UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-50014
WINFIELD FINANCIAL GROUP, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0478644
----------------- ------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2770 S. Maryland Parkway, Ste.
402, Las Vegas, NV 89109
------------------------------------ --------
(Address of principal executive offices) (Zip Code)
(702) 731-0030
---------------------------
(Registrant's telephone number, including area code)
N/A
---------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
4,894,150
PAGE-1-
WINFIELD FINANCIAL GROUP, INC.
Table of Contents
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements
Balance Sheet 4
Statement of Operations 5
Statement of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Plan of Operation 8
Item 3. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
13
Item 6. Exhibits 13
SIGNATURES 14
CERTIFICATIONS 14
PAGE-2-
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
PAGE-3-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2003
(Unaudited)
ASSETS
Cash $6,813
=============
LIABILITIES
Accounts payable $2,000
-------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 5,000,000 shares
authorized,
none issued and outstanding
Common stock, $.001 par value, 20,000,000 shares
authorized, 4,894,150 shares issued and
outstanding 4,894
Paid in capital 120,812
Deficit accumulated during the development stage (120,893)
-------------
Total Stockholders' Deficit 4,813
-------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $6,813
=============
PAGE-4-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
For the Three Months Ended March 31, 2003 and 2002 and
the Period From May 2, 2000 (Inception)
Through March 31, 2003
(Unaudited)
Inception
Through
2003 2002 March 31,
2003
------------------------------------------
Administrative expenses $5,688 $43 $120,893
------------------------------------------
Net loss $(5,688) $(43) $(120,893)
==========================================
Basic and diluted net loss per
common share $(0.00) $(0.00)
Weighted average common shares
outstanding 4,894,150 4,037,000
PAGE-5-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002 and
the Period From May 2, 2000 (Inception)
Through March 31, 2003
(Unaudited)
Inception
Through
2003 2002 March 31, 2003
-------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(5,688) $(43) $(120,893)
Adjustments to reconcile net
loss to cash used in operating
activities:
Stock issued for services
Changes in: 40,000
Accounts payable (1,600) 2,000
-------------------------------------------
NET CASH USED IN OPERATING
ACTIVITIES (7,288) (43) (78,893)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
cash 85,706
-------------------------------------------
NET CHANGE IN CASH (7,288) (43) 6,813
Cash balance, beginning 14,101 86 0
-------------------------------------------
Cash balance, ending $6,813 $43 $6,813
===========================================
PAGE-6-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Winfield
Financial Group, Inc. ("Winfield") have been prepared in accordance
with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Winfield's
latest annual report filed with the SEC on Form 10KSB. In the
opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for fiscal
year 2002, as reported in the 10KSB, have been omitted.
PAGE-7-
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements
about Winfield Financial Group, Inc.'s business, financial
condition and prospects that reflect management's assumptions and
beliefs based on information currently available. We can give no
assurance that the expectations indicated by such forward-looking
statements will be realized. If any of our management's
assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize,
Winfield Financial Group's actual results may differ materially
from those indicated by the forward-looking statements.
The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand our
customer base, managements' ability to raise capital in the future,
the retention of key employees and changes in the regulation of our
industry.
There may be other risks and circumstances that management may
be unable to predict. When used in this Quarterly Report, words
such as, "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements, as defined in Section 21E of
the Securities Exchange Act of 1934, although there may be certain
forward-looking statements not accompanied by such expressions.
The safe harbors of forward-looking statements provided by
Section 21E of the Exchange Act are unavailable to issuers of penny
stock. As we issued securities at a price below $5.00 per share,
our shares are considered penny stock and such safe harbors set
forth under the Reform Act are unavailable to us.
Plan of Operation
Winfield Financial Group, Inc. was founded under the laws of
the state of Nevada on May 2, 2000.
Since our inception we have devoted our activities to the
following:
* Raising capital;
* Establishing our business brokerage business; and
* Developing markets for the services we offer.
We intend to act primarily as a business broker, exclusively
representing sellers and advising buyers desiring to acquire
businesses. We will target sellers looking to sell their
private companies with a sales volume range from $5 to $75
million in revenues.
