ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
[ ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 2002
[X] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period from July 1, 2002 to December 31, 2002.
Commission File Number 000-50014
WINFIELD FINANCIAL GROUP, INC.
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(Name of small business issuer in its charter)
Nevada 88-0478644
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(State or other (I.R.S. employer identification number)
jurisdiction of
incorporation or
organization)
2770 S. Maryland Parkway, Ste. 402, Las Vegas, NV 89109
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(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 731-0030
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Title of each class Name of each exchange on which registered
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Securities Registered Pursuant to Section 12(g) of the Act:
COMMON
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(Title of class)
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(Title of class)
PAGE -cover-
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. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is 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. [ ]
The issuer's revenues for its most recent fiscal year was $0.
As of the date of this filing, the Company's Common Stock is
not trading on a national exchange.
The number of shares outstanding of each of the issuer's
classes of common equity, as of March 31, 2003 was
4,894,150.
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DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-
KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2)
any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act
of 1933 ("Securities Act"). The listed documents should be
clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December
24, 1990).
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PAGE -i-
PART I........................................................... 3
ITEM 1. BUSINESS.................................................3
ITEM 2. DESCRIPTION OF PROPERTY..................................12
ITEM 3. LEGAL PROCEEDINGS........................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS..................................................13
PART II...........................................................13
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS..................................................13
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION................................................14
ITEM 7. FINANCIAL STATEMENTS.....................................17
INDEPENDENT AUDITORS' REPORT......................................18
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE......................25
PART III..........................................................25
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT......................................25
ITEM 10. EXECUTIVE COMPENSATION...................................26
ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITY HOLDERS.........................................27
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........27
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.........................27
SIGNATURES........................................................30
PAGE -ii-
FORWARD LOOKING STATEMENTS
This Annual Report contains forward-looking statements
about our business, financial condition and prospects that
reflect our 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 assumptions
should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should
materialize, Winfield'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 its 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
Report, words such as, "believes," "expects," "intends,"
"plans," "anticipates," "estimates" and similar expressions
are intended to identify and qualify forward-looking
statements, although there may be certain forward-looking
statements not accompanied by such expressions. However,
the forward-looking statements contained herein are not
covered by the safe harbors created by Section 21E of the
Securities Exchange Act of 1934.
PART I
ITEM 1. BUSINESS.
BUSINESS DEVELOPMENT
Winfield Financial Group, Inc. was founded under the
laws of the state of Nevada on May 2, 2000.
Winfield intends to operate as a business broker, primarily
representing sellers and offering its clients' businesses
for sale. It will be limiting its business to asset sale
transactions and not transactions in which businesses are
sold through the sale of stock, which will be disclosed on
our website. In other words, the company may list all or
substantially all of its assets for sale. It may not sell
its business through the sale of stock. As such, the buyers
will not acquire any of the outstanding securities of a
business in conjunction with the asset purchase. Upon a
sale of all or substantially all the assets of a business,
the shareholders of that business will continue to own all
the shares of a shell corporation. Further, it would be
likely that the seller corporation would be required under
state law to obtain shareholder approval for such sale.
A buyer who is purchasing all or substantially all of the
assets of a business in these asset purchase transactions
may give to the seller a promissory note secured by the
assets being acquired as partial consideration for the
purchase of the assets. The notes will not be convertible.
PAGE -3-
Winfield intends to advertise its clients' companies assets
for sale through a variety of media, including the internet,
newspapers and trade journals.
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. Nevertheless, our management has significant
experience in the business brokerage business in which we
intend to engage.
Since our inception we have devoted our activities to
the following:
Obtaining required licenses
During 2002 and into 2003 we are in the process of
applying for the Nevada real estate license and have
researched the required licenses in California, where we
anticipate commencing operations, and have also
researched requirements with Utah and Arizona where we
next anticipate commencing operations. All of these
states have no separate business brokers' licenses;
instead they require business brokers to be licensed real
estate brokers. These applications for California, Utah
and Arizona will be filed in late 2003.
We have scheduled an associate to obtain California Real
Estate license, required for business brokers in
California, in on or before December 2003. We received
our Nevada Real Estate license in June 2003. We are
currently researching whether a Broker or a Corporate
Broker license is required.
