acquisition candidate
to those referred by our officers or directors. We anticipate that certain
acquired business candidates may be brought to our attention from various
unaffiliated sources, including securities broker/dealers, investment bankers,
venture capitalists, bankers, other members of the financial community, and
affiliated sources. While we do not presently anticipate engaging the services
of professional firms that specialize in business acquisitions on any formal
basis, in the event we do, we would consider paying a finder's fee or other
compensation.


                                       6
<PAGE>

Results of operations

      The following discussion should be read in conjunction with the audited
financial statements and notes thereto included in the Company's annual report
on Form 10-KSB for the fiscal year ended December 31, 2002; and should further
be read in conjunction with the financial statements included in this report.
Comparisons made between reporting periods herein are for the year ended
December 31, 2002 as compared to the year ended December 31, 2001.

Year Ended December 31, 2002 Compared To Year Ended December 31, 2001

      Revenues for the fiscal year ended December 31, 2002 decreased to $0 from
$28,267 in revenues for 2001. The operating loss decreased to $38,766 as
compared to $39,835 in 2001 as a result in a decrease of Officer and Salary
expenses from $20,750 for the year ended December 2001, to $0 for 2002 and an
increase in consulting expenses from $0 for the year-end December 31, 2001 to
$1,200 in 2002. The operating loss is also attributable to a decrease in
Depreciation Expenses of $10,759 for the year ended December 31, 2002 as
compared to $12,664 for 2001.

     ---------------------------------------------------------------------------
     Expenses                                     2002          2001
     ---------------------------------------------------------------------------
          Consulting Expenses                         $1,200  $         0
     ---------------------------------------------------------------------------
     Officer Salary and Expenses                      0       20,750
     ---------------------------------------------------------------------------
     Professional Fees                            2,105        2,100
     ---------------------------------------------------------------------------
     Lease                                       22,000       24,000
     ---------------------------------------------------------------------------
     Vehicle                                      1,185          847
     ---------------------------------------------------------------------------
     Depreciation                                10,759       12,664
     ---------------------------------------------------------------------------
     Other                                        1,517        7,741
     ---------------------------------------------------------------------------

Liquidity and capital resources

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001.

      As of December 31, 2002, our net cash used in operating activities was
$6,001, compared to $5,851 for the same period in 2001. Net cash used in
investing activities as of December 31, 2002 and the same period in 2001 was $0.

      Although there was a net loss from our operating activities, our cash
resources increased. Net cash provided from financing activities increased to
$6,200 for the year ended December 31, 2002 from $5,498 for the same period in
2001.

Going Concern

      The Company has relied upon its Chief Executive Officer, Carlton Fleming,
for its capital requirements and liquidity. The Company will continue to seek
alternate sources of financing to allow the Company to acquire other operating
entities which may improve the Company's weak liquidity and capital resources.
Additionally, the Company may continue to use its equity and resources of its
president to finance operations. However, no assurances can be provided that the
Company will be successful in acquiring assets, whether revenue-producing or
otherwise, or that Mr. Fleming will continue to assist in financing the
Company's operations.


                                       7
<PAGE>

ITEM 7.    FINANCIAL STATEMENTS

      The Company's financial statements for the fiscal year ended December
31, 2002 are attached hereto beginning on page F-1.

                                       8
<PAGE>


             Report of Independent Registered Public Accounting Firm



Board of Directors
OPUS Communities Inc.

I have audited the accompanying balance sheet of OPUS Communities, Inc.
("Company"), formerly Cobra Financial Services Inc. as of December 31, 2002 and
the related statement of operations, statement of stockholders' equity, and the
statement of cash flows for the twelve month period ended December 31, 2002 and
2001 These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these statements based
on my audit.

I conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2002
and the results of its operations and its cash flows for the twelve month period
ended December 31, 2002 and 2001 in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and negative working capital that raise substantial doubt
about its ability to continue as a going concern. This is further explained in
the notes to financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Clyde Bailey
---------------------
Clyde Bailey P.C.
San Antonio, Texas
December 2, 2004




                                      F-1
<PAGE>





                              OPUS COMMUNITIES INC.
                    (formerly Cobra Financial Services Inc.)
                                  Balance Sheet
                             As of December 31, 2002


                                  A S S E T S
Current Assets
--------------
        Cash                            $               267
                                       ---------------------

              Total Current Assets                                          267
                                                             -------------------
                                                             -------------------
        Total Assets                                         $              267
                                                             ===================


                              L I A B I L I T I E S
Current Liabilities
--------------------
            Accrued Expenses             $                -
          Total Current Liabilities                                           -
                                                             -------------------
          Total Liabilities                                  $                -

Commitments and Contingencies                                                 -


                      S T O C K H O L D E R S ' E Q U I T Y
Preferred Stock

20,000,000 authorized shares,
par value $.001 no shares issued and
outstanding

Common Stock
100,000,000 authorized shares,
par value $.001 15,630,000 shares
issued and outstanding                                                   15,630

Aditional Paid-in-Capital                                                14,330
Retained Earnings                                                       (29,693)
                                                             -------------------
     Total Stockholders' Equity (Deficit)                                   267
                                                             -------------------
     Total Liabilities and Stockholders' Equity              $              267
                                                             ===================

     The accompanying notes are integral part of these Financial Statements.
                                      F-2
<PAGE>




                              OPUS COMMUNITIES INC.
                    (formerly Cobra Financial Services Inc.)
                             Statement of Operations

<TABLE>
<CAPTION>
<S>                                                   <C>                  <C>
                                              ----------------------------------------
                                                       For the Years Ended
                                                            December 31
                                              ----------------------------------------
                                                     2002                  2001
                                              ------------------   -------------------
Revenues:
-----------
Revenues                                                   -                28,267
                                              ------------------   -------------------
       Total Revenues                        $             -      $         28,267

Expenses:

Consulting Expenses                                    1,200                     0
Officer Salary and Expenses                                -                20,750
Professional Fees                                      2,105                 2,100
Lease Expense                                         22,000                24,000
Vehicle Expenses                                       1,185                   847
Depreciation Expense                                  10,759                12,664
Other Expenses                                         1,517                 7,741
                                              ------------------   -------------------

       Total Expenses                                 38,766                68,102

Net Loss from Operations                          $  (38,766)           $  (39,835)

Other Expenses:
Loss on Lease Abandonment                         $  (26,589)      $             -
Loss on Equipment Sale                               (20,586)
                                              ------------------   -------------------

Total Other Expense                               $  (47,175)      $             -

Provision for Income Taxes:
Income Tax Benefit (Expense)                               -                     -
                                              ------------------   -------------------

                Net Loss                          $  (85,941)           $  (39,835)
                                              ==================   ===================


Basic and Diluted Earnings Per Common Share   $        (0.01)      $         (0.00)
                                              ------------------   -------------------

Weighted Average number of Common Shares          15,630,000            15,630,000
used in per share calculations                ==================   ===================

</TABLE>

    The accompanying notes are integral part of these Financial Statements.

