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: June 30, 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. 12
Item 6. Exhibits 12
SIGNATURES 13
CERTIFICATIONS 13
PAGE-2-
PART I - FINANCIAL INFORMATION
Item 1. Restated Financial Statements and Unaudited Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Winfield Financial Group, Inc.
(A Development Stage Company)
Las Vegas, Nevada
We have audited the accompanying balance sheet of Winfield
Financial Group, Inc. as of December 31, 2002, and the related
statements of operations, stockholders' equity, and cash flows
for the six months then ended and the year ended June 30, 2002
and for the period from May 2, 2000 (Inception) through December
31, 2002. These financial statements are the responsibility of
Winfield Financial's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we 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. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Winfield Financial Group, Inc. as of December 31, 2002, and
the results of its operations and its cash flows for the six
months then ended and the year ended June 30, 2002 and for the
period from May 2, 2000 (Inception) through December 31, 2002, in
conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements as of December 31, 2002 and
for the year then ended have been restated to correct errors as
described in Note 6.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, Winfield has incurred
losses of $115,205 form its inception. Winfield will require
additional working capital to develop its business until Winfield
either (1) restart operations and achieve a level of revenues
adequate to generate sufficient cash flows from operations; or
(2) obtain additional financing. These conditions raise
substantial doubt about Winfield's ability to continue as a going
concern. Management's plans in regard to this matter are also
described in Note 2. The accompanying consolidated financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.
Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com
March 14, 2003, except for Note 2, which is as of April 23, 2003
and Note 6, which is as of July 22, 2003
PAGE-3-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 2002
Restated
ASSETS
Cash $ 14,101
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,600
---------
Commitments
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 5,000,000 authorized, -
None issued and authorized
Common stock, $.001 par value, 20,000,000 shares
Authorized, 4,894,150 shares issued and outstanding 4,894
Additional paid in capital 169,222
Deficit accumulated during the development stage (163,615)
---------
Total Stockholders' Equity 10,501
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,101
=========
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-4-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Six Months Ended December 31, 2002 and Year Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002
Six Months Inception
Ended Year Ended Through
December 31, June 30, December 31,
---------- ---------- -----------
2002 2002 2002
---------- ---------- -----------
Restated Restated
General and administrative expenses:
Consulting fees $ 44,500 $ - $ 84,500
Other general and administrative 22,205 1,227 30,705
Provision for doubtful accounts 48,410 - 48,410
---------- ---------- -----------
Net loss $(115,115) $ (1,227) $(163,615)
========== ========== ===========
Net loss per share:
Basic and diluted $ (0.02) $ (0.00)
========== ==========
Weighted average shares outstanding:
Basic and diluted 4,824,274 4,037,000
========== ==========
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-5-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended December 31, 2002 and Years Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002
Deficit
accumulated
Additional during the
Common Stock paid in development
capital Stage Total
Shares Amount
----------- ---------- ----------- ----------- -----------
Issuance of common
stock to founders
for cash 3,600,000 $3,600 $ 1,200 $ - $ 4,800
Issuance of common
stock for services 400,000 400 39,600 - 40,000
Net loss - - - (40,000) (40,000)
----------- ---------- ----------- ----------- -----------
Balance,
June 30, 2000 4,000,000 4,000 40,800 (40,000) 4,800
Issuance of common
stock for cash 37,000 37 3,663 - 3,700
Net loss - - - (7,273) (7,273)
----------- ---------- ----------- ----------- -----------
Balance,
June 30, 2001 4,037,000 4,037 44,463 (47,273) 1,227
Net loss - - - (1,227) (1,227)
----------- ---------- ----------- ----------- -----------
Balance,
June 30, 2002 4,037,000 4,037 44,463 (48,500) -
Stock subscription
receivable - - 48,410 - 48,410
Issuance of common
stock for cash 857,150 857 76,349 - 77,206
Net loss - restated - - - (115,115) (115,115)
----------- ---------- ----------- ----------- -----------
Balance,
December 31, 2002 4,894,150 $4,894 $169,222 $(163,615) $ 10,501
=========== ========== =========== =========== ===========
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-6-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 2002 and Year Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002
Six Months Year Inception
Ended Ended Through
December 31, June 30, December
2002 2002 31, 2002
----------- ---------- ----------
Restated Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(115,115) $(1,227) $(163,615)
Adjustments to reconcile net deficit
to cash used by operating
activities:
Common stock issued for services - - 40,000
Bad debt 48,410 - 48,410
Net change in:
Accounts payable 3,600 - 3,600
----------- ---------- ----------
CASH FLOWS USED IN OPERATING ACTIVITIES
(63,105) (1,227) (71,605)
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 77,206 - 85,706
----------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 14,101 (1,227) 14,101
Cash, beg. of period - 1,227 -
----------- ---------- ----------
Cash, end of period $ 14,101 $ - $ 14,101
=========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ - $ - $ -
Income tax paid $ - $ - $ -
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-7-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
Nature of business
Winfield Financial Group, Inc. ("Winfield Financial") has been
organized to provide consulting services as a business broker.