As we have not yet been granted the requisite licenses,
we have not represented any sellers or buyers to date.
Further, we will not retain securities broker-dealers in
pursuit of our business plan.
Locating facilities
Since our inception we have shared office space with
Financial Marketing, Inc. During this time we have
actively reviewed building sites and existing buildings
from 10,000 square feet to 30,000 square feet but have
not identified any location for acquisition.
PAGE -4-
Developing information systems/Marketing program
Our computer programmers have developed the design of
the WFG information management system for the past 2
years. We will use this system to identify potential
clients, typically sellers, and manage our business.
This system also keeps track of buyers who respond to
our advertising of business listings that we have for
sale. Our information management system continues to be
reviewed and improved since our 2000 inception. We use
the information management system primarily to build
and manage our database of potential clients.
We intend to utilize marketing sources as provided by
such entities as Wall Street Journal, Duns Marketing
(Duns & Bradstreet), Nation-List International
(www.nationlist.com), International Business Brokers
International (www.ibba.org), Property-Line
(www.propertyline.com), Commercial Marketing Group
(www.cmglv.com), www.bizbuysell.com, and
www.businessesforsale.com. As we are not able to
solicit clients until we have our license, we have not
yet subscribed to these services.
We will attempt to secure businesses in these lists 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.
Recruiting personnel
We began seeking qualified business brokers throughout
the Southwest in 2001 to become associated with us. We
have been contacting brokers through International
Business Brokers Association who are in the general
geographical areas such as San Diego, San Francisco,
Phoenix, Salt Lake City. These candidates have either
business brokerage experience or a background in
business, financial interpretation and sales.
Negotiations are on-going with several candidates.
Developing purchase, sale and related documents
The forms and documents for business purchase, sale and
related documents have been developed from established
business brokerage forms. The California Real Estate
licensing entities have approved the forms and
documents for California and Nevada business sales.
Developing our website
We have a website providing basic information about our
business on one page currently operational at
www.winfieldfinancialgroup.com. Nothing on that
website is part of this registration statement.
Additional content and features will be added when we
receive our licenses required to commence operations,
including:
PAGE -5-
* Listings of businesses for sale including a simple
summary of the inventories, equipment, general financial
information and sales price for each business listing
* Information concerning basic procedures of selling,
tips on organizing a business to sell, general methods of
estimating approximate sales price and a business survey
to begin the process.
* Information concerning our management and brokers
When we commence active operations, Winfield Financial
Group, Inc. will offer our clients and customers the
following services.
* We intend to operate as a business broker, primarily
representing sellers and offering our client's businesses as
an asset sale. We will advise our clients concerning
negotiating terms of these sales but the responsibility for
negotiating these terms will remain with the client.
Although we do provide business valuation services as
described below, we will not provide these services in
connection with our representation of sellers in the sale of
their businesses. Further, we will not assist buyers in
obtaining financing. We will focus on business transactions
with a sales volume range from $5 to $75 million in
revenues.
* We will also provide, on an infrequent basis, buyer
services to include, but not limited to, buyer-broker
agreements and individual business searches, consulting, and
negotiations in asset sale transactions.
Our revenues are primarily generated from receipt of fees
based on the price of a completed business asset sale
transactions.
Our fee structure will be as follows:
* Five percent of the first two million dollars of a
transaction's total sales price; plus
* Four percent of the second two million dollars of a
transaction's total sales price; plus
* Three percent of the third two million dollars of a
transaction's total sales price; plus
* Two percent of the fourth two million dollars of a
transaction's total sales price; plus
* One percent of a transaction's total sales price
thereafter.
When we represent buyers, although infrequently, we will
generate revenues from receipt of fees on the same schedule
as above.
PAGE -6-
In addition, we intend to offer business valuations as a
special consulting service for buyers and sellers.
The fee for each business appraisal will be based on the
scope of the engagement, as follows
* Letter of Valuation $800
* Letter of Valuation and Backup Financials $2,600
* Letter of Valuation, Backup Financials and Demographics $6,000
Further, we intend to offer business consulting services in
the area of assisting clients to obtain approval from major
automobile and truck manufacturers for the transfer of a
dealership.
Business valuation and business consulting services do not
require state licensing. Thus, we can commence providing
these services while we are waiting for our business broker
licensing requirements to be met.