                                      F-3
<PAGE>



                              OPUS COMMUNITIES INC.
                    (formerly Cobra Financial Services Inc.)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                                  <C>               <C>                   <C>                   <C>                <C>
                                                        $0.001               Paid-In             Retained           Stockholders'
                                   Shares             Par Value              Capital             Earnings              Equity
                              -----------------    -----------------    ------------------   ------------------   ------------------
   Balance January 1, 2001        15,630,000              $15,630               $14,330             $96,083             $126,043
                              =================    =================    ==================   ==================   ==================

   Net Loss                                                                                         (39,835)             (39,835)
                              -----------------    -----------------    ------------------   ------------------   ------------------

   Balance December 31, 2001      15,630,000              $15,630               $14,330              56,248              $86,208
                              =================    =================    ==================   ==================   ==================

   Net Loss                                                                                         (85,941)             (85,941)
                              -----------------    -----------------    ------------------   ------------------   ------------------

   Balance December 31, 2002      15,630,000              $15,630               $14,330             (29,693)                $267
                              =================    =================    ==================   ==================   ==================
</TABLE>


     The accompanying notes are integral part of these Financial Statements.
                                      F-4
<PAGE>



                              OPUS COMMUNITIES INC.
                    (formerly Cobra Financial Services Inc.)
                             Statement of Cash Flows

<TABLE>
<CAPTION>
<S>                                                   <C>                    <C>

                                                -------------------------------------------
                                                            For the Year Ended
                                                                December 31
                                                -------------------------------------------
                                                        2002                    2001
                                                --------------------    -------------------

Cash Flows from Operating Activities:
-------------------------------------
Net Loss                                       $        (85,941)            $  (39,835)
Loss on Lease Abandonment                                26,589                      -
Loss on Equipment Sale                                   20,586                      -

Changes in operating assets and liabilities:
Depreciation                                             10,759                 12,664
Other Liabilities                                        22,006                 21,320
                                                 --------------------    -------------------
                                                 --------------------    -------------------

Net Cash Used in Operating Activities          $         (6,001)         $      (5,851)


Cash Flows from Investing Activities:
-------------------------------------
Fixed Assets                                                  -                      -
                                                 --------------------    -------------------

Net Cash Used in Investing Activities          $              -          $           -
                                                 --------------------    -------------------

Cash Flows from Financing Activities:
-------------------------------------
Note Payable - Related Party                              6,200                  5,498
                                                 --------------------    -------------------

Net Cash Provided from Financing Activities     $         6,200          $       5,498
                                                 --------------------    -------------------

Net Increase (Decrease) in Cash                 $           199          $        (353)

Cash Balance, Begin Period                                   68                    421
                                                 --------------------    -------------------

Cash Balance, End Period                        $           267          $          68
                                                 ====================    ===================


Supplemental Disclosures:
Cash Paid for interest                                        -                      -
Cash Paid for income taxes                                    -                      -


</TABLE>


     The accompanying notes are integral part of these Financial Statements.
                                      F-5
<PAGE>



                             OPUS Communities, Inc.
                    (formerly Cobra Financial Services Inc.)
                          Notes to Financial Statements

Note 1  - Summary of Significant Accounting Policies
----------------------------------------------------

Organization
-------------

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.

Revenue
--------

Revenue consists of general business consulting fees relating to services
performed by the Company. The Company records revenue when the service is
completed based on the accrual method of accounting. In 2002, the Company did
not have any revenue and was inactive.

Fixed Assets
------------

Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

         The estimated useful lives are as follows:

              Farm Equipment                 7 years
              Leasehold Improvements        25 years
              Buildings                     40 years

Depreciation expense for the years ended December 31, 2002 and 2001 was $10,759
and $12,664, respectively.

Federal Income Tax
-------------------

The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.

                                      F-6

<PAGE>
                             OPUS Communities, Inc.
                    (formerly Cobra Financial Services Inc.)
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Use of Estimates
-----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Accounting Method
------------------
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

Earnings per Common Share
-------------------------
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.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Fair Value Of Financial Instruments
------------------------------------
The carrying value of financial instruments including marketable securities,
notes and loans receivables, accounts payable and notes payable approximate
their fair values at December 31, 2002.

Long-Lived Assets
------------------
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.

Segments of an Enterprise and Related Information
-------------------------------------------------
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public.

                                      F-7
<PAGE>

                             OPUS Communities, Inc.
                    (formerly Cobra Financial Services Inc.)
                          Notes to Financial Statements


Note 1  -  Summary of Significant Accounting Policies (con't
-------------------------------------------------------------

It also establishes standards for disclosures regarding products and services,
geographic areas and major customers. SFAS 131 defines operating segments as
components of a company about which separate financial information is available
that is evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance. The Company has
evaluated this SFAS and does not believe it is applicable at this time.

Recent Accounting Pronouncements
----------------------------------

Goodwill and Other Intangible Assets
In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Standards ("SFAS") No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 established accounting and
reporting standards for business combinations and eliminates the
pooling-of-interests method of accounting for combinations for those
combinations initiated after July 1, 2001. SFAS No, 141 also includes new
criteria to recognize intangible assets separately from goodwill. SFAS No. 142
establishes the accounting and reporting standards from goodwill and intangible
lives. Goodwill and intangibles with indefinite lives will no longer be
amortized, but alternatively will be reviewed periodically for indicators of
impairment. Separate intangible assets that are not deemed to have an indefinite
life will continue to be amortized over their useful lives. The Company does not
anticipate that the adoption of SFAS No. 141 and SFAS No. 142 will have a
significant effect on its results of operations or financial position.

Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.

Note 2  - Common Stock
-----------------------

In May of 2000, the Company approved a 4000 to 1 forward split of the
outstanding common stock. At the time of the forward split there were a total of
1,240 shares outstanding.

In July of 2000, the Company completed a private offering that was offered
without registration under the Securities Act of 1933, as amended (the "Act"),
in reliance upon the exemption afforded by sections 4(2) and 3(b) of the Act
and Regulation D, Rule 506 promulgated there under. The Company sold 250,000
shares of common stock at a price of $.10 per share for a total amount raised of
$25,000.

                                      F-8
<PAGE>


                             OPUS Communities, Inc.
                    (formerly Cobra Financial Services Inc.)
                          Notes to Financial Statements

On the 12th day of October 2000, the Company approved a three to one (3/1)
forward split of the outstanding stock. At the time of the forward split there
were a total of 5,210,000 shares outstanding.

Note 3  - Related Parties
--------------------------

Officer Salary and Expenses - Carlton Fleming received salary and expenses in
the amount of $20,750 for the year ended December 31, 2001. No salary was
received in 2002.

Also, Carlton Fleming advanced the Company a total of $5,498 in 2001 and another
$6,200 in 2002 that is recorded as Note Payable - Related Party.

An officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may in the future become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts

Note 4 - Organization Costs
----------------------------

The Company has incurred legal, accounting and other formation costs. During the
years ended December 31, 2000 and 1999, these costs were charged to operations
in accordance with the American Institute of Certified Public Accountants'
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-up
Activities." It requires most start-up activities to be expenses to operations
as incurred.

Note 5 - Income Taxes
----------------------

Deferred taxes are classified as current or non-current, depending on the
classification of the assets and liabilities to which they relate. Deferred
taxes arising from timing differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the timing differences are expected to reverse. The Company's previous
principal temporary differences relate to revenue and expenses accrued for
financial purposes, which are not taxable for financial reporting purposes.

                                      F-9
<PAGE>

                             OPUS Communities, Inc.
                    (formerly Cobra Financial Services Inc.)
                          Notes to Financial Statements

The components of the provision for income tax (expense) benefits are as
follows:

                                                 Year Ended December 31,
                                                2002                 2001
                                                ----                 ----
Deferred:
         Federal                               $ 27,771           $ 12,918
         State                                    3,867              1,793
Valuation Allowance                            ( 31,738)           (14,711)
                                               ---------           --------
                                                  $  -0-           $  - 0-
                                                  ------           --------

Such income tax (expense) benefits are included in the accompanying consolidated
financial statements as follows:

                                                    Year Ended December 31,
                                                     2002              2001
                                                     ----              ----
Loss from operations                            ($  85,941 )      (  $ 39,835 )
Non-Deductible Expenses and Non-Taxable Income         -0-                -0-
                                                 ------------    ---------------
                                                ( $ 85,941)        (  $ 39,835)
                                                ------------       ------------


The above provision has been calculated based on Federal and State statutory
rates in the adjusted rates of 34% for Federal and 4.5% for State tax rates.

Temporary differences, which give rise to deferred tax assets and liabilities
are as follows:

                                             Year Ended December 31,
                                         2002                     2001
                                         ----                     ----
Deferred tax assets:
       Net Operating Loss              $ 10,966                    $    0
                                        --------                    ------
Total deferred tax assets:               10,966                         0
Deferred tax liabilities:
       Net Income                           -0-                  ( 20,772)
                                    ------------------         -------------
Valuation Allowance               $ (   10,966)                $   20,772
                                   ----------------          --------------
Net deferred tax assets (liabilities)   $   -0-                  $     -0-
                                     ===============        =================

Net deferred tax assets and liabilities have been presented in the financial
statements as follows:

                                         Year Ended December 31,
                                       2002                     2001
                                       ----                     ----
Deferred income taxes - current          $    -0-       $           -0-
Deferred income taxes - non-current           -0-                   -0-
                                   ----------------      ---------------
Net deferred tax assets            $          -0-        $          -0-
                                  =================       =============

Note 6  - Leases
------------------

The Company leases 256 acres of farm land in Fannin County Texas for its planned
farming operations. The lease dated August of 1999 calls for a monthly lease
payment of $2,000 per month and expires in April 2002. The lease was continued
on a month to month basis until November 30, 2002 when the lease was terminated.

                                      F-10
<PAGE>

                             OPUS Communities, Inc.
                    (formerly Cobra Financial Services Inc.)
                          Notes to Financial Statements


During the term of the lease the Company had added some leasehold improvements
and a building to the property under lease. The Company is recording a loss on
the lease abandonment of $26,589which is the net depreciable basis of the
leasehold improvements and building.

Total rent expense for the year ended December 31, 2002 and 2001 was $22,000 and
$24,000, respectively.

Note 7 - Going Concern
-----------------------

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.

Note 8 - Notes Payable - Related Party
---------------------------------------

The major shareholder, Carlton Fleming has advanced the Company $36,423 as of
November 30, 2002. As part of the termination of the lease, the Company approved
to sell the farm equipment with a net depreciable basis of $59,010 to the major
shareholder in exchange for the outstanding balance of the note resulting in a
loss of $20,586 in the statement of operation for the year ended December 31,
2002.

Note 9  - Subsequent Events
-----------------------------

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 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.





                                      F-11
<PAGE>



ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

      During 2001 and 2002, the Company had no changes or disagreements with its
accountants, Clyde Bailey, P.C., on accounting or financial disclosures.

ITEM 8A.   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 III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Directors, Executive Officers and Control Persons

         Name                  Age     Position(s) and Office(s)
         ----                  ---     -------------------------
         Carlton Fleming       43      President, Chief Executive Officer and
                                       Director
         Dane Mc Daniel        35      Secretary, Treasurer and Director
         Casey Boaz            33      Director

     Mr. Carlton Fleming, age 43, is our president and a member of our board
of directors. Mr. Fleming has held this position since the company's inception
in 1996. From 1987 until 1992, Mr. Fleming was a branch manager for J.W. Gant, a
securities broker-dealer. From 1992 until 1996, Mr. Fleming was the branch
manager for LaJolla Capital Corporation, a securities broker-dealer, until he
co-founded Lloyd Wade Securities, Inc. Mr. Fleming retired from the securities
industry in 1996. Since his retirement, Mr. Fleming has held the position of
president of D & C Holdings, a privately held Texas corporation that conducted
business as a pre-owned automobile dealer, and R & F Enterprises, Inc., a
privately held Texas corporation that owned multiple health and tanning salons.

