UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment 8
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
WINFIELD FINANCIAL GROUP, INC.
----------------------------------
(Name of Small Business Issuers in its charter)
NEVADA 88-0478644
-------------- --------------
(State of other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)
2770 S. Maryland Parkway,
Suite 402, Las Vegas, NV 89109
-------------------------- -------
(Address of principal (zip code)
executive offices)
Issuer's telephone number: 702-731-0030
Securities to be registered under section 12(b) of the Act: None
Securities to be registered under section 12(g) of the Act:
20,000,000 shares of Common Stock, par value $0.001
5,000,000 shares of Preferred Stock, par value $0.001
PAGE-1-
TABLE OF CONTENTS
PART I - ITEM 1. DESCRIPTION OF BUSINESS 3
PART I - ITEM 2. PLAN OF OPERATIONS 12
PART I - ITEM 3. DESCRIPTION OF PROPERTY 16
PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 16
PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS 17
PART I - ITEM 6. EXECUTIVE COMPENSATION 20
PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 20
PART I - ITEM 8. DESCRIPTION OF SECURITIES 21
PART II - ITEM 1. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 22
PART II - ITEM 2. LEGAL PROCEEDINGS 23
PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 23
PART II - ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 23
PART F/S. FINANCIAL STATEMENTS 27
PART III - ITEM 1. EXHIBITS 35
PAGE-2-
PART I - ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Winfield Financial Group, Inc. was founded under the
laws of the state of Nevada on May 2, 2000.
Winfield operates 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 as disclosed on our website.
In other words, a client 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 asses 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.
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 June 30, 2003, we generated no revenues and had a loss
of $123,635. We had $6,011 of cash available as of June
30, 2003. Nevertheless, our management has significant
experience in the business brokerage business in which we
are engaged.
Since our inception we have devoted our activities to
the following:
Obtaining required licenses
We obtained our Nevada corporate broker real estate license
through William McKay, our Vice President and Corporate
Broker, license number 56261, in June 2003. We have
researched the required licenses in California, where we
anticipate commencing operations in the future, and also in
with Utah and Arizona where we later anticipate commencing
operations. All of these states have no separate business
brokers' licenses; instead they require business brokers to
be licensed real estate brokers in their state.
We have scheduled an associate to obtain California Real
Estate license, required for business brokers in California,
in on or before December 2003. We anticipate applications
for Utah and Arizona will be filed in 2004.
PAGE-3-
Because we have just been granted our Nevada Real Estate
license, we are now soliciting business to list but as of
July 25, 2003, we have no clients. 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.
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 ultimately intend to utilize some subscription sources
such as Wall Street Journal, www.bizbuysell.com, Duns
Marketing (Duns & Bradstreet), Nation-List International
(www.nationlist.com), www.businessesforsale.com,
International Business Brokers International (www.ibba.org),
Property-Line (www.propertyline.com), and Commercial
Marketing Group (www.cmglv.com).
We have not yet subscribed to these services, but intend
to do so when we generate operating revenues.
We have commenced to attempt to secure businesses as
clients by contacting them by e-mail, fax, telephone or
regular mail. We are using telephone solicitation from
telephone directories to find business listings until
we generate operating revenues. In addition, we will
be contacting 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.
PAGE-4-
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. We have approved 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, including:
* Listings of businesses for sale including a simple
summary of the inventories, equipment, general
financial information and sales price for each
business listing from the current on going telephone
solicitation.
* 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. This will be
completed in September 2003.
* Information concerning our management and brokers.
This will be completed in September 2003.
Winfield Financial Group offers our clients and customers
the following services.
* We intend to operate as a business broker, primarily
representing sellers and offering our clients' 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 clients. 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.
PAGE-5-
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.
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 commenced providing
these services while we were waiting for our business broker
license.
We have signed our first consulting agreement on July 15, 2003
for $67,000 to provide strategic analysis and planning for a
client's company goals over the next six months. Specifically,
we are assisting the client to locate a firm that structures
and provides loans to fund a planned ESOP. We are paid at the
time the ESOP funds.
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.
PAGE-6-
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.
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
are operating under Nevada Real Estate license number 56261
with Mr. William McKay as our Vice President and Corporate
Broker. Nevada regulations require us to have and maintain
a definite place of business within the State of Nevada,
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
are also 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.