Development Activities
We expended approximately $40,000 during year ended
December 31, 2000 and nothing in year ended December 31,
2001 on development activities.
Competition
We face competition from numerous business brokerage
companies, some of which are more established, benefit from
greater market recognition, have greater financial and
marketing resources, and a broader geographical base than
us. Our market is intensely competitive, highly fragmented
and subject to rapid technological change. We expect
competition to persist and intensify in the future. This
competition may diminish our market share or our ability to
gain entry into certain markets.
Our current and potential competitors are primarily local
offices of larger, more established organizations, such as:
* Nevada First Business Brokers
* Webster Business Group
* Sunbelt Business Brokers
Although unlike these companies, we are a development stage
company; however we intend to compete with these local
offices of larger, more established business brokerage firms
through the extensive background and experience of our
management in this industry.
PAGE -7-
Regulation
Under Nevada law, business brokers are required to obtain a
Nevada real estate broker license, even though we do not
intend to be involved in the offer and sale of real estate
other than in connection with the sale of a business. We
will operate under and are in the process of obtaining a
Nevada real estate broker license. As such, under relevant
Nevada law and regulations, we will be required to have and
maintain a definite place of business within the state,
which must be a room or rooms used for the transaction of
real estate business, or such business and any allied
businesses, and which must serve as the office for the
transaction of business under the authority of the license,
and where the license must be prominently displayed. We
will also be required to comply with all licensing,
disclosure and other regulations governing the operation of
real estate brokerage firms in Nevada and other states in
which we may in the future operate. California, Utah and
Arizona have comparable laws.
We received our Nevada Real Estate license in June 2003.
Employees
We currently do not have any full time employees at this
time and pay for clerical assistance as required along with
the rent of $400.00 to FMI.
Reports to Security Holdings
Annual reports
Although Winfield has not been required to do so, we intend
voluntarily to deliver annual reports to security holders.
Such annual reports will include audited financial
statements.
Periodic reports with the SEC
As of the date of this Registration Statement, Winfield
files periodic reports with the SEC as required by laws and
regulations applicable to fully reporting companies.
Availability of filings
The public may read and copy any materials we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding issuers that file electronically with
the SEC.
PAGE -8-
RISK FACTORS
Our poor financial condition means that you will be unable
to determine whether we will become profitable. If we do
not generate operating revenues or raise funding from other
sources, we will have to cease operations in August 2003.
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.
Obtaining the real estate licenses in Nevada 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.
Further, in order to become profitable, we may still need to
secure additional debt or equity funding. If it becomes
necessary, 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 raise 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 and generate revenues to
implement our planned development; however we may not be
able to raise sufficient funds or generate revenues 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.
Because our planned growth is contingent upon receiving
additional funding, you will be unable to evaluate whether
our business will be successful.
Our business development is contingent upon raising debt or
equity funding. We have no sources of funding identified.
You must consider the risks, difficulties, delays and
expenses frequently encountered by development stage
companies in our business, which have little or no operating
history, including whether we will be able to overcome the
following challenges:
PAGE -9-
* Inability to raise necessary revenue to operate for the
next 12 months or thereafter
* Advertising and marketing costs that may exceed our
current estimates
* Unanticipated development expenses
* Our ability to generate sufficient revenues to offset
the substantial costs of operating our business
Because significant up-front expenses, including
advertising, sales, and other expenses are required to
develop our business, we anticipate that we may incur losses
until revenues are sufficient to cover our operating costs.
Future losses are likely before our operations become
profitable. As a result of our lack of operating history,
you will have no basis upon which to accurately forecast
our:
* Total assets, liabilities, and equity
* Total revenues
* Gross and operating margins
* Labor costs
Accordingly, the proposed business plans described in this
registration statement may not either materialize or prove
successful and we may never be profitable. Also, you have
no basis upon which to judge our ability to develop our
business and you will be unable to forecast our future
growth.
Our officers and directors can exert control over matters
requiring stockholder approval.
Our officers and directors beneficially own approximately
73.37% of our outstanding common stock. These individuals
will be able to significantly influence all matters
requiring approval by our stockholders, including the
election of directors and the approval of significant
corporate transactions. This concentration of ownership may
also have the effect of delaying, deterring or preventing a
change in control and may make some transactions more
difficult or impossible without the support of these
stockholders.