                                       9
<PAGE>

     Mr. Dane McDaniel, age 35, is our secretary, treasurer and a member of
our board of directors. Mr. McDaniel has been an officer and director of the
company since 1997. From 1992 until present, Mr. McDaniel has held various
positions with Hussmann Manufacturing, a company that manufactures refrigerated
coolers. Mr. McDaniel does free-lance accounting and bookkeeping for various
companies.

     Mr. Casey Boaz, age 33, is a member of our board of directors. Mr. Boaz
was also one of our original founders. He has 7 distinguished years of service
in the United States Navy from 1989-1996. Mr. Boaz is also a Gulf War veteran.
In 1996, he earned a BS/BA in management from Troy State University. Mr. Boaz
has experience in estate planning and trust preparation, investment banking and
auditing. From 1997 to 1999, he was with Metlife where he held a Series 6
license and an insurance license and provided financial planning services to
Metlife clients, including, but not limited to, advice on retirement planning,
401K plans and life insurance policies. From 1999 to 2000, Mr. Boaz was with
Union Planters Investments where he held a Series 6, 7 and insurance license and
provided Union Planters Investments' clients with financial planning services,
including, but not limited to, advice on retirement planning, 401K plans and
life insurance policies. He was employed with First Star Bank from 2000, where
he held a Series 6, 7 and insurance license and provided financial planning
services to First Star Bank's clients, including, but not limited to, advice on
retirement planning, 401K plans and life insurance policies. Mr. Boaz purchased
his current business in early 2001. He currently owns and operates Cole
Youngers, a hardware and lumber company in southern Missouri.

Compliance with Section 16(a) of the Exchange Act

     Based solely upon a review of forms 3, 4 and 5 furnished to the Company,
the Company is not aware of any persons who at any time during the fiscal year
ended December 31, 2002, was a director, officer, or beneficial owner of more
than ten percent of the Common Stock of the Company, and that they failed to
file, on a  timely basis, reports required by Section 16(a) of the Securities
Exchange Act of 1934 during such fiscal year.

     We did not have an audit committee in 2001 and 2002, because we did not
have any independent directors. We are in the process of searching for
independent directors, as well as an audit committee financial expert.

     We have not yet adopted a Code of Ethics for Business Conduct but
expect to do so in the short term.

ITEM 10.     EXECUTIVE COMPENSATION

     Any compensation received by our officers, directors, and management
personnel will be determined from time to time by our board of directors. Our
officers, directors, and management personnel will be reimbursed for any
out-of-pocket expenses incurred on our behalf.

     The table set forth below summarizes the annual and long-term compensation
for services in all capacities to us payable to our Chief Executive Officer and
our other executive officers during the year ending December 31, 2001. Our Board
of Directors may adopt an incentive stock option plan for our executive officers
which would result in additional compensation.

                                       10
<PAGE>
<TABLE>
<CAPTION>
<S>                                  <C>            <C>                 <C>                    <C>

                                                           SUMMARY COMPENSATION TABLES
                                           ------------------------------------------------------------------
                                                                 Annual Compensation
                                           ------------------------------------------------------------------
------------------------------- ------------- -------------------- --------------------- --------------------
           Name and                                                                         Other Annual
      Principal Position            Year          Salary ($)            Bonus ($)         Compensation ($)
------------------------------- ------------- -------------------- --------------------- --------------------
  Carlton Fleming, President        2002              -0-                  -0-                   -0-
------------------------------- ------------- -------------------- --------------------- --------------------
  Carlton Fleming, President         2001           $20,750                -0-                   -0-
------------------------------- ------------- -------------------- --------------------- --------------------
  Carlton Fleming, President         2000          $343,072                -0-                   -0-
------------------------------- ------------- -------------------- --------------------- --------------------
        Dane McDaniel,              2002              -0-                  -0-                   -0-
    Secretary & Treasurer
------------------------------- ------------- -------------------- --------------------- --------------------
        Dane McDaniel,              2001              -0-                  -0-                   -0-
    Secretary & Treasurer
------------------------------- ------------- -------------------- --------------------- --------------------
        Dane McDaniel,              2000              -0-                  -0-                   -0-
    Secretary & Treasurer
------------------------------- ------------- -------------------- --------------------- --------------------
</TABLE>

<TABLE>
<CAPTION>
<S>                              <C>         <C>                <C>              <C>            <C>

                                     -----------------------------------------------------------------------
                                                    Awards                               Payouts
                                     -----------------------------------------------------------------------
------------------------------ -------- ------------------ ----------------- ------------- ------------------
                                        Restricted Stock      Securities     LTIP Payouts      All Other
 Name and Principal Position               Award(s)($)        Underlying         ($)         Compensation
                                Year                           Options/                           ($)
                                                                SARs(#)
------------------------------ -------- ------------------ ----------------- ------------- ------------------
 Carlton Fleming, President     2002           -0-               -0-             -0-              -0-
------------------------------ -------- ------------------ ----------------- ------------- ------------------
 Carlton Fleming, President     2001           -0-               -0-             -0-              -0-
 ------------------------------ -------- ------------------ ----------------- ------------- ------------------
 Carlton Fleming, President     2000           -0-               -0-             -0-              -0-
------------------------------ -------- ------------------ ----------------- ------------- ------------------
       Dane McDaniel,           2002           -0-               -0-             -0-              -0-
    Secretary & Treasurer
------------------------------ -------- ------------------ ----------------- ------------- ------------------
       Dane McDaniel,           2001           -0-               -0-             -0-              -0-
    Secretary & Treasurer
------------------------------ -------- ------------------ ----------------- ------------- ------------------
       Dane McDaniel,           2000           -0-               -0-             -0-              -0-
    Secretary & Treasurer
------------------------------ -------- ------------------ ----------------- ------------- ------------------
</TABLE>

Compensation of Directors

         The Company's directors are not compensated for any meeting the board
of directors which they attend.