Winfield Financial was incorporated in the state of Nevada on May
2, 2000. Winfield Financial will provide consulting services
primarily for sellers offering businesses with a sales range of
up to approximately $75,000,000 in annual revenues. Winfield
Financial has changed its fiscal year end from June 30 to
December 31, effective for the six months ended December 31,
2002.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America and requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the balance sheet. Actual results could differ from
those estimates.
Income Taxes
Winfield Financial accounts for income taxes under the asset and
liability approach. The asset and liability approach is used to
recognize deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities.
Winfield Financial records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to
be realized.
Stock-Based Compensation
Winfield Financial accounts for stock-based compensation under
the intrinsic value method. Under this method, Winfield
Financial recognizes no compensation expense for stock options
granted when the number of underlying shares is known and
exercise price of the option is greater than or equal to the fair
market value of the stock on the date of grant.
Winfield Financial accounts for non-cash stock-based compensation
issued to non-employees in accordance with the provisions of SFAS
No. 123 and EITF No. 96-18, Accounting for Equity Investments
That Are Issued to Non-Employees for Acquiring, or in Conjunction
with Selling, Goods or Services. Common stock issued for
services are measured at the date of grant and are expensed as
the services are performed.
PAGE-8-
Revenue Recognition
Revenues are recognized from services rendered to buyers and
sellers of businesses and or assets. Revenue is recognized when
a firm sales agreement is in place, delivery has occurred, the
price is fixed and determinable and collectibility is reasonably
assured. Winfield Financial will receive a percentage of the
total sales or purchase price.
Other revenues are recorded as services are performed.
Basic Loss per Common Share.
Basic loss per share has been calculated based on the weighted
average number of shares of common stock outstanding during the
period.
Recent Accounting Pronouncements
Winfield Financial does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on
Winfield Financial's results of operations, financial position or
cash flow.
NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN
Winfield has historically incurred losses, and through December
31, 2002 has incurred losses of $115,205 from its inception.
Because of these historical losses, Winfield will require
additional working capital to develop its business operations.
Winfield intends to raise additional working capital through
private placements, public offerings and/or bank financing. As
of March 14, 2003, Winfield is in discussions with several
investors, however no definitive agreements have been reached.
There are no assurances that Winfield will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash
flow from operations; or (2) obtain additional financing through
either private placements, public offerings and/or bank financing
necessary to support Winfield's working capital requirements. To
the extent that funds generated from operations and any private
placements, public offerings and/or bank financing are
insufficient, Winfield will have to raise additional working
capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable
to Winfield. If adequate working capital is not available
Winfield may not increase its operations.
PAGE-9-
These conditions raise substantial doubt about Winfield's ability
to continue as a going concern. The financial statements do not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should
Winfield be unable to continue as a going concern.
NOTE 3 - STOCKHOLDERS' EQUITY
The initial authorized capital of Winfield Financial consisted of
20,000,000 shares at $.001 par value common stock and 5,000,000
shares of $.001 par value preferred stock.
In July 2002, Winfield Financial issued 857,150 shares of common
stock for cash proceeds of $77,206 or $0.10 per share, net of
expenses.
In February 2001, Winfield Financial issued 37,000 shares of
common stock for cash proceeds of $3,700 or $0.10 per share.
In May 2000, Winfield Financial issued 3,600,000 shares of common
stock to Winfield Financial's founders for $4,800 or $0.0013 per
share.
In May 2000, Winfield Financial approved entering into various
consulting agreements for financial and marketing services,
whereby the consultants would be issued 400,000 shares of
Winfield Financial's common stock for services to be rendered to
Winfield Financial from May 2000 through June 2000. Winfield
Financial recorded consulting expense of $40,000 or the fair
value of the services provided.
NOTE 4 - INCOME TAXES
For the six months ended December 31, 2002, Winfield Financial
incurred net losses and, therefore, has no tax liability. The
net deferred tax asset generated by the loss carry-forward has
been fully reserved. The cumulative net operating loss carry-
forward is approximately $77,000 at June 30, 2002, and will
expire in the years 2020 through 2022.