Robert W. Burley, our president and treasurer, and Mark
Johnson, our vice president, make our management decisions;
if we lose their services, our revenues may be reduced.
Robert W. Burley, our President and Treasurer, and Mark
Johnson, our Vice President have managed our business. The
success of our business is dependent upon the expertise of
Robert W. Burley and Mark Johnson. Because Robert W. Burley
our and Mark Johnson are essential to our operations, you
must rely on their management decisions. We have not
entered into any agreement with Robert W. Burley and Mark
Johnson that would prevent them from ceasing to provide
services to our company, nor have we obtained any key man
life insurance relating to them. If we lose their services,
we may not be able to find management with comparable
experience. As a result, the loss of Robert W. Burley's or
Mark Johnson's services could reduce our revenues.
PAGE -10-
We are authorized to issue preferred stock which, if issued,
may adversely affect or reduce the market price of our
common stock.
Our directors are authorized by our articles of
incorporation to issue shares of preferred stock without the
consent of our shareholders. Our preferred stock, when
issued, may rank senior to common stock with respect to
payment of dividends and amounts received by shareholders
upon liquidation, dissolution or winding up. Our directors
will set such preferences. The issuance of such preferred
shares and the preferences given the preferred shares, do
not need the approval of our shareholders. The existence
of rights, which are senior to common stock, may reduce the
price of our common shares. We do not have any plans to issue
any shares of preferred stock at this time.
Because our common stock may considered a penny stock, our
common stock is considered a high-risk investment and is
subject to restrictions on marketability; you may be unable
to sell your shares.
If our common stock becomes tradable in the secondary
market, we may be subject to the penny stock rules adopted
by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to its customers
prior to executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity
of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
For additional details concerning the disclosure
requirements under the penny stock rules, see the section
entitled Penny Stock Considerations below.
Certain Nevada corporation law provisions could prevent a
potential takeover of us which could adversely affect the
market price of our common stock or deprive you of a premium
over the market price.
We are incorporated in the State of Nevada. Certain
provisions of Nevada corporation law could adversely affect
the market price of our common stock. Because Nevada
corporation law requires board approval of a transaction
involving a change in our control, it would be more
difficult for someone to acquire control of us. Nevada
corporate law also discourages proxy contests making it more
difficult for you and other shareholders to elect directors
other than the candidate or candidates nominated by our
board of directors. Our articles of incorporation and by-
laws contain no similar provisions.
Shares eligible for future sales under Rule 144 if sold
could reduce the market price of our shares.
PAGE -11-
There are 1,294,150 shares of our common stock held by non-
affiliates and 3,600,000 shares of our common stock held by
affiliates that Rule 144 of the Securities Act of 1933
defines as restricted securities. No shares have been sold
pursuant to Rule 144 of the Securities Act of 1933. Of the
shares owned by non-affiliates, all were sold in an offering
registered with the State of Nevada and thus may be
transferred free of any restrictions. The remaining shares
have been held for at least one year may be resold under
Rule 144.
In general, under Rule 144 as currently in effect, any of
our affiliates and any person or persons whose sales are
aggregated who has beneficially owned his or her restricted
shares for at least one year, may be entitled to sell in the
open market within any three-month period a number of shares
of common stock that does not exceed 1% of the then
outstanding shares of our common stock. Trading volume in
the common stock during the four calendar weeks preceding
such sale. Sales under Rule 144 are also affected by
limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-
affiliates who have held their restricted shares for two
years may be entitled to sell their shares under Rule 144
without regard to any of the above limitations, provided
they have not been affiliates for the three months preceding
such sale.
As a result of the provisions of Rule 144, all of the
restricted securities could be available for sale in a
public market, if developed, 90 days after this registration
statement becomes effective, November 25, 2002. The
availability for sale of substantial amounts of common stock
under Rule 144 could reduce prevailing market prices for our
securities.
ITEM 2. DESCRIPTION OF PROPERTY
Description of Property
We occupy 400 square feet of office space located at 2770
S. Maryland Parkway, Suite 402, Las Vegas, Nevada 89109.
Our telephone number is (702) 731-0030. We began leasing
space from Financial Marketing, Inc. in July 2002 on a
month to month lease basis at the rate of $400.00 per
month.