We have conducted our operations since May 2, 2000. We are
a development stage company. For the period from inception
to March 31, 2003, we generated no revenues and had a loss
of $120,893. We had $6,813 of cash available as of March 31,
2003. Until we secure our real estate licenses, we
anticipate expenses of a maximum of $1,195 per month,
comprised primarily of printing costs of $290, on going
computer programming and testing of $450, rent of $400 and
website expenses of $55 consisting of hosting fees. With
these overhead expenses and working only as consultants and
without the real estate licenses we can continue operations
for approximately 7 months of operations without additional
funds through October 2003. We estimate these expenses to
increase to $4,700 per month after we secure our real estate
licenses primarily due to expenses associated with marketing
our services to potential clients and referring brokers. We
anticipate we will obtain our real estate licenses July
2003. Obtaining the real estate licenses will allow
operations to continue through August 2003. Thereafter, we
will need to generate operating revenues or secure other
funding in the amount of $32,900 to remain operational until
April 1, 2004. There are no preliminary or definitive
agreements or understandings with any party for such
financing.
PAGE -8-
We can currently generate revenues through business
valuation and business consulting services. As we received
our real estate license in Nevada, we can generate revenues
from our planned business broker activities.
We raised $77,206 in net proceeds from a Nevada state
registered offering in July 2002. After payment of amounts
due GoPublicToday.com in the amount of $48,410, we intend to
use the remaining $20,036 in funds to implement our business
plan as follows:
------------------------------------------------------------------------------
Milestone or Step Expected Manner of Date When Step Should Cost of
Occurrence or Method of be Accomplished Completion
Achievement
------------------------------------------------------------------------------
Licenses
-------- File completed
Apply and obtain Application and May 2003 $125
Nevada Real Gain Nevada Real Completed
Estate License. Estate Division June 5, 2003
Approval
------------------------------------------------------------------------------
Facilities
---------- Review Buildings and
Locate and sites. September 2003 $1,500
Establish
Office
Facilities.
------------------------------------------------------------------------------
Information
Management System
-----------------
[We use the
information
management system
primarily to
build and manage
our database of
potential clients
(Sellers and Utilizing Standard May 2003 $1,500
Buyers] Information Completed
A) Establish Programs and Hardware.
Information
management Install Programs and Run May 2003
System. Tests. Completed -0-
B)Implement
Information May 2003
Management Run Audit Reports Completed
System. And Compare to Physical -0-
records.
C)Evaluate May 2003
Information Completed
Management Using Audit Results
System. Adjust -0-
Information Management
D)Adjust System.
Information
Management
System.
------------------------------------------------------------------------------
PAGE -9-
------------------------------------------------------------------------------
Personnel Utilizing Nation-List
--------- International,
A)Recruiting International Business September 2003 $1,100
Associates. [1] Brokers
Association.
B)Training
Associates. First Group of Trained
Associates. October 2003 -0-
C)Evaluating
Associates. Review First Group
Associates Results. January 2004 -0-
------------------------------------------------------------------------------
Documents
---------
A)Design forms,
Contracts, Utilize Standard December 2002 -0-
Literature and Forms Approved by Completed
Media Kits. Legal.
B)Print forms, Obtain Bids and May 2003 $290 per
Contracts, Contract for Printing. Completed month
Literature and
Media Kits.
------------------------------------------------------------------------------
Policies
-------- Utilizing Standard
A)Establish Policies and Procedures December 2002 -0-
Operation Approved by Legal. completed
Policies
And Procedures. Issue and Distribute
Associates' Handbook July 2003 $600
B)Implement
Operation
Policies and
Procedures.
------------------------------------------------------------------------------
Marketing WFG [2]
-------------
A)Finalize Plan. Determine percentage of
various Media. February 2003 -0-
B)Execute Plan Place Ads and Other Completed
Branding WFG Media $5,000
July 2003
------------------------------------------------------------------------------
Clients
-------
(Sellers & Utilizing Wall
Buyers) Street Journal,
BizBuySell.com, July 2003 $1,000
A)Implement International Business
Client Search. Brokers
Association our internal
database.
PAGE -10-
Utilizing I-Market and July 2003 $4,300
B) Implement Other Lists for
Direct Mail which contain
Campaign to information about
businesses set potential business
forth in acquired buyers and sellers.
lists of
potential Working with Sellers
clients. and Buyers To
Structure Deals.