                                       11
<PAGE>



ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
            RELATED STOCKHOLDER MATTERS

      The following table sets forth certain information concerning the
ownership of the Company's Common Stock as of November 19, 2004, with respect
to: (i) each person known to the Company to be the beneficial owner of more than
five percent (5%) of the Company's Common Stock; (ii) all directors; and (iii)
directors and executive officers of the Company as a group. As of November 19,
2004, there were 63,880,000 shares of Common Stock issued and outstanding.

<TABLE>
<CAPTION>
        <S>                                 <C>                                   <C>                    <C>
---------------------------- ----------------------------------------- --------------------------- -----------------
      Title of Class                   Name and Address of                Amount and Nature of        Percent of
                                         Beneficial Owner               Beneficial Ownership(1)        Class(1)
---------------------------- ----------------------------------------- --------------------------- -----------------
                                  Executive Officers & Directors
---------------------------- ----------------------------------------- --------------------------- -----------------
       Common Stock                     Carlton Fleming                       42,000,000               65.7%
    ($0.001 par value)              3020 Legacy Drive, Suite 100
                                        Plano, Texas 75093
---------------------------- ----------------------------------------- --------------------------- -----------------
       Common Stock                       Dane McDaniel
    ($0.001 par value)                   17 Belaire Court
                                    Truesdale, Missouri 63383                  1,008,000                1.57%
---------------------------- ----------------------------------------- --------------------------- -----------------
       Common Stock                         Casey Boaz                         1,008,000                1.57%
    ($0.001 par value)                     RR1 Box 45B
                                    Birchtree, Missouri 65438
---------------------------- ----------------------------------------- --------------------------- -----------------
      Common Stock                 Directors and Executive Officers           44,016,000                68.9%
    ($0.001 par value)                     as a Group
                                         (3 individuals)
---------------------------- ----------------------------------------- --------------------------- -----------------
</TABLE>

         (1) The number of shares and percentage of class beneficially owned by
         the entities above is determined under rules promulgated by the SEC and
         the information is not necessarily indicative of beneficial ownership
         for any other purpose. Under such rules, beneficial ownership includes
         any shares as to which the individual has sole or shared voting power
         or investment power and also any shares which the individual has the
         right to acquire within 60 days through the exercise of any stock
         option or other right. The inclusion herein of such shares, however,
         does not constitute an admission that the named stockholder is a direct
         or indirect beneficial owner of such shares. Unless otherwise
         indicated, each person or entity named in the table has sole voting
         power and investment power (or shares such power with his or her
         spouse) with respect to all shares of capital stock listed as owned by
         such person or entity.

                                       12
<PAGE>



ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On December 1, 2002, Mr. Fleming entered into a Settlement Agreement with
the Company resolving various unsecured personal loans he had previously made
with the Company totaling $36,423 (the "Debt"). The Company owned certain farm
equipment, which it sold to Mr. Fleming in exchange for the discharge of the
Debt owned in accordant with the terms and conditions set forth in the
Settlement Agreement. As of December 31, 2002, the Company was indebted to its
president, Carlton Fleming, in the amount of $0.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

(1)     Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B
        are listed in the Index to Exhibits beginning on page 15 of this Form
        10-KSB, which is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed by Clyde Bailey, PC for professional services rendered
for the audit of the Company's annual financial statements for the fiscal years
ended December 31, 2002 and 2001 and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-QSB for those fiscal
years were $3,000 and $3,000, respectively.

Audit-Related Fees

Clyde Bailey, PC did not render any professional services for information
technology services relating to financial information systems design and
implementation for the fiscal years ended December 31, 2002 and December 31,
2001.

Tax Fees

Clyde Bailey, PC did not render any professional services for tax compliance,
tax advice, or tax planning during 2002. The fees associated for the preparation
of the 2002 and 2001 Corporate tax returns were approximately $0, and $0
respectively.

All Other Fees

The aggregate fees billed by Clyde Bailey, PC for services rendered to the
Company, other that the services described under "Audit Fees" and "Audit-Related
Fees" and tax fees amount to $0 and $0 for the fiscal years December 31, 2002
and 2001, respectively.

In discharging its oversight responsibility with respect to the audit process,
the Audit Committee of the Board of Directors obtained from the independent
auditors a formal written statement describing all relationships between the
auditors and the Company that might bear on the auditors' independence
consistent with Independence Standards Board Standard No.1, "Independence
Discussions with Audit Committees", discussed with the auditors any
relationships that may impact their objectivity and independence and satisfied
itself as to the auditors' independence.

                                       13
<PAGE>

The Committee also discussed with management and the independent auditors the
quality and adequacy of the Company's internal controls and the outsourced audit
functions, responsibilities, budgeting and staffing. The Committee reviewed with
the independent auditors their audit plans, audit scope and identification of
audit risks. The Committee discussed and reviewed with the independent auditors
all communications required by auditing standards generally accepted in the
United States of America, including those described in Statement on Auditing
Standards No. 61, as amended, "Communication with Audit Committees", and
discussed and reviewed the results of the independent auditors audit of the
financial statements. The Committee also discussed the results of the internal
audit examinations.

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 22nd day of December 2004.

                                           Opus Communities Inc.

                                           /s/ Carlton Fleming
                                           --------------------------
                                           Carlton Fleming, President

      In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

Signature                 Title                                 Date

/s/ Carlton Fleming       President, Chief Executive Officer
-----------------------   and Director                         December 22, 2004
Carlton Fleming

/s/ Dane McDaniel         Secretary, Treasurer and Director    December 22, 2004
-----------------------
Dane McDaniel


                                       14
<PAGE>



                                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)              16        Certificate of Amendment to Articles of
                             Incorporation

3(iii)             *         Bylaws of the Company. (Incorporated by reference
                             from the Company's Form 10SB12G, file number
                             000-32845, effective on June 5, 2001).

10(i)             25         Settlement Agreement by and between Cobra Financial
                             Services, Inc. and Mr. Carlton Fleming, dated
                             effective December 1, 2002.

31(i)             27         Certification of Chief Executive Officer under
                             Section 302 of the Sarbanes-Oxley Act of 2002.

31(ii)            28         Certification of Chief Financial Officer under
                             Section 302 of the Sarbanes-Oxley Act of 2002.