We believe that our anticipated new facilities will be
adequate to meet our current needs. However, as we continue
to implement our business plan, we may need to relocate our
headquarters office space. We anticipate such facilities
are available to meet our development and expansion needs in
existing and projected target markets for the foreseeable
future.
We do not intent to renovate, improve, or develop
properties. We are not subject to competitive conditions
for property and currently have no property to insure. We
have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to
investments in real estate mortgages. Further, we have no
policy with respect to investments in securities of or
interests in persons primarily engaged in real estate
activities.
PAGE -12-
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor
do we have knowledge of any threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We did not hold a shareholders meeting in 2002, thus there
was no vote of securities holders in 2002. We anticipate
holding an initial annual shareholder meeting in May, 2003.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market information
There is no established public trading market for our
securities and a regular trading market may not develop, or
if developed, may not be sustained. A shareholder in all
likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible
for public resales. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged
collateral for loans unless a regular trading market
develops. We have no plans, proposals, arrangements, or
understandings with any person with regard to the
development of a trading market in any of our securities.
Resales under Rule 144 and otherwise
There are 1,294,150 shares of our common stock held by non-
affiliates and 3,600,000 shares of our common stock held by
affiliates that Rule 144 of the Securities Act of 1933
defines as restricted securities. No shares have been sold
pursuant to Rule 144 of the Securities Act of 1933. Of the
shares owned by non-affiliates, all were sold in an offering
registered with the State of Nevada and thus may be
transferred free of any restrictions. The remaining shares
have been held for at least one year may be resold under
Rule 144.
In general, under Rule 144 as currently in effect, any of
our affiliates and any person or persons whose sales are
aggregated who has beneficially owned his or her restricted
shares for at least one year, may be entitled to sell in the
open market within any three-month period a number of shares
of common stock that does not exceed 1% of the then
outstanding shares of our common stock. Trading volume in
the common stock during the four calendar weeks preceding
such sale. Sales under Rule 144 are also affected by
limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-
affiliates who have held their restricted shares for two
years may be entitled to sell their shares under Rule 144
without regard to any of the above limitations, provided
they have not been affiliates for the three months preceding
such sale.
PAGE -13-
As a result of the provisions of Rule 144, all of the
restricted securities could be available for sale in a
public market, if developed, 90 days after this registration
statement becomes effective, November 25, 2002. The
availability for sale of substantial amounts of common stock
under Rule 144 could reduce prevailing market prices for our
securities.
Holders
As of July 31, 2002, we have 4,894,150 shares of Common
Stock issued and outstanding held by 76 shareholders of
record.
Dividends
We have not declared any cash dividends on our common stock
since our inception and do not anticipate paying such
dividends in the foreseeable future. We plan to retain any
future earnings for use in our business. Any decisions as
to future payments of dividends will depend on our earnings
and financial position and such other facts as the board of
directors deems relevant. We are not limited in our ability
to pay dividends on our securities.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Forward Looking Statements
Some of the statements contained in this Form 10-KSB that
are not historical facts are "forward-looking statements"
which can be identified by the use of terminology such as
"estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other
variations, or by discussions of strategy that involve risks
and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are
contained in this Form 10-KSB, reflect our current beliefs
with respect to future events and involve known and unknown
risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses.
No assurances can be given regarding the achievement of
future results, as actual results may differ materially as a
result of the risks we face, and actual events may differ
from the assumptions underlying the statements that have
been made regarding anticipated events. Factors that may
cause actual results, our performance or achievements, or
industry results, to differ materially from those
contemplated by such forward-looking statements include
without limitation:
* Our ability to maintain, attract and integrate internal
management, technical information and management information
systems;
* Our ability to generate customer demand for our services;
* The intensity of competition; and
* General economic conditions.
All written and oral forward-looking statements made in
connection with this Form 10-KSB that are attributable to us
or persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are
cautioned not to place undue reliance on such forward-
looking statements.
