UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2003
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-50014
WINFIELD FINANCIAL GROUP, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0478644.
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2770 S. Maryland Parkway, Ste.
402, Las Vegas, NV 89109
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(Address of principal executive offices) (Zip Code)
(702) 731-0030
---------------------------
(Registrant's telephone number, including area code)
N/A
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(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. Unaudited Financial Statements
PAGE-3-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 2003
(Unaudited)
ASSETS
Cash $6,813
=============
LIABILITIES
Accounts payable $2,000
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STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 5,000,000 shares
authorized,
none issued and outstanding
Common stock, $.001 par value, 20,000,000 shares
authorized, 4,894,150 shares issued and
outstanding 4,894
Paid in capital 120,812
Deficit accumulated during the development stage (120,893)
-------------
Total Stockholders' Deficit 4,813
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TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $6,813
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PAGE-4-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
For the Three Months Ended March 31, 2003 and 2002 and
the Period From May 2, 2000 (Inception)
Through March 31, 2003
(Unaudited)
Inception
Through
2003 2002 March 31,
2003
------------------------------------------
Administrative expenses $5,688 $43 $120,893
------------------------------------------
Net loss $(5,688) $(43) $(120,893)
==========================================
Basic and diluted net loss per
common share $(0.00) $(0.00)
Weighted average common shares
outstanding 4,894,150 4,037,000
PAGE-5-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2003 and 2002 and
the Period From May 2, 2000 (Inception)
Through March 31, 2003
(Unaudited)
Inception
Through
2003 2002 March 31, 2003
-------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(5,688) $(43) $(120,893)
Adjustments to reconcile net
loss to cash used in operating
activities:
Stock issued for services
Changes in: 40,000
Accounts payable (1,600) 2,000
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NET CASH USED IN OPERATING
ACTIVITIES (7,288) (43) (78,893)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
cash 85,706
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NET CHANGE IN CASH (7,288) (43) 6,813
Cash balance, beginning 14,101 86 0
-------------------------------------------
Cash balance, ending $6,813 $43 $6,813
===========================================
PAGE-6-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Winfield
Financial Group, Inc. ("Winfield") have been prepared in accordance
with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Winfield's
latest annual report filed with the SEC on Form 10KSB. In the
opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for fiscal
year 2002, as reported in the 10KSB, have been omitted.
PAGE-7-
Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements
about Winfield Financial Group, Inc.'s business, financial
condition and prospects that reflect management's assumptions and
beliefs based on information currently available. We can give no
assurance that the expectations indicated by such forward-looking
statements will be realized. If any of our management's
assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize,
Winfield Financial Group's actual results may differ materially
from those indicated by the forward-looking statements.
The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand our
customer base, managements' ability to raise capital in the future,
the retention of key employees and changes in the regulation of our
industry.
There may be other risks and circumstances that management may
be unable to predict. When used in this Quarterly Report, words
such as, "believes," "expects," "intends," "plans,"
"anticipates," "estimates" and similar expressions are intended to
identify forward-looking statements, as defined in Section 21E of
the Securities Exchange Act of 1934, although there may be certain
forward-looking statements not accompanied by such expressions.
The safe harbors of forward-looking statements provided by
Section 21E of the Exchange Act are unavailable to issuers of penny
stock. As we issued securities at a price below $5.00 per share,
our shares are considered penny stock and such safe harbors set
forth under the Reform Act are unavailable to us.
Plan of Operation
Winfield Financial Group, Inc. was founded under the laws of
the state of Nevada on May 2, 2000.
Since our inception we have devoted our activities to the
following:
* Raising capital;
* Establishing our business brokerage business; and
* Developing markets for the services we offer.
We intend to act primarily as a business broker, exclusively
representing sellers and advising buyers desiring to acquire
businesses. We will target sellers looking to sell their private
companies with a sales volume range from $5 to $75 million in
revenues.
We have conducted our operations since May 2, 2000. We are a
development stage company. For the period from inception to March
31, 2003, we generated no revenues and had a loss of $120,893. We
had $6,813 of cash available as of March 31, 2003. We had $8,343
of cash available as of March 31, 2003. Until we secure our real
estate licenses, we anticipate expenses of a maximum of $1,195 per
month, comprised primarily of printing costs of $290, on going
computer programming and testing of $450, rent of $400 and website
expenses of $55 consisting of hosting fees. With these overhead
expenses and working only as consultants and without the real
estate licenses we can continue operations for approximately 7
months of operations without additional funds through October 2003.
We estimate these expenses to increase to $4,700 per month after we
secure our real estate licenses primarily due to expenses
associated with marketing our services to potential clients and
referring brokers. We anticipate we will obtain our real estate
licenses July 2003. Obtaining the real estate licenses will allow
operations to continue through August 2003. Thereafter, we will
need to generate operating revenues or secure other funding in the
amount of $32,900 to remain operational until April 1, 2004. There
are no preliminary or definitive agreements or understandings with
any party for such financing.
PAGE-8-
We 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 are using the remaining $20,036 in funds
to implement our business plan as follows:
Milestone or Expected Manner of Date When Step Cost of Completion
Step Occurrence or Should be
Method of Accomplished
Achievement
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Licenses
File completed
Apply and Application and May 2003 $125
obtain Gain Nevada Real
Nevada Real Estate Division
Estate License. Approval
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Facilities Review Buildings
Locate and and sites. September 2003 $1,500
Establish
Office
Facilities.
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Information
Management
System [We use
the information
management
system
primarily to
build and
manage our
database of Utilizing Standard May 2003 $1,500
potential Information
clients Programs and
(Sellers and Hardware.