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. Mr. McKay is working on
commission basis as opposed to a W-2 employee.
Reports to Shareholders
As a result of this filing, we will become subject to the
information and reporting requirements of the Securities
Exchange Act of 1934 and will file periodic reports, proxy
statements and other information with the Securities and
Exchange Commission.
PAGE-7-
Where You Can Find Additional Information
For further information about us, please refer to this
registration statement and the exhibits thereto. This
registration statement and exhibits may be inspected,
without charge, and copies may be obtained at prescribed
rates, 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. This registration
statement and other information filed with the SEC is also
available at the web site maintained by the SEC at
http://www.sec.gov.
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 October 2003.
We have conducted our operations since May 2, 2000. We are
a development stage company. For the period from inception
to June 30, 2003, we generated no revenues and had a loss
of $123,635. We had $6,011 of cash available as of June
30, 2003. Current expenses are a maximum of $1,195 per
month, comprised primarily of printing costs of $290, on
going computer programming and testing of $450, rent of
$400 and website expenses of $55 consisting of hosting fees.
When we obtained our Nevada real estate license in June
2003, we began utilizing telephone solicitation at minimal
cost in order to secure business listings. With these
overhead expenses we can continue operations for
approximately 3 months of operations without additional
funds through October 2003. Thereafter, we will need to
generate operating revenues or secure other funding on or
before October 2003 in the amount of $32,900 to remain
operational until April 1, 2004. There are no preliminary
or definitive agreements or understandings with any party
for such financing, although we have secured a contract for
$67,000 with payment not being made until the ESOP which is
the subject of that contract actually funds. We cannot
predict when, if ever, that will happen. After we begin
generating operating revenues, we intend to increase our
marketing expenses for potential clients and referring
brokers of $4,700 per month.
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.
PAGE-8-
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:
* 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.
PAGE-9-
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, as President and Treasurer, Mark Johnson,
as Vice President, and William J. McKay as Vice President
and Corporate Broker make our management decisions and
William J. McKay holds the license necessary for our business
broker operations in Nevada; if we lose their services, our
revenues may be reduced.
Robert W. Burley, as President and Treasurer, Mark Johnson,
as Vice President and William McKay as Vice President and
Corporate Broker are managing our business. The success of
our business is dependent upon the expertise of Robert W.
Burley, Mark Johnson and William McKay. Because Robert W.
Burley, Mark Johnson and William McKay are essential to our
operations, we must rely on their management decisions. We
have not entered into any agreement with Robert W. Burley,
Mark Johnson or William McKay 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, Mark Johnson's or William McKay's services
could reduce our revenues. Further, as the Nevada real
estate broker's license is in Mr. McKay's name, if we lost
his services, we would have to cease our business brokerage
activities in Nevada until we secured the services of
another person with the requisite Nevada real estate
broker's license, which would reduce our revenues.
The person responsible for supervising our business, Mr.
William McKay, will devote less than full time to our business,
which may result in conflicts of interest.
The person holding our Nevada real estate broker's license
necessary for our operation is Mr. William McKay. In this
capacity, he currently devotes approximately 60% of his time
to our business and anticipates that during the next 12 months
he will continue to devote approximately 60% of his time to our
business. Nevada law does not require him to be full time.
Mr. McKay may have conflicts in allocating his time between our
business and his other activities, although he has orally agreed
to devote all time necessary to our business under Nevada law.
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 be 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.
PAGE-10-
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.
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.
PAGE-11-
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS
Some of the statements in this registration statement are
"forward-looking statements." These forward-looking
statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual
results, performance or achievements to be materially
different from any future results, performance or
achievements expressed or implied by these forward-looking
statements. These factors include, among others, the
factors set forth above under "Risk Factors." The words
"believe," "expect," "anticipate," "intend," "plan," and
similar expressions identify forward-looking statements. We
caution you not to place undue reliance on these forward-
looking statements. We undertake no obligation to update
and revise any forward-looking statements or to publicly
announce the result of any revisions to any of the forward-
looking statements in this document to reflect any future or
developments. However, the Private Securities Litigation
Reform Act of 1995 is not available to us as a non-reporting
issuer.
PART I - ITEM 2. PLAN OF OPERATIONS
Winfield Financial Group, Inc. was founded under the
laws of the state of Nevada on May 2, 2000.