32(i)             29         Certification of Chief Executive Officer of Opus
                             Communities Inc. Pursuant to 18 U.S.C. ss.1350

32(i)             30         Certification of Chief Financial Officer of Opus
                             Communities Inc. Pursuant to 18 U.S.C. ss.1350

* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.

                                       15
<PAGE>



                                                                   Exhibit 3(ii)
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          COBRA FINACIAL SERVICES, INC.

                                    ARTICLE I

         COBRA FINANCIAL SERVIES, INC. (the "Corporation"), pursuant to the
provisions of Article 4.07 of the Texas Business Corporation Act, adopts these
amended and restated Articles of Incorporation, which accurately copy the
Articles of Incorporation and all amendments in effect to date. The Articles of
Incorporation, as restated and amended by these amended and restated Articles of
Incorporation, are set forth below and contain no other changes in any
provisions.

                                   ARTICLE II

         The following amendments to the Articles of Incorporation were adopted
by the shareholders of the Corporation on August 2, 2004.
         This amendment alters or changes Article One of the original Articles
of Incorporation and the full text of the provisions so offered as follow:

                                   ARTICLE ONE

         The name of the Corporation is OPUS COMMUNITIES, INC.

         This amendment adds new Articles Six, Seven, Eight, Nine and Ten to the
original Articles of Incorporation, deletes the entirety of the original Article
Eight and renumbers the remaining articles, and the full text of the provisions
so offered and added is as follows:

                                   ARTICLE SIX

                                  VOTING RIGHTS

         Except as otherwise provided in this Article or by law, or by the Board
of Directors, the Common shareholders have the exclusive right to notice of
shareholders' meetings and to vote at them.

                                  ARTICLE SEVEN

                           DENIAL OF PREEMPTIVE RIGHTS

         No shareholder of the Corporation or other person shall have any
preemeptive right to purchase or subscribe to any shares of any class or any
notes, debentures, options, warrants or other securities now or hereafter
authorized.

                                       16
<PAGE>



                                  ARTICLE EIGHT

                              NON-CUMULATIVE VOTING

         Directors shall be elected by majority vote. No shareholder of this
Corporation shall have the right to cumulate his votes.

                                  ARTICLE NINE

              MANDATORY INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

         The Corporation shall indemnify any person who was, is or is threatened
to be made a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (i) is or was a director or officer of the
Corporation, or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent that a corporation may grant indemnification to a director under
the Texas Business Corporation Act, as the same exists or may hereafter be
amended. Such right shall be a contract right and shall include the right to be
paid by the Corporation expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim of indemnification or advancement of expenses hereunder is not paid in
full by the Corporation within 90 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
Texas Business Corporation Act, but the burden of providing such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors or any committee thereof, special legal counsel, or
shareholders) to have made its determination prior to the commencement of such
action that indemnification of, or advancement of costs of defense to, the
claimant is permissible in the circumstances nor an actual determination by the
Corporation (including its Board of Directors or any committee thereof, special
legal counsel, or shareholders) that such indemnification or advancement is not
permissible, shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death of
any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his heirs, executor, administrators,
and personal representatives. The rights conferred above shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, bylaw, resolution of shareholders or directors, agreement, or
otherwise.

         The Corporation may additionally indemnify any person covered by the
grant of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.

                                       17
<PAGE>

         To the extent permitted by the applicable law, the grant of mandatory
indemnification to any person pursuant to this Article Nine shall extend to
proceedings involving the negligence of such person.

         As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit or proceeding.

                                   ARTICLE TEN

                      LIMITATION OF LIABILITY OF DIRECTORS

         To the extent permitted by the Texas Miscellaneous Corporation Laws
Act, as amended from time to time, the directors of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director.

         This amendment alters or changes Articles Six and Seven of the original
Articles of Incorporation, renumbers them, and the full text of the provisions
so offered are as follows:

                                 ARTICLE ELEVEN

                           REGISTERED OFFICE AND AGENT

         The street address of the registered office of the Corporation is 2600
Ventura Dr., Suite 1521, Plano, Texas 75093 and the name of its registered agent
at such address is Carlton Fleming.

                                 ARTICLE TWELVE

                                    DIRECTORS

         The number of directors constituting the Board of Directors is three
(3) and the name and addresses of the person who is to serve as director until
the next annual meeting of the shareholders, or until his successor or
successors are elected and qualified is:

                  Carl Fleming
                  2600 Ventura Dr., Suite 1521
                  Plano, Texas 75093

                  Dane McDaniel
                  2600 Ventura Dr., Suite 1521
                  Plano, Texas 75093

                  Casey Boaz
                  2600 Ventura Dr., Suite 1521
                  Plano, Texas 75093

                                       18
<PAGE>

         This amendment adds new Article Thirteen to the original Articles of
Incorporation, renumbers the remaining articles and the full text of the
provision so offered and added is as follows:

                                ARTICLE THIRTEEN

                                   AMENDMENTS

         The initial bylaws of this Corporation have been adopted by the Board
of Directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws is reserved to the Board of Directors.

                                   ARTICLE III

         Each statement made by these Amended and Restated Articles of
Incorporation has been effected in conformity with the provisions of the Texas
Business Corporation Act. These Amended and Restated Articles of Incorporation
and the amendments made by these Amended and Restated Articles of Incorporation
were adopted by the sole shareholder of the Corporation on August 2, 2004.

                                   ARTICLE IV

         The total number of share of the Corporation outstanding at the time of
the adoption was 10,630,000; and the number of shares entitled to vote thereon
was 10,630,000.

                                    ARTICLE V

         The holder of all of the shares outstanding and entitled to vote on
said amendments have signed a consent in writing pursuant to Article 9.10 of the
Texas Business Corporation Act adopting said amendment and any written notice
required by said Article 9.10 has been given or waived as appropriate.

                                   ARTICLE VI

         The Articles of Incorporation and all amendments and supplements to
them are superseded by the following Amended and Restated Articles of
Incorporation, which accurately copy the entire text as well as incorporate the
amendments set forth above:

                                   ARTICLE ONE

                                      NAME

         The name of the Corporation is OPUS COMMUNITIES, INC.

                                       19
<PAGE>


                                   ARTICLE TWO

                                    DURATION

         The period of duration of the Corporation is perpetual.


                                  ARTICLE THREE

                                    PURPOSES

         The purpose for which the Corporation is organized is for the
transaction of any and all lawful business for which corporations may be
incorporated under the Texas Business Corporation Act.