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 -14-
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 -15-
------------------------------------------------------------------------------
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 -16-
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 -17-
[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 7. FINANCIAL STATEMENTS
The following documents (pages F-1 to F-8) form part of
the report on the Financial Statements
PAGE
Independent Auditor's Report F-1
Balance Sheets F-2
Income Statements F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
Footnotes F-6 - F-8
PAGE -18-
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 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
PAGE-19- F1
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 2002
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 4,894
outstanding
Additional paid in capital 120,812
Deficit accumulated during the development stage (115,205)
----------
Total Stockholders' Equity 10,501
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,101
==========
See accompanying summary of accounting policies and notes to
financial statements.
PAGE-20- F2
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
-------------- ------------- ------------
General and administrative
expenses:
Consulting fees $44,500 $- $84,500
Other general and 22,205 1,227 30,705
administrative -------------- ------------- ------------
Net loss $(66,705) $(1,227) $(115,205)
============== ============= ============
Net loss per share:
Basic and diluted $(0.01) $(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-21- F3
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 3,600,000 $3,600 $1,200 $- $4,800
founders
for cash
Issuance of
common 400,000 400 39,600 - 40,000
stock for
services
Net loss - - - (40,000) (40,000)
---------- -------- ---------- ------------- -------
Balance,
June 30, 2000 4,000,000 4,000 40,800 (40,000) 4,800
Issuance of
common 37,000 37 3,663 - 3,700
stock for cash
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) -
Issuance of
common 857,150 857 76,349 - 77,206
stock for cash
Net loss - - - (66,705) (66,705)
---------- -------- ---------- ------------- -------
Balance,
December 31, 4,894,150 $4,894 $120,812 $(115,205) $10,500
2002 ========== ======== ========== ============= =======
See accompanying summary of accounting policies and notes to
financial statements.
PAGE-22- F4
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 31,
2002 2002 2002
------------ ---------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(66,705) $(1,227) $(115,205)
Adjustments to reconcile net
deficit
to cash used by operating
activities:
Common stock issued for - - 40,000
services
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 77,206 - 85,706
cash ------------ ---------- ------------
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-23- F5
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.
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.
PAGE-24- F6
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.
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.
PAGE-25- F7
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.
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.
PAGE-26- F8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None--Not Applicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
The names, ages and positions of the Company's directors and
executive officers are as follows:
NAME AGE POSITION
------------------ ------- --------------------------------
Robert Burley 57 President, Treasurer, Chief
Executive Officer and Director
Linda Burley 54 Secretary
Dr. Thomas Guthrie 55 Director
Mark Johnson 39 Vice President and Director
Daniel Geiger 58 Director
Mr. Burley has been President, Treasurer, Director, and CEO
since our inception. Mr. Burley has been President and
Corporate Broker for Financial Marketing, Inc. since January
1981 and oversees the management team of FMI. The firm has
a primary role of as a Business Broker handling the
marketing and sale of small local businesses. The firm is
also involved in business consulting and business
valuation. Robert E. Hart will take over the daily
operations of FMI as Vice President and Corporate Broker in
December 2003 relieving Mr. Burley of the daily company
management. Mr. Burley now applies 75% of time to Winfield
and 25% to FMI. It is estimated that once Mr. Hart becomes
broker for FMI, Mr. Burley will apply 95% to Winfield and 5%
to FMI. He holds a license as Corporate Real Estate Broker
issued by Nevada Real Estate Division. In 1972 he received
a Bachelor of Science degree from Ohio University, Athens
Ohio.
Linda Burley has been our secretary since inception. She
devotes a minimum time to our business. She joined The MGM
Grand Hotel in March 2000 as National Sales Manager. She
was promoted to Senior National Sales Manager in January
2002 and currently holds that position. Her
responsibilities include securing convention business for
The MGM Grand Hotel and specializes in corporate accounts
located in The Northeast United States with emphasis in the
pharmaceutical and insurance industries. Prior to joining
The MGM Grand, Ms. Burley was National Sales Manager for The
Mandalay Bay Resort from September 1998 to March 2000.
Prior to this position, she held the position for Alexis
Park Resort from August 1988 to September 1998, working as
Vice President of Sales & Marketing for that company during
her last 5 years. She currently holds the designation of
"Certified Meeting Professional," a designation offered
through the Convention Industry Council, and has held that
designation for five years. She is currently enrolled at
the University of Nevada, Las Vegas and working towards a
Bachelor of Arts degree in Communications.