Since our inception we have devoted our activities to
the following:
* Raising capital;
* Establishing our business brokerage business; and
* Developing markets for the services we offer.
We intend to act primarily as a business broker, exclusively
representing sellers and advising buyers desiring to acquire
businesses. We will target sellers looking to sell their
private companies with a sales volume range from $5 to $75
million in revenues.
We have conducted our operations since May 2, 2000. We are a
development stage company. For the period from inception to
June 30, 2003, we generated no revenues and had a loss of
$123,635. We had $6,011 of cash available as of June 30, 2003.
Current expenses are a maximum of $1,195 per month, comprised
primarily of printing costs of $290, on going computer
programming and testing of $450, rent of $400 and website expenses
of $55 consisting of hosting fees. When we obtained our Nevada
real estate license in June 2003, we began utilizing telephone
solicitation at minimal cost in order to secure business listings.
With these overhead expenses we can continue operations for
approximately 3 months of operations without additional funds
through October 2003. Thereafter, we will need to generate
operating revenues or secure other funding on or before October
2003 in the amount of $32,900 to remain operational until April 1,
2004. There are no preliminary or definitive agreements or
understandings with any party for such financing, although we
have secured a contract for $67,000 with payment not being made
until the ESOP which is the subject of that contract actually
funds. We cannot predict when, if ever, that will happen. After
we begin generating operating revenues, we intend to increase
our marketing expenses for potential clients and referring brokers
of $4,700 per month.
PAGE-12-
We have just received our real estate license in Nevada and now
can generate revenues from our planned business broker
activities. We can also currently generate revenues through
business valuation and business consulting services. As of
July 17, 2003, we have not generated any operating revenues.
We have signed our first consulting agreement on July 15, 2003
for $67,000 to provide strategic analysis and planning for a
client's company goals over the next six months scheduled to be
paid on or before January 2004.
We raised $77,206 in net proceeds from a Nevada state
registered offering in July 2002. After payment made to
GoPublicToday.com in the amount of $48,410, we are using
the remaining $20,036 in funds to implement our business
plan as follows:
------------------------------------------------------------------------------
Milestone or Step Expected Manner of Date When Step Should Cost of
Occurrence or Method of be Accomplished Completion
Achievement
------------------------------------------------------------------------------
Licenses
-------- File completed
Apply and obtain Application and $125
Nevada Real Gain Nevada Real Completed
Estate License. Estate Division June 5, 2003
Approval
------------------------------------------------------------------------------
Facilities
---------- Review Buildings and
Locate and sites. September 2003 $1,500
Establish
Office
Facilities.
------------------------------------------------------------------------------
Information
Management System
-----------------
[We use the
information
management system
primarily to
build and manage
our database of
potential clients
(Sellers and Utilizing Standard May 2003 $1,500
Buyers] Information Completed
A) Establish Programs and Hardware.
Information
management Install Programs and Run May 2003
System. Tests. Completed -0-
B)Implement
Information May 2003
Management Run Audit Reports Completed
System. And Compare to Physical -0-
records.
C)Evaluate May 2003
Information Completed
Management Using Audit Results
System. Adjust -0-
Information Management
D)Adjust System.
Information
Management
System.
------------------------------------------------------------------------------
PAGE-13-
------------------------------------------------------------------------------
Personnel Utilizing Nation-List
--------- International,
A)Recruiting International Business September 2003 $1,100
Associates. [1] Brokers
Association.
B)Training
Associates. First Group of Trained
Associates. October 2003 -0-
C)Evaluating
Associates. Review First Group
Associates Results. January 2004 -0-
------------------------------------------------------------------------------
Documents
---------
A)Design forms,
Contracts, Utilize Standard December 2002 -0-
Literature and Forms Approved by Completed
Media Kits. Legal.
B)Print forms, Obtain Bids and May 2003 $290 per
Contracts, Contract for Printing. Completed month
Literature and
Media Kits.
------------------------------------------------------------------------------
Policies
-------- Utilizing Standard
A)Establish Policies and Procedures December 2002 -0-
Operation Approved by Legal. completed
Policies
And Procedures. Issue and Distribute
Associates' Handbook August 2003 $600
B)Implement
Operation
Policies and
Procedures.