                                  ARTICLE FOUR

                                 SHARE STRUCTURE

                                Classes of Shares

4.01. The Corporation may issue two classes of shares, designated Common and
Preferred. The Corporation may issue a total of 120,000,000 shares. The
authorized number of Common Shares is 100,000,000 and the par value of each is
$0.001. The authorized number of Preferred shares is 20,000,000 and the par
value of each is $0.001. Both classes must be issued as fully paid,
non-assessable shares.

                            Issuing Shares in Series

4.02. The Preferred shares authorized by these articles may be issued from time
to time in series subject to the restriction, if any, set forth by the Board of
Directors.

             Authority of Board of Directors to Fix Terms of Series

4.03. All Preferred shares have equal rank and are identical, except of any
series that the Board of Directors may fix as provided in this paragraph. Each
share of each series is identical to the other shares of that series, except for
the date from which dividends on the shares are cumulative. The Board may, to
the full legal extent, fix all provisions of the shares of each series not
otherwise set forth in these articles. These designations must conform to the
provisions of these articles applicable to all series of Preferred shares. The
designations that the Board may make include, but are not limited to, the
following matters:

(a) Designating Class: Number of Shares. The distinctive designation of all
series and the number of shares to constitute each series. The number of shares
in these series may be increased (unless the Board provides otherwise in its
resolution creating the series) or decreased (but not below the number of shares
of the series then outstanding) from time to time by the Board's resolution.

                                       20
<PAGE>

(b) Dividend Rates and Rights. The annual rate of dividends payable, if any, on
the shares of all series, the date from which dividends will be cumulative on
all shares of any series issued before the record date for the first dividend on
shares of the series, and the dividend rights applicable to the shares of all
series.

(c) Redemption Price. The redemption price or prices, if any, for the shares of
each, any, or all series.

(d) Voluntary Liquidation Preferences. The amount payable on shares of each
series in case of any voluntary liquidation, dissolution, or winding up of the
Corporation's affairs.

(e) Conversion Rights. The rights, if any, of the shareholders of each series to
convert the shares into Common shares and the terms of conversion.

(f) Exchange Rights. The rights, if any, of the shareholders of each series to
exchange the shares for corporate property or indebtedness, and the terms and
condition of exchange, subject to Article 2.38 of the Business Corporation Act.

(g) Voting Rights. Any voting rights in matters other than those for which
voting rights are specifically provided in these articles; qualifications or
limitations on voting rights; relative, participating, optional, or other
special rights; and any other preferences.

                                  ARTICLE FIVE

                               BEGINNING BUSINESS

         The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of at least One Thousand
and No/100 Dollars ($1,000.00), consisting of money, labor done or property
actually received.

                                   ARTICLE SIX

                                  VOTING RIGHTS

         Except as otherwise provided in this Article or by law, or by the Board
of Directors, the Common shareholders have the exclusive rights to notice of
shareholders' meetings and to vote at them.

                                  ARTICLE SEVEN

                           DENIAL OF PREEMPTIVE RIGHTS

         No shareholder of the Corporation or other person shall have any
preemeptive right to purchase or subscribe to any shares of any class or any
notes, debentures, options, warrants or other securities now or hereafter
authorized.

                                       21
<PAGE>

                                  ARTICLE EIGHT

                              NON-CUMULATIVE VOTING

         Directors shall be elected by majority vote. No shareholder of this
Corporation shall have the right to cumulate his votes.

                                  ARTICLE NINE

              MANDATORY INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

         The Corporation shall indemnify any person who was, is or is threatened
to be made a named defendant or respondent in a proceeding (as hereinafter
defined) because the person (i) is or was a director or officer of the
Corporation, or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent that a corporation may grant indemnification to a director under
the Texas Business Corporation Act, as the same exists or may hereafter be
amended. Such right shall be a contract right and shall include the right to be
paid by the Corporation expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the Texas
Business Corporation Act, as the same exists or may hereafter be amended. If a
claim of indemnification or advancement of expenses hereunder is not paid in
full by the Corporation within 90 days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
Texas Business Corporation Act, but the burden of providing such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors or any committee thereof, special legal counsel, or
shareholders) to have made its determination prior to the commencement of such
action that indemnification of, or advancement of costs of defense to, the
claimant is permissible in the circumstances nor an actual determination by the
Corporation (including its Board of Directors or any committee thereof, special
legal counsel, or shareholders) that such indemnification or advancement is not
permissible, shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death of
any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his heirs, executor, administrators,
and personal representatives. The rights conferred above shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, bylaw, resolution of shareholders or directors, agreement, or
otherwise.

         The Corporation may additionally indemnify any person covered by the
grant of mandatory indemnification contained above to such further extent as is
permitted by law and may indemnify any other person to the fullest extent
permitted by law.


                                       22
<PAGE>

         To the extent permitted by the applicable law, the grant of mandatory
indemnification to any person pursuant to this Article Nine shall extend to
proceedings involving the negligence of such person.

         As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit or proceeding.

                                   ARTICLE TEN

                      LIMITATION OF LIABILITY OF DIRECTORS

         To the extent permitted by the Texas Miscellaneous Corporation Laws
Act, as amended from time to time, the directors of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director.

                                 ARTICLE ELEVEN

                           REGISTERED OFFICE AND AGENT

         The street address of the registered office of the Corporation is 2600
Ventura Dr., Suite 1521, Plano, Texas 75093 and the name of its registered agent
at such address is Carlton Fleming.

                                 ARTICLE TWELVE

                                    DIRECTORS

         The number of directors constituting the Board of Directors is three
(3) and the name and addresses of the person who is to serve as director until
the next annual meeting of the shareholders, or until his successor or
successors are elected and qualified is:

                  Carl Fleming
                  2600 Ventura Dr., Suite 1521
                  Plano, Texas 75093

                  Dane McDaniel
                  2600 Ventura Dr., Suite 1521
                  Plano, Texas 75093

                  Casey Boaz
                  2600 Ventura Dr., Suite 1521
                  Plano, Texas 75093


                                       23
<PAGE>

         This amendment adds new Article Thirteen to the original Articles of
Incorporation, renumbers the remaining articles and the full text of the
provision so offered and added is as follows:

                                ARTICLE THIRTEEN

                                   AMENDMENTS

         The initial bylaws of this Corporation have been adopted by the Board
of Directors. The power to alter, amend, or repeal the bylaws or adopt new
bylaws is reserved to the Board of Directors.