Mark D. Johnson is Vice President of Winfield Financial
Group and began by joining Financial Marketing, Inc. with a
Nevada Real Estate Broker/Salesman's license in May of 2000
and became a director of Winfield Financial Group, Inc. in
January of 2002. From September of 1997 until May of 2000,
Mr. Johnson was the managing partner of Taylor-Johnson LLC,
the Dealer Development operators of a Ford Dealership in the
State of Washington. Along with being the managing partner,
Mr. Johnson was the day to day operator of the dealership
and held a license as a new car dealer in the State of
Washington. From May of 1986 to September of 1997, Mr.
Johnson was a licensed automobile dealer and owner of
Cascade 4 Wheel Drive, Inc., a truck dealership, in Seattle
Washington. Mr. Johnson attended Eastern Washington
University from September of 1981 unto May of 1986 as a
Finance Major and a Computer Science Minor. Mr. Johnson is
in the process of converting his Nevada Real Estate
Broker/Salesman license to become the Corporate Broker to be
completed by April 2003.
Dr. Thomas Guthrie is President and CEO of Southern Nevada
Certified Development Company, a federally licensed
regionally certified economic development investment-banking
firm that he formed and has worked continually since January
1983. He served as Chairman of the Nevada Delegation on the
White House Conference on Small Business in July 1995. He
received a Bachelor of Arts in Psychology and Education in
September of 1976, MBA September of 1983 and a Doctor of
Letters Degree in September of 1992 all from Clayton
University.
PAGE -27-
Daniel C. Geiger joined us in August of 2002. Since
January, 1991 he has been President of Master Plan, Inc., a
Las Vegas, NV consulting firm offering software to the
construction industry, as well as tax and accounting
assistance to various small businesses in a variety of
fields. Mr. Geiger graduated from Northeastern School of
Commerce, Bay City, and Michigan in September 1965 with an
accounting major.
Directors serve for a one-year term.
Our bylaws currently provide for a board of directors
comprised of a minimum of 3 directors.
Board Committees
We currently have no compensation committee or other board
committee performing equivalent functions. Currently, all
members of our board of directors participate in discussions
concerning executive officer compensation.
Family Relationships
Robert W. Burley, President, Treasurer, CEO and Linda B.
Burley, Secretary are husband and wife.
Legal Proceedings
No officer, director, or persons nominated for such
positions, promoter or significant employee has been
involved in legal proceedings that would be material to an
evaluation of our management.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers, and
persons who beneficially own more than 10% of a registered
class of our equity securities, to file reports of
beneficial ownership and changes in beneficial ownership of
our securities with the SEC on Forms 3 (Initial Statement of
Beneficial Ownership), 4 (Statement of Changes of Beneficial
Ownership of Securities) and 5 (Annual Statement of
Beneficial Ownership of Securities). Directors, executive
officers and beneficial owners of more than 10% of our
Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) forms that they file.
Except as otherwise set forth herein, based solely on review
of the copies of such forms furnished to us, or written
representations that no reports were required, we believe
that for the fiscal year ended December 31, 2002 beneficial
owners complied with Section 16(a) filing requirements
applicable to them to the extent they had no trading
activity in 2002. Form 5's have now been filed.
ITEM 10. EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth compensation paid to Mr.
Burley, our current president and CEO. No other executive
officer received compensation in excess of $60,000 during
that period.
Name Position Year Compensation
---------------- -------------- ------------ ------------
Robert W. Burley President, 2000,2001 & $0
Treasurer and 2002
CEO
No other annual compensation, including a bonus or other
form of compensation; and no long-term compensation,
including restricted stock awards, securities underlying
options, LTIP payouts, or other form of compensation, were
paid to this individual during these periods.
We currently have no agreements to pay compensation to any
of our executive officers.
Board Compensation
Members of our Board of Directors do not receive cash
compensation for their services as Directors, although some
Directors are reimbursed for reasonable expenses incurred in
attending Board or committee meetings.
PAGE -28-
ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITY HOLDERS
The following tables set forth the ownership, as of the date
of this registration statement, of our common stock by each
person known by us to be the beneficial owner of more than
5% of our outstanding common stock, our directors, and our
executive officers and directors as a group. To the best of
our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as
otherwise noted. There are not any pending or anticipated
arrangements that may cause a change in control of our
company.