Deferred income taxes consist of the following at December 31:
2002
Long-term: --------
Deferred tax assets $ 26,000
Valuation allowance (26,000)
--------
$ -
========
NOTE 5 - RELATED PARTY TRANSACTIONS
Winfield Financial neither owns nor leases any real or personal
property as of December 31, 2002. An officer has provided office
services without charge. Such costs are immaterial to the
financial statements and accordingly are not reflected herein.
The officers and directors are involved in other business
activities and most likely will stay involved in other business
activities in the future. If a specific business opportunity
becomes available, such persons may face a conflict of interest.
A policy for handling such a conflict has not yet been
formulated.
PAGE-10-
Winfield Financial entered into a month-to-month lease for office
space beginning July 2002 with an affiliated entity of the
President for $400 per month. Rent expense was $2,400 for the
six months ended December 31, 2002.
Winfield has an oral arrangement with Financial Marketing, Inc.,
a shareholder, who has agreed to make a capital contribution of
$50,000 to Winfield to reimburse fees paid to meet its obligation
with GoPublicToday.com. In July, 2002, Winfield completed a
private offering of common stock in accordance with Regulation D,
Rule 504 of the Securities Act, and the registration by
qualification of said offering in the State of Nevada, whereby
Winfield sold 857,150 shares of its voting common stock at $.10
per share, for a total of $85,715. In connection with the
private placement Winfield Financial incurred direct costs of
$8,509 paid to Brett Bleazard as agent of the issuer as provided
under Nevada law for net proceeds of $77,206. In addition,
Winfield Financial inadvertently paid GoPublicToday.com, Inc.
$48,410 of offering proceeds under a contract between FMI and
GoPublicToday.com, Inc., which left net proceeds of $20,287.
However, research into the formation of Winfield has shown that
FMI orally agreed upon formation make an equity contribution of
$50,000 to Winfield upon demand to meet the obligation to
GoPublicToday.com under the contract set forth above. At the
time the payment was made to GoPublicToday.com, Inc., the parties
had forgotten about the oral understanding, which was never
reduced to writing, and thus the payment was inadvertently made
directly by Winfield rather than by FMI as the parties had
originally contemplated. Although no payments have been made on
this obligation as of the date of this registration statement,
FMI has indicated in writing that it fully intends to make this
payment when funds are available.
NOTE 6 - RESTATEMENT OF FINANCIAL STATEMENTS
The accompanying financial statements at December 31, 2002 and
for the year then ended have been restated to correct an error in
the recording of the receivable from FMI. Winfield did not
initially record a receivable from FMI for $48,410 based on the
oral understanding discussed above. Winfield determined the
receivable should be recorded based on the agreement. Winfield
also determined FMI did not have funds available to pay the
subscription receivable and recorded bad debt expense.
The income statement effect of this restatement is to increase
the net loss at December 31, 2002 by $48,410. The $48,410 was
included in bad debt expense. The balance sheet effect was an
increase in additional paid in capital of $48,410 and accumulated
deficit of $48,410.
PAGE-11-
Unaudited Financial Statements
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 2003
Restated
ASSETS
Cash $ 6,011
=========
LIABILITIES
Accounts payable $ 3,940
---------
STOCKHOLDERS' EQUITY
Preferred stock; $.001 par value, 5,000,000 authorized,
none issued and outstanding
Common stock, $.001 par, 20,000,000 shares
authorized, 4,894,150 shares issued and outstanding 4,894
Paid in capital 169,222
Deficit accumulated during the development stage (172,045)
---------
Total Stockholders' Equity 2,071
---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,011
=========
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-12-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
Three and Six Months Ended June 30, 2003 and 2002 and
Period From May 2, 2000 (Inception)
Through June 30, 2003
Three Months Six Months Inception
Ended Ended Through
2003 2002 2003 2002 2003
-------- -------- -------- -------- ---------
Restated
Administrative expenses $ 2,742 $ 43 $ 8,430 $ 86 $ 172,045
-------- -------- -------- -------- ---------
Net loss $ (2,742) $ (43) $ (8,430) $ (86) $(172,045)
======== ======== ======== ======== =========
Basic and diluted net
loss per common share $(0.00) $(0.00) $ (0.00) $ (0.00)
Weighted average common
shares outstanding 4,894,150 4,037,000 4,894,150 4,037,000
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-13-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2003 and 2002 and
Period from May 2, 2000 (Inception)
Through June 30, 2003
Inception
Through
2003 2002 2003
-------- -------- ---------
Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,430) $ (86) $(172,045)
Adjustments to reconcile net loss
to cash used in operating activities:
Stock issued for services 40,000
Bad debt 48,410
Changes in:
Accounts payable 340 3,940
-------- -------- ---------
NET CASH USED IN OPERATING ACTIVITIES (8,090) (86) ( 79,695)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 85,706
-------- -------- ---------
NET CHANGE IN CASH (8,090) (86) 6,011
Cash balance, beginning 14,101 86 0
-------- -------- ---------
Cash balance, ending $ 6,011 $ 0 $ 6,011
======== ======== =========
See accompanying summary of accounting policies and notes
to financial statements.