Upon issuance -0-
of required
licenses,
License obtained
C)Servicing June 5, 2003,
Clients. beginning
solicitation of
Business Listings
to sell
------------------------------------------------------------------------------
Internet
--------
Complete WFG Web Design and Install December 2002
Site. WFG Web Site. Completed
------------------------------------------------------------------------------
Add additional Begin the Marketing and July 2003 $850
services Pages to Selling Business
Website
------------------------------------------------------------------------------
[1] We will recruit sales associates who have real estate
licenses to list and sell our businesses. It is anticipated
that a maximum of five sales associates will be recruited in
2003 who may possibly be members of Nation-List
International, International Business Brokers Association
or other like-kind professional business broker
organizations.
PAGE -11-
[2] Nationlist International, International Business Brokers
Association, and Dun and Bradstreet Marketplace list
potential businesses that may be our clients. We will
obtain information from these sources by purchasing the
information from these sources and place it in our database
once we become licensed. We will not have any formal
contracts, agreements or commitments with these
organizations, other than merely purchasing their lists for
use by us. We will not have any exclusive arrangements with
these organizations. We will not list businesses for sale
on websites maintained by these organizations. We will
attempt to secure these businesses as clients by contacting
them by e-mail, fax, telephone or regular mail. In
addition, we will contact other brokers who may have clients
we can represent. These businesses are free to list their
assets on other websites or with other entities after we
acquire the lists.
In order to become profitable, we will still need to secure
additional debt or equity funding. We hope to be able to
raise additional funds from an offering of our stock in the
future. However, this offering may not occur, or if it
occurs, may not rise the required funding. There are no
preliminary or definitive agreements or understandings with
any party for such financing.
Our ability to continue as a going concern is dependent on
our ability to raise funds to implement our planned
development; however we may not be able to raise sufficient
funds to do so. Our independent auditors have indicated
that here is substantial doubt about our ability to continue
as a going concern over the next twelve months. Our poor
financial condition could inhibit our ability to achieve our
business plan, because we are currently operating at a
substantial loss with no operating history and revenues, an
investor cannot determine if we will ever become
profitable.
If any of the steps above are not completed as presented in
the preceding milestone table, it could delay the overall
schedule and eliminate or reduce 2003 revenues.
Item 3. Controls and Procedures
Within 90 days prior to the date of filing of this report, we
carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive
Officer (who also effectively serves as the Chief Financial
Officer), of the design and operation of our disclosure controls
and procedures. Based on this evaluation, our Chief Executive
Officer concluded that our disclosure controls and procedures are
effective for gathering, analyzing and disclosing the information
we are required to disclose in the reports we file under the
Securities Exchange Act of 1934, within the time periods specified
in the SEC's rules and forms. There have been no significant
changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
this evaluation.
PAGE-12-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
Item 5. Other Information.
NONE
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
---------------------------------------------------------------------
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company.*
(b) By-Laws of the Company.*
99 Certification Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
* Incorporated by reference to the exhibits to the Company's General
Form for Registration of Securities of Small Business Issuers on Form 10-
SB, and amendments thereto, previously filed with the Commission.
PAGE-13-
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Winfield Financial Group, Inc.
------------------------------
(Registrant)
By: /s/ Robert W. Burley
-----------------------
Robert W. Burley
Chief Executive Officer,
Chief Accounting Officer
and Chief Financial Officer
Date: June 19, 2003
CERTIFICATIONS
I, Robert W. Burley, certify that:
1.I have reviewed this quarterly report on Form 10-QSB of
Winfield Financial Group, Inc.;
2.Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact, or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3.Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer
as of, and for, the periods presented in this quarterly
report.
4.I am responsible for establishing and maintaining disclosure
controls and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to
ensure that material information relating to the issuer is
made known to me, particularly during the period in which
the periodic reports are being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure
controls and procedures as of March 31, 2003 ["Evaluation
Date"]; and
(iii) Presented in the report our conclusions about the
effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5.I have disclosed, based on my most recent evaluation, to the
issuer's auditors and the audit committee of the board of
directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies in the design or
operation of internal controls which could adversely affect
the issuer's ability to record, process, summarize and
report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls (none
were so noted); and
(ii) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the issuer's internal controls (none were so noted); and
6.I have indicated in the report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: June 19, 2003
/s/ Robert W. Burley
--------------------
Robert W. Burley
Chief Executive Officer,
Chief Accounting Officer
and Chief Financial Officer
PAGE-14-