Name and Address Number of Shares Percentage of Shares Issued
------------------------------------------------------------------------------
Robert Burley [1] 3,540,000 72.34%
2202 Marlboro Drive,
Henderson, NV 89014
Linda Burley [1] 3,540,000 72.34%
2202 Marlboro Drive,
Henderson, NV 89014
Mark Johnson 50,000 1.03%
864 Spruce Ridge Drive,
Stewart, FL 34994
------------------------------------------------------------------------------
All officers and directors as 3,590,000 73.37%
a group [3 persons]
------------------------------------------------------------------------------
GoPublicToday.com, Inc. 400,000 8.17%
Stephen Brock, President [2]
500 N. Rainbow Blvd.
Suite 300
Las Vegas, NV 89107
------------------------------------------------------------------------------
[1] Includes 2,325,000 shares held by Mr. Burley; 1,015,000
shares held by Linda Burley and 200,000 shares held by
Financial Marketing Inc. Robert W. Burley, President,
Treasurer, CEO and Linda B Burley, Secretary are husband and
wife. Robert W. Burley owns 9.1% of the stock of FMI.
Linda B. Burley also owns 8.1% of the stock of FMI.
Excludes two 5,000 share blocks of stock owned each by Jason
E. Burley and Brandon R. Burley both of which are adult
children of Robert W. and Linda B. Burley. Jason E. Burley
and Brandon R. Burley do not reside with Mr. and Mrs.
Burley.
[2] Mr. Stephen Brock is the natural person that controls
GoPublicToday.com, Inc.
This table is based upon information derived from our stock
records. Unless otherwise indicated in the footnotes to
this table and subject to community property laws where
applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned.
Applicable percentages are based upon 4,894,150 shares of
common stock outstanding as of December 31, 2002.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Winfield Financial Group does not own any real or personal
property. Financial Marketing, Inc. has provided office
services at a monthly fee of $400.00 on a month to month
basis.
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. Under Nevada law, in general
related party transactions in which there is a conflict of
interest require disclosure of the conflict approval of a
majority of the disinterested directors.
PAGE -29-
Financial Marketing, Inc. as a licensed Nevada real estate
brokerage handles the sale of small businesses, mean
businesses with less than $5,000,000 in annual revenues. As
we intend to concentrate on businesses with more than
$5,000,000 in annual revenues, we do not believe we will be
in competition with FMI. Robert W. Burley owns 9.1% of the
stock of FMI. Linda B. Burley also owns 8.1% of the stock
of FMI. Mr. Burley has been President and Corporate Broker
for FMI since January 1981 and oversees the management team
of FMI. Mr. Johnson owns no stock in FMI. He has been a
broker with FMI since May 2000.
Other than the above transactions, we have not entered into
any material transactions with any director, executive
officer, and nominee for director, beneficial owner of five
percent or more of our common stock, or family members of
such persons. Also, we have not had any transactions with
any promoter. We are not a subsidiary of any company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
None. - Not Applicable.
ITEM 14. 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 our
Principal 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 the
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 -30-
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.
Winfield Financial Group, Inc.
------------------------------
(Registrant)
Signature Title Date
------------ --------------- ----------
/s/ Robert W. Burley Chief Executive Officer June 19, 2003
-------------------- Chief Accounting Officer
Robert W. Burley and Chief Financial Officer
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/ Robert W. Burley President, June 19, 2003
-------------------- Chief Executive Officer
Robert W. Burley and Chief Financial Officer
/s/ Dr. Thomas Guthrie Director June 19, 2003
----------------------
Dr. Thomas Guthrie
/s/ Mark Johnson Director June 19, 2003
----------------
Mark Johnson
/s/ Daniel Geiger Director June 19, 2003
-----------------
Daniel Geiger
PAGE -31-
CERTIFICATIONS
I, Robert W. Burley, certify that:
1. I have reviewed this annual report on Form 10-KSB
of Winfield Financial Group, Inc.;
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;
and
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 position, results of operations, and cash
flows of the issuer as of, and for, the periods
presented in this annual 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 December
31, 2002 ["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 Financial Officer
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