------------------------------------------------------------------------------
Marketing WFG [2]
-------------
A)Finalize Plan. Determine percentage of
various Media. February 2003 -0-
B)Execute Plan Place Ads and Other Completed
Branding WFG Media $5,000
August 2003
------------------------------------------------------------------------------
Clients
-------
(Sellers & Utilizing Wall
Buyers) Street Journal,
BizBuySell.com, Begun June 2003 $1,000
A)Implement International Business
Client Search. Brokers
Association our internal
database.
PAGE-14-
Utilizing I-Market and August 2003 $4,300
B) Implement Other Lists for
Direct Mail which contain
Campaign to information about
businesses set potential business
forth in acquired buyers and sellers.
lists of
potential Working with Sellers
clients. and Buyers To
Structure Deals.
Nevada Real Estate
License obtained -0-
C)Servicing June 5, 2003,
Clients. begun soliciting
businesses to sell
------------------------------------------------------------------------------
Internet
--------
Complete WFG Web Design and Install December 2002
Site. WFG Web Site. Completed
------------------------------------------------------------------------------
Add additional Begin the Marketing and September 2003 $850
services Pages to Selling Business
Website
------------------------------------------------------------------------------
[1] We will recruit sales associates who have real estate
licenses to list and sell our businesses. It is anticipated
that a maximum of five sales associates will be recruited in
2003 who may possibly be members of Nation-List
International, International Business Brokers Association
or other like-kind professional business broker
organizations.
[2] Nationlist International, International Business Brokers
Association, and Dun and Bradstreet Marketplace list
potential businesses that may be our clients. We will
obtain information from these sources by purchasing the
information from these sources and place it in our database
once we become licensed. We will not have any formal
contracts, agreements or commitments with these
organizations, other than merely purchasing their lists for
use by us. We will not have any exclusive arrangements with
these organizations. We will not list businesses for sale
on websites maintained by these organizations. We will
attempt to secure these businesses as clients by contacting
them by e-mail, fax, telephone or regular mail. In
addition, we will contact other brokers who may have clients
we can represent. These businesses are free to list their
assets on other websites or with other entities after we
acquire the lists.
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.
PAGE-15-
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.
PART I - ITEM 3. 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 facilities are 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.
PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
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.
PAGE-16-
Name and Address Number of Percentage of
Shares Shares Issued
-------------------------------------------------------------
Robert Burley [1]
2202 Marlboro Drive, 3,540,000 72.34%
Henderson, NV 89014
Linda Burley [1]
2202 Marlboro Drive, 3,540,000 72.34%
Henderson, NV 89014 --------------------------------
Mark Johnson
864 Spruce Ridge Drive, 50,000 1.03%
Stewart, FL 34994 --------------------------------
William J. McKay [2]
3678 Edinburgh Drive
Spring Valley, NV 89103 -0- -0-
--------------------------------
All officers and 3,590,000 73.37%
directors as a group --------------------------------
[3 persons]
GoPublicToday.com, Inc.
Stephen Brock, President [3] 400,000 8.17%
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. William J. McKay does not own any shares of Winfield
Financial Group, Inc. or Financial Marketing, Inc.
[3] 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.
PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The board of directors elects our executive officers
annually. A majority vote of the directors who are in
office is required to fill vacancies. Each director shall
be elected for the term of one year, and until his successor
is elected and qualified, or until his earlier resignation
or removal. Our directors, executive officers and key
employees are as follows:
NAME AGE POSITION
---------------------------------------------------------------
Robert W. Burley 57 President,
Treasurer,
Director, CEO
Linda B. Burley 54 Secretary
William J. McKay 66 Vice President and
Corporate Broker
Mark D. Johnson 39 Vice President and
Director
Dr. Thomas Guthrie 55 Director
Daniel C. Geiger 58 Director
PAGE-17-
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.
William J. McKay is our Vice President and Corporate Broker
as of June 2003. Mr. McKay owned and operated an advertising
agency called Capital Media from 1971 to 1974. After leaving
Capital Media, Mr. McKay served on the Board of Directors for
Checkmate Electronics as Vice President and National Sales
Manager from 1973 to 1976. While serving on the Board of
Directors for Checkmate Electronics it become a public company.
Mr. McKay performed real estate sales for Durable Developers
from 1976 to 1980 under a Nevada real estate salesman license.