Buyers] May 2003
A) Establish Install Programs -0-
Information and Run Tests.
management
System. May 2003
B)Implement Run Audit Reports -0-
Information And Compare to
Management Physical records. May 2003
System.
C)Evaluate Using Audit -0-
Information Results Adjust
Management Information
System. Management System.
D)Adjust
Information
Management
System.
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Personnel Utilizing Nation-
List
A)Recruiting International, September 2003 $1,100
Associates. [1] International
Business Brokers
B)Training Association.
Associates.
First Group of October 2003 -0-
C)Evaluating Trained
Associates. Associates.
January 2004 -0-
Review First Group
Associates
Results.
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PAGE-9-
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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 $3,000
Contracts, Contract for
Literature and Printing.
Media Kits.
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Policies Utilizing Standard
A)Establish Policies and December 2002 -0-
Operation Procedures completed
Policies Approved by Legal.
And Procedures.
Issue and July 2003 $600
B)Implement Distribute
Operation Associates'
Policies and Handbook
Procedures.
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Marketing WFG
[2] Determine
A)Finalize percentage of February 2003 -0-
Plan. various Media. Completed
Place Ads and $5,000
B)Execute Plan Other Media July 2003
Branding WFG
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Clients
(Sellers & Utilizing Wall
Buyers) Street Journal,
BizBuySell.com, July 2003 $1,000
A)Implement International
Client Search. Business Brokers
Association our
internal database.
Utilizing I-Market July 2003 $4,300
B) Implement and Other Lists
Direct Mail for
Campaign to which contain
businesses set information about
forth in potential business
acquired lists buyers and
of potential sellers.
clients.
Working with February 2003 -0-
Sellers and Buyers Completed
To Structure
Deals.
C)Servicing
Clients.
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Internet
Complete WFG Design and Install December 2002
Web Site. WFG Web Site. completed
Add additional Begin the July 2003 $850
services Pages Marketing and
to Website Selling Business
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PAGE-10-
[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] Nationalist International, International Business Brokers
Association, and Dun and Bradstreet Marketplace list potential
businesses that may be our clients. We will obtain information
from these sources by purchasing the information from these sources
and place it in our database once we become licensed. We will not
have any formal contracts, agreements or commitments with these
organizations, other than merely purchasing their lists for use by
us. We will not have any exclusive arrangements with these
organizations. We will not list businesses for sale on websites
maintained by these organizations. We will attempt to secure these
businesses as clients by contacting them by e-mail, fax, telephone
or regular mail. In addition, we will contact other brokers who
may have clients we can represent. These businesses are free to
list their assets on other websites or with other entities after we
acquire the lists.
In order to become profitable, we will still need to secure
additional debt or equity funding. We hope to be able to raise
additional funds from an offering of our stock in the future.
However, this offering may not occur, or if it occurs, may not rise
the required funding. There are no preliminary or definitive
agreements or understandings with any party for such financing.
Our ability to continue as a going concern is dependent on our
ability to raise funds to implement our planned development;
however we may not be able to raise sufficient funds to do so. Our
independent auditors have indicated that here is substantial doubt
about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our
ability to achieve our business plan, because we are currently
operating at a substantial loss with no operating history and
revenues, an investor cannot determine if we will ever become
profitable.
If any of the steps above are not completed as presented in
the preceding milestone table, it could delay the overall schedule
and eliminate or reduce 2003 revenues.
Item 3. Controls and Procedures
Within 90 days prior to the date of filing of this report, we
carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive
Officer (who also effectively serves as the Chief Financial
Officer), of the design and operation of our disclosure controls
and procedures. Based on this evaluation, our Chief Executive
Officer concluded that our disclosure controls and procedures are
effective for gathering, analyzing and disclosing the information
we are required to disclose in the reports we file under the
Securities Exchange Act of 1934, within the time periods specified
in the SEC's rules and forms. There have been no significant
changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
this evaluation.
PAGE-11-
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
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3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company.*
(b) By-Laws of the Company.*
99 Certification Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
* Incorporated by reference to the exhibits to the Company's General
Form for Registration of Securities of Small Business Issuers on Form 10-
SB, and amendments thereto, previously filed with the Commission.
PAGE-12-
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: May 15, 2003
CERTIFICATIONS
I, Robert W. Burley, certify that:
1.I have reviewed this quarterly report on Form 10-QSB of
Winfield Financial Group, Inc.;
2.Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact, or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3.Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer
as of, and for, the periods presented in this quarterly
report.
4.I am responsible for establishing and maintaining disclosure
controls and procedures for the issuer and have:
(i) Designed such disclosure controls and procedures to
ensure that material information relating to the issuer is
made known to me, particularly during the period in which
the periodic reports are being prepared;
(ii) Evaluated the effectiveness of the issuer's disclosure
controls and procedures as of March 31, 2003 ["Evaluation
Date"]; and
(iii) Presented in the report our conclusions about the
effectiveness of the disclosure controls and procedures
based on my evaluation as of the Evaluation Date;
5.I have disclosed, based on my most recent evaluation, to the
issuer's auditors and the audit committee of the board of
directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies in the design or
operation of internal controls which could adversely affect
the issuer's ability to record, process, summarize and
report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls (none
were so noted); and
(ii) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the issuer's internal controls (none were so noted); and
6.I have indicated in the report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 15, 2003
/s/ Robert W. Burley
--------------------
President, CEO, Principal Financial Officer and Principal
Accounting Officer
PAGE-13-