PAGE-14-
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.
NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS
The accompanying financial statements at December 31, 2002 and
for the year then ended have been restated to correct an error in
the recording of the receivable from Financial Marketing, Inc.
("FMI") to reimburse Winfield for its obligation to
GoPublicToday.com. Winfield did not initially record a
receivable from FMI for $48,410 based on the oral understanding
for FMI to pay certain fees to GoPublicToday.com. Winfield
determined the receivable should be recorded based on the
agreement at December 31, 2002. Winfield also determined FMI did
not have funds available to pay the subscription receivable and
recorded bad debt expense for the year ended December 31, 2002.
The income statement effect of this restatement is to increase
the net loss at December 31, 2002 by $48,410. The $48,410 was
included in bad debt expense. The balance sheet effect was an
increase in additional paid in capital of $48,410 and accumulated
deficit of $48,410 at December 31, 2002.
PAGE-15-
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.
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 June
30, 2003, we generated no revenues and had a loss of $123,635.
We had $6,011 of cash available as of June 30, 2003. Current
expenses are 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. When we obtained our Nevada real estate license
in June 2003, we began utilizing telephone solicitation at minimal
cost in order to secure business listings. With these overhead
expenses we can continue operations for approximately 3 months of
operations without additional funds through October 2003.
Thereafter, we will need to generate operating revenues or secure
other funding on or before October 2003 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, although we have secured a contract for $67,000 with
payment not being made until the ESOP which is the subject of that
contract actually funds. We cannot predict when, if ever, that will
happen. After we begin generating operating revenues, we intend to
increase our marketing expenses for potential clients and referring
brokers of $4,700 per month.
PAGE-16-
We recently received our real estate license in Nevada and now
can generate revenues from our planned business broker
activities. We hope to generate revenues through
business valuation and business consulting services. As of
July 17, 2003, we have not generated any operating revenues.
We signed our first consulting agreement on July 15, 2003
for $67,000 to provide strategic analysis and planning for a
client's company goals over the next six months scheduled to be
paid on or before January 2004.
We raised $77,206 in net proceeds from a Nevada state
registered offering in July 2002. After payment made to
GoPublicToday.com in the amount of $48,410, we've been using
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 $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-17-
------------------------------------------------------------------------------
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 August 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
August 2003
------------------------------------------------------------------------------
Clients
-------
(Sellers & Utilizing Wall
Buyers) Street Journal,
BizBuySell.com, Begun June 2003 $1,000
A)Implement International Business
Client Search. Brokers
Association our internal
database.
PAGE-18-
Utilizing I-Market and August 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.
Nevada Real Estate
License obtained -0-
C)Servicing June 5, 2003,
Clients. begun soliciting
businesses to sell
------------------------------------------------------------------------------
Internet
--------
Complete WFG Web Design and Install December 2002
Site. WFG Web Site. Completed
------------------------------------------------------------------------------
Add additional Begin the Marketing and September 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.
[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.
PAGE-19-
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
The Corporation maintains disclosure controls and procedures
designed to ensure that information required to be disclosed
in reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported
within the specified time periods. As of the end of the
period covered by this report, the Corporation's Chief
Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Corporation's disclosure controls and
procedures. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, the
Corporation's Chief Executive Officer and Chief Financial
Officer concluded that the Corporation's disclosure controls
and procedures are effective as of the end of the period
covered by this report. There were no changes in the
Corporation's internal control over financial reporting that
occurred during the Corporation's most recent fiscal quarter
that have materially affected, or are reasonably likely to
materially affect, the Corporation's internal control over
financial reporting.
PAGE-20-
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.*
31 Certification
32 Certification
* 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-21-
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
President, CEO, Principal Financial Officer and Principal
Accounting Officer
Date: October 29, 2003
PAGE-22-