He owned and operated Advance Realty from 1980 to 1990 as a
sole proprietor broker license. He owned and operated Nevada
Business Brokers as the Corporate Broker from 1990 until 2002
under a corporate broker license. Mr. McKay reopened and still
owns Advance Realty from 2001 to date under the individual
sole proprietor broker license. Advance Realty is in the real
estate development and sales business and does not compete
with our business. In this capacity, he currently devotes
approximately 60% of his time to our business and anticipates
that during the next 12 months he will continue to devote
approximately 60% of his time to our business. Nevada law
does not require him to be full time. Mr. McKay may have
conflicts in allocating his time between our business and his
other activities, although he has orally agreed to devote all
time necessary to our business under Nevada law. He currently
devotes approximately 60% of his time to our business and
anticipates that during the next 12 months he will continue
to devote approximately 60% of his time to our business.
Nevada law does not require him to be full time. Mr. McKay
may have conflicts in allocating his time between our business
and his other activities, although he has orally agreed to
devote all time necessary to our business under Nevada law.
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.
PAGE-18-
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.
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.
PAGE-19-
PART I - ITEM 6. 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. President, 2000,2001 & $0
Burley 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 except that we have agreed to pay
Mr. McKay commissions of 2% on transactions in which he is
involved as a broker override of sales from other agents when
recruited.
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.
PART I - ITEM 7. 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.
Financial Marketing, Inc. as a licensed Nevada real estate
brokerage handles the sale of small businesses, meaning
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.
PAGE-20-
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.
PART I - ITEM 8. DESCRIPTION OF SECURITIES
The following description as a summary of the material terms
of the provisions of our articles of incorporation and
bylaws, is qualified in its entirety. The articles of
incorporation and bylaws have been filed as exhibits to the
registration statement of which this registration statement
is a part.
Common Stock
We are authorized to issue 20,000,000 shares of common
stock, par value $0.001. As of December 1, 2002, we have
4,894,150 shares of Common Stock issued and outstanding held
by 76 shareholders of record.
Each share of our common stock entitles the holder to one
vote, either in person or by proxy, at meetings of the
shareholders. The holders are not permitted to vote their
shares cumulatively. Accordingly, the holders of a majority
of the shares of common stock voting for the election of
directors can elect all of the directors. The vote of the
holders of a majority of the issued and outstanding shares
of common stock is sufficient to make certain fundamental
corporate changes such as liquidation, reorganization,
merger or an amendment to our articles of incorporation and
to authorize, affirm, ratify or consent to these acts or
action, subject to the provisions of Nevada law.
Holders of our common stock have no preemptive rights. Upon
our liquidation, dissolution or winding up, the holders of
our common stock will be entitled to share ratably in the
net assets legally available for distribution to
shareholders after the payment of all of our debts and other
liabilities. There are not any provisions in our articles of
incorporation or our by-laws that would prevent or delay
change in our control.
Preferred Stock
We are authorized to issue 5,000,000 shares of
preferred stock, par value $0.001, of which no shares
are issued. These shares may be issued at the
discretion of the board of directors in such series
containing such rights and preferences as the board
shall determine. We currently have no intent to issue
any shares of preferred stock.
Dividend Policy
Holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by our board of
directors out of funds legally available. We have not paid
any dividends since our inception and presently anticipate
that all earnings, if any, will be retained for development
of our business. Any future disposition of dividends will be
at the discretion of our board of directors and will depend
upon, among other things, our future earnings, operating and
financial condition, capital requirements, and other
factors.
PAGE-21-
PART II - ITEM 1. 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.
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.
PAGE-22-
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.
PART II - ITEM 2. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal
proceedings in which we are involved.
PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART II - ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On May 5, 2000, we issued 3,600,000 shares of our authorized
common stock to six founding shareholders of record for
$4,600 or $0.0013 per share. (Robert W. Burley, Linda B.
Burley, Mark D. Johnson, Financial Marketing, Inc., Brandon
R. Burley and Jason E. Burley)
The exemption provided under section 4(2) was available
because:
* None of these issuances involved underwriters,
underwriting discounts or commissions.
* Restrictive legends are placed on all certificates
issued.
* The distribution did not involve general solicitation
or advertising.