DATED as of this 2nd day of August, 2004.

                                               Opus Communities, Inc.


                                               By: /s/ Carl Fleming
                                               ------------------------
                                               Carl Fleming, President.

                                       24
<PAGE>


                                                                   Exhibit 10(i)
                              SETTLEMENT AGREEMENT

         THIS SETTLEMENT AGREEMENT ("Agreement") is entered into and made
effective on this 1st day of December, 2002, by and between Cobra Financial
Services, Inc., a Texas corporation with offices at 2600 Ventura #1521 Plano, TX
75093 ("Cobra"), and Mr. Carlton Fleming, resident of Texas ("Fleming"), (Cobra
and Fleming may be individually, or collectively, referred to as a "Party" or
the "Parties").

         WHEREAS, Carlton Fleming has served as President, Chief Executive
Officer and Director of the Corporation since September 16, 1996;

         WHEREAS, since 1994, Fleming has made various unsecured personal loans
to Cobra totaling $36,423.00 (the "Debt");

         WHEREAS, Cobra owns certain farm equipment which it intends to sell to
Fleming who wishes to purchase such farm equipment in exchange for the discharge
of the Debt owed in accordance with the terms and conditions of this Agreement;
and

         WHEREAS, Cobra shall sell, transfer, convey and assign all of its
rights and interests in and to that certain farm equipment to Fleming, and
Fleming shall discharge the Debt owed to Cobra in exchange for acquiring all of
Cobra's rights and interest in and to such farm equipment.

                                    Agreement

         NOW, THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as follows:

1.1      Cobra hereby agrees, immediately upon the full execution of this
         Agreement, to sell, transfer, convey and assign any and all rights and
         interest in and to that certain farm equipment to Fleming in exchange
         for the discharge by Fleming of the Debt.

1.2      Fleming hereby agrees to discharge the Debt owed by Cobra in exchange
         for all of Cobra's rights and interests in and to that certain farm
         equipment and additionally agrees to release and forever discharge
         Cobra from any liability connected to the Debt.

1.3      Cobra represents and warrants that it is the lawful owner of the farm
         equipment, free and clear of all security interests, liens,
         encumbrances, claims, and equities of any and every kind.

1.4      The Parties represent and warrant that they have full right and
         authority to enter into this Agreement and to engage in all actions set
         forth herein. Each person executing this Agreement on behalf of each
         Party warrants that he is lawfully empowered to execute this Agreement
         on behalf of each respective entity and that the execution of this
         Agreement is within the course and scope of his agency or employment
         relationship with each of those entities and thereby binds each of
         those entities.


                                       25
<PAGE>

1.5      All agreements, covenants, representations, and warranties, express and
         implied, oral and written, of the Parties to this Agreement concerning
         its subject matter are contained herein. No other agreements,
         covenants, representations, or warranties, express or implied, oral or
         written, have been made by any Party to any other Party concerning the
         subject matter of this Agreement. All prior and contemporaneous
         conversations, negotiations, possible and alleged agreements,
         representations, covenants, and warranties concerning the subject
         matter of this Agreement are merged herein. Each Party hereto, fully
         understands the consequences of this provision and has had an
         opportunity to consult with legal counsel.

1.6      Each Party hereto agrees to perform any further acts and to execute and
         deliver any further documents that may be reasonably necessary to carry
         out the provisions of this Agreement.

1.7      This Agreement shall be governed and construed in accordance with the
         laws of the State of Texas as though entered into between residents of
         the State of Texas, without reference to the principles or the conflict
         of laws.

1.8      Agreement constitutes the entire understanding between the parties, and
         there are no covenants, conditions, representations, or agreements,
         oral or written, of any nature whatsoever, other than those herein
         continued.

1.9      If any term, condition, clause, or provision of this Agreement shall be
         deemed to be void or invalid, then that term, condition, clause, or
         provision shall be stricken from this Agreement to the extent it is
         held to be void or invalid, and in all other respects this Agreement
         shall be valid and in full force and operation.

1.10     This  Agreement  may be executed in two  counterparts,  each of which
         shall be deemed an original  but both of which  together shall
         constitute one and the same agreement.

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
         the date herein above written.

COBRA FINANCIAL SERVICES, INC.,             CARLTON FLEMING
a Texas corporation

/s/ Dane McDaniel                           /s/ Carlton Fleming
------------------------                    ---------------------
Dane McDaniel                               Carlton Fleming
Chief Financial Officer



                                       26
<PAGE>




                                                                   EXHIBIT 31(i)
                                  CERTIFICATION

I, Carlton Fleming, as Chief Executive Officer of Opus Communities, Inc. (the
"Company"), certify that:

1.     I have reviewed this annual report on Form 10-KSB of the Company;

2.     Based on my knowledge, this annual 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 annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual
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 annual eport 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 year 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: December 22, 2004



/s/ Carlton Fleming
------------------------------
Carlton Fleming
Chief Executive Officer

                                       27
<PAGE>



                                                                  EXHIBIT 31(ii)
                                  CERTIFICATION

I, Dane McDaniel, as Chief Financial Officer of Opus Communities, Inc. (the
"Company"), certify that:

1.     I have reviewed this annual report on Form 10-KSB of the Company;

2.     Based on my knowledge, this annual 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 annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual
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 annual 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
              year 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: December 22, 2004



/s/ Dane McDaniel
------------------------------
Dane McDaniel
Chief Financial Officer

                                       28
<PAGE>



                                                                  EXHIBIT 32(i)

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT 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 Annual Report of Opus Communities, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002, 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: December 22, 2004                        /s/ Carlton Fleming
                                                ----------------------------
                                                Carlton Fleming
                                                Chief Executive Officer

                                       29
<PAGE>



                                                                  EXHIBIT 32(ii)

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT 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 Annual Report of Opus Communities, Inc. (the
"Company") on Form 10-KSB for the year ended December 31, 2002, 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: December 22, 2004                /s/ Dane McDaniel
                                        -------------------------------
                                        Dane McDaniel
                                        Chief Financial Officer

                                       30