* The distributions were made only to insiders,
accredited investors or investors who were sophisticated
enough to evaluate the risks of the investment. All
sophisticated investors were given access to all information
about our business and the opportunity to ask questions and
receive answers about our business from our management prior
to making any investment decision.
PAGE-23-
On May 5, 2000, we issued 400,000 shares of our common stock
to GoPublicToday.com's for services rendered and to be
rendered valued at $.10 per share for total consideration of
$40,000.
GoPublicToday.com's services consists of the preparation and
filing of all required documents with regards to (1) a
private offering conducted under Rule 504 of Regulation D
registered by qualification in the state of Nevada and (2)
the full registration, under Section 12(d) or 12(g) of the
Securities Exchange Act, of the Form 10-SB; the preparation
of Form 211 to be filed with NASD, assist client with
locating and negotiating a contract with a licensed level
three market maker, and assisting client in answering any
and all comment letters received from the NASD. The
agreements continue until our securities are qualified for
quotation on the over the counter bulletin board. The value
of the services is based on prior services provided by
GoPublicToday.com, Inc. and on the cost of similar services
provided by other similar service providers.
The exemption provided under section 4(2) was available
because:
* None of these issuances involved underwriters,
underwriting discounts or commissions.
* Restrictive legends are placed on all certificates
issued.
* The distribution did not involve general solicitation
or advertising.
* The distributions were made only to insiders,
accredited investors or investors who were sophisticated
enough to evaluate the risks of the investment. All
sophisticated investors were given access to all information
about our business and the opportunity to ask questions and
receive answers about our business from our management prior
to making any investment decision.
On or before March 31, 2001, the Company issued 37,000
shares of its common stock to three unaffiliated accredited
or sophisticated investors for cash proceeds of $3,700 or
$0.10 per share.
The exemption provided under section 4(2) was available
because:
* None of these issuances involved underwriters,
underwriting discounts or commissions.
* Restrictive legends are placed on all certificates
issued.
* The distribution did not involve general solicitation
or advertising.
* The distributions were made only to insiders,
accredited investors or investors who were sophisticated
enough to evaluate the risks of the investment. All
sophisticated investors were given access to all information
about our business and the opportunity to ask questions and
receive answers about our business from our management prior
to making any investment decision.
PAGE-24-
In July, 2002, we completed a private offering of our common
stock in accordance with Regulation D, Rule 504 of the
Securities Act, and the registration by qualification of
said offering in the State of Nevada, whereby we sold
857,150 shares of its voting common stock at $.10 per share,
for a total of $85,715. These shares we sold to non
affiliated investors who were either accredited or
sophisticated. In connection with the private placement
Winfield Financial incurred direct costs of $8,509 paid to
Brett Bleazard as agent of the issuer as provided under
Nevada law for net proceeds of $77,206. In addition,
Winfield Financial inadvertently paid GoPublicToday.com,
Inc. $48,410 of offering proceeds under a contract between
FMI and GoPublicToday.com, Inc., which left net proceeds
of $20,287. However, research into the formation of
Winfield has shown that FMI orally agreed upon formation
make an equity contribution of $50,000 to Winfield upon
demand to meet the obligation to GoPublicToday.com under the
contract set forth above. At the time the payment was made
to GoPublicToday.com, Inc., the parties had forgotten about
the oral understanding, which was never reduced to writing,
and thus the payment was inadvertently made directly by
Winfield rather than by FMI as the parties had originally
contemplated. Although no payments have been made on this
obligation as of the date of this registration statement,
FMI has indicated in writing that it fully intends to
make this payment when funds are available.
PART II - ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our Articles of Incorporation and By-laws, subject to the
provisions of Nevada Law, contain provisions which allow the
corporation to indemnify any person under certain
circumstances. Nevada law provides when a person is sued,
either alone or with others, because he is or was a director
or officer of the corporation, or of another corporation
serving at the request of this corporation, in any
proceeding arising out of his alleged malfeasance in the
performance of his duties or out of any alleged wrongful act
against the corporation or by the corporation, he shall be
indemnified for his reasonable expenses, including
attorney's fees incurred in the defense of the proceedings,
if both of the following conditions exist:
* The person sued is successful in whole or in part, or
the proceeding against him is settled with the approval of
the court; and
* The court finds that his conduct fairly and equitably
merits such indemnity.
The amount of such indemnity which may be assessed against
the corporation, our receiver, or our trustee, by the court
in the same or in a separate proceeding shall be so much of
the expenses, including attorney's fees incurred in the
defense of the proceeding, as the court determines and finds
to be reasonable. Application for such indemnity may be
made either by the person sued or by the attorney or other
person rendering services to him in connection with the
defense, and the court may order the fees and expenses to be
paid directly to the attorney, or other person, although he
is not a party to the proceeding. Notice of application for
such indemnity shall be served upon the corporation, our
receiver, or our trustee, or upon the plaintiff and other
parties to the proceedings.
Our Articles and By-Laws also provide for indemnification to
the fullest extent permitted under Nevada law.
PAGE-25-
With regard to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as
amended, and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by a
director, officer or controlling person of the
Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, we will, unless in the opinion of our
counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate
jurisdiction the question of whether such
indemnification by us is against public policy as
expressed in the Securities Act of 1933, as amended, and
will be governed by the final adjudication of such case.
PAGE-26-
PART F/S. FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Winfield Financial Group, Inc.
(A Development Stage Company)
Las Vegas, Nevada
We have audited the accompanying balance sheet of Winfield
Financial Group, Inc. as of December 31, 2002, and the related
statements of operations, stockholders' equity, and cash flows
for the six months then ended and the year ended June 30, 2002
and for the period from May 2, 2000 (Inception) through December
31, 2002. These financial statements are the responsibility of
Winfield Financial's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Winfield Financial Group, Inc. as of December 31, 2002, and
the results of its operations and its cash flows for the six
months then ended and the year ended June 30, 2002 and for the
period from May 2, 2000 (Inception) through December 31, 2002, in
conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements as of December 31, 2002 and
for the year then ended have been restated to correct errors as
described in Note 6.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, Winfield has incurred
losses of $115,205 form its inception. Winfield will require
additional working capital to develop its business until Winfield
either (1) restart operations and achieve a level of revenues
adequate to generate sufficient cash flows from operations; or
(2) obtain additional financing. These conditions raise
substantial doubt about Winfield's ability to continue as a going
concern. Management's plans in regard to this matter are also
described in Note 2. The accompanying consolidated financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.
Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com
March 14, 2003, except for Note 2, which is as of April 23, 2003
and Note 6, which is as of July 22, 2003
PAGE-27-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 2002
Restated
--------
ASSETS
Cash $ 14,101
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,600
---------
Commitments
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 5,000,000
authorized, -
None issued and authorized
Common stock, $.001 par value, 20,000,000 shares
Authorized, 4,894,150 shares issued and outstanding 4,894
Additional paid in capital 198,018
Deficit accumulated during the development stage (192,411)
---------
Total Stockholders' Equity 10,501
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,101
=========
See accompanying summary of accounting policies and notes to financial
statements.
PAGE-28-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Six Months Ended December 31, 2002 and Year Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002
Six Months Inception
Ended Year Ended Through
December 31, June 30, December 31,
2002 2002 2002
------------ ----------- ------------
Restated Restated
-------- --------
General and administrative expenses:
Consulting fees $ 44,500 $ - $ 84,500
Other general and administrative 99,411 1,227 107,911
------------ ----------- ------------
Net loss $(143,911) $(1,227) $(192,411)
============ =========== ============
Net loss per share:
Basic and diluted $ (0.03) $ (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-29-
WINFIELD FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended December 31, 2002 and Years Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002
Deficit
accumulated
Additional during the
Common Stock paid in development
capital Stage Total
Shares Amount
---------- ---------- ---------- ------------- ------------
Issuance of common
stock to founders
for cash 3,600,000 $3,600 $ 1,200 $ - $ 4,800
Issuance of common
stock for 400,000 400 39,600 - 40,000
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
stock for cash 37,000 37 3,663 - 3,700
Net loss - - - (7,273) (7,273)
---------- ---------- ---------- ------------- ------------
Balance,
June 30, 2001 4,037,000 4,037 44,463 (47,273) 1,227
Net loss - - - (1,227) (1,227)
---------- ---------- ---------- ------------- ------------
Balance,
June 30, 2002 4,037,000 4,037 44,463 (48,500) -
Stock subscription
receivable - - 77,206 - 77,206
---------- ---------- ---------- ------------- ------------
Issuance of common
stock for cash 857,150 857 76,349 - 77,206
Net loss - - - (143,911) (143,911)
---------- ---------- ---------- ------------- ------------
Balance,
December 31, 2002 4,894,150 $4,894 $198,018 $(192,411) $ 10,501
========== ========== ========== ============= ============
See accompanying summary of accounting policies and notes to financial
statements.
PAGE-30-
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
------------ ------------ --------------
Restated Restated
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(143,911) $(1,227) $(192,411)
Adjustments to reconcile net deficit
to cash used by operating
activities:
Common stock issued for services - - 40,000
Bad debt 77,206 - 77,206
Net change in:
Accounts payable 3,600 - 3,600
------------ ------------ --------------
CASH FLOWS USED IN OPERATING ACTIVITIES (63,105) (1,227) (71,605)
------------ ------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 77,206 - 85,706
------------ ------------ --------------
NET INCREASE (DECREASE) IN CASH 14,101 (1,227) 14,101
Cash, beg. of period - 1,227 -
------------ ------------ --------------
Cash, end of period $ 14,101 $ - $ 14,101
============ ============ ==============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ - $ - $ -
Income tax paid $ - $ - $ -
See accompanying summary of accounting policies and notes to financial
statements.
PAGE-31-
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-32-
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-33-
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.
PAGE-34-
Winfield has an oral arrangement with Financial Marketing, Inc.,
a shareholder, who has agreed to make a capital contribution of
$50,000 to Winfield to reimburse fees paid to meet its obligation
with GoPublicToday.com. In July, 2002, Winfield completed a
private offering of common stock in accordance with Regulation D,
Rule 504 of the Securities Act, and the registration by
qualification of said offering in the State of Nevada, whereby
Winfield sold 857,150 shares of its voting common stock at $.10
per share, for a total of $85,715. In connection with the
private placement Winfield Financial incurred direct costs of
$8,509 paid to Brett Bleazard as agent of the issuer as provided
under Nevada law for net proceeds of $77,206. In addition,
Winfield Financial inadvertently paid GoPublicToday.com, Inc.
$48,410 of offering proceeds under a contract between FMI and
GoPublicToday.com, Inc., which left net proceeds of $20,287.
However, research into the formation of Winfield has shown that
FMI orally agreed upon formation make an equity contribution of
$50,000 to Winfield upon demand to meet the obligation to
GoPublicToday.com under the contract set forth above. At the
time the payment was made to GoPublicToday.com, Inc., the parties
had forgotten about the oral understanding, which was never
reduced to writing, and thus the payment was inadvertently made
directly by Winfield rather than by FMI as the parties had
originally contemplated. Although no payments have been made on
this obligation as of the date of this registration statement,
FMI has indicated in writing that it fully intends to make this
payment when funds are available.
NOTE 6 - RESTATEMENT OF FINANCIAL STATEMENTS
The accompanying financial statements at December 31, 2002 and
for the year then ended have been restated to correct an error
in the recording of the receivable from FMI. Winfield did not
initially record a receivable from FMI for $77,206 based on the
oral understanding discussed above. Winfield determined the
receivable should be recorded based on the agreement. Winfield
also determined the receivable to be uncollected at December
31, 2002.
The income statement effect of this restatement is to increase
the net loss at December 31, 2002 by $77,206. The $77,206 was
included in general and administrative expenses. The balance
sheet effect was an increase in additional paid in capital of
$77,206 and accumulated deficit of $77,206.
PAGE-35-
PART III - ITEM 1. EXHIBITS
Item 3
1 Articles of Incorporation of Winfield Financial Group,
Inc., a Nevada Corporation
2 By-laws of Winfield Financial Group, Inc., a Nevada
Corporation
Item 4
1 Form of common stock Certificate of the Winfield
Financial Group, Inc. (1)
Item 10
1 Agreement with GoPublicToday.com, Inc.
2. Agreement with Advanced Technical Services
All other Exhibits called for by Rule 601 of Regulation
SB-2 are not applicable to this filing.
(1) Information pertaining to our common stock is contained
in our Articles of Incorporation and By-Laws.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Winfield Financial Group, Inc. (Registrant)
Date: 8-26-2003
By: /s/ Robert Burley
----------------------------
Robert Burley, President and Principal Executive,
Principal Financial and Principal Accounting Officers
PAGE-36-