UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[ ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003
[X] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 000-50014
WINFIELD FINANCIAL GROUP, INC.
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(Name of small business issuer in its charter)
Nevada 88-0478644
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(State or other (I.R.S. employer identification number)
jurisdiction of
incorporation or
organization)
2770 S. Maryland Parkway, Ste. 402, Las Vegas, NV 89109
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(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 731-0030
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Title of each class Name of each exchange on which registered
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Securities Registered Pursuant to Section 12(g) of the Act:
COMMON
(Title of class)
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Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year was $0.
As of the date of this filing, the Company's Common Stock is not
trading on a national exchange.
The number of shares outstanding of each of the issuer's classes
of common equity, as of March 22, 2004 was 6,249,650.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g.,
Part I, Part II, etc.) into which the document is incorporated:
(1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act"). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1990).
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
FORWARD LOOKING STATEMENTS
This Annual Report contains forward-looking statements about
our business, financial condition and prospects that reflect our
management's assumptions and beliefs based on information
currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be
realized. If any of our assumptions should prove incorrect, or
if any of the risks and uncertainties underlying such
expectations should materialize, Winfield's actual results may
differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand its
customer base, managements' ability to raise capital in the
future, the retention of key employees and changes in the
regulation of our industry.
There may be other risks and circumstances that management
may be unable to predict. When used in this Report, words such
as, "believes," "expects," "intends," "plans," "anticipates,"
"estimates" and similar expressions are intended to identify and
qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.
However, the forward-looking statements contained herein are not
covered by the safe harbors created by Section 21E of the
Securities Exchange Act of 1934.
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Table of Contents
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PART I 4
ITEM 1. BUSINESS. 4
RISK FACTORS 9
ITEM 2. DESCRIPTION OF PROPERTY 13
ITEM 3. LEGAL PROCEEDINGS 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
PART II 13
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 13
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 15
ITEM 7. FINANCIAL STATEMENTS 18
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 29
PART III 29
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 29
ITEM 10. EXECUTIVE COMPENSATION 32
ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 33
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 34
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K 34
ITEM 14. CONTROLS AND PROCEDURES 17
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PART I
ITEM 1. BUSINESS.
BUSINESS DEVELOPMENT
Winfield Financial Group, Inc. was founded under the laws of
the state of Nevada on May 2, 2000.
Winfield operates as a business broker, primarily representing
sellers and offering its clients' businesses for sale. We are
limiting our 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 assets of a business, the
shareholders of that business will continue to own all the shares
of a shell corporation. Further, it would be likely that the
seller's 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' company 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
December 31, 2003, we generated no revenues and had a loss of
$161,627. We had $329 of cash available as of December 31, 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 2004. We anticipate applications for
Utah and Arizona will be filed in 2004.
We will not retain securities broker-dealers in pursuit of our
business plan.
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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 to buy or lease 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
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.
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.
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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 are being 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 June 2004.
* Information concerning our management and brokers was placed
on website January 2004 and will be updated as Company events
dictate.
Winfield Financial Group offers our clients and customers the
following services once listed for sale.
* We are operating 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 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 completed business asset sale transactions.
Our fee structure is 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.
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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 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. We have commenced providing these
services in addition to the listing and selling of businesses.
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. Three other client sales representation
contracts have been signed for auto dealerships, and commissions
will vary depending on the actual selling price of the business
at close, which may or may not occur.
Competition
We face competition from numerous business brokerage companies,
some of which are more established, benefit from greater market
recognition, have greater financial and marketing resources, and
a broader geographical base than us. Our market is intensely
competitive, highly fragmented and subject to rapid technological
change. We expect competition to persist and intensify in the
future. This competition may diminish our market share or our
ability to gain entry into certain markets.
Our current and potential competitors are primarily local offices
of larger, more established organizations, such as:
* Nevada First Business Brokers
* Webster Business Group
* Sunbelt Business Brokers
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.
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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.
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 2004.
We have conducted our operations since May 2, 2000. We are a
development stage company. For the period from inception to
December 31, 2003, we generated no revenues and had a loss of
$161,627. We had $379 of cash available as of December 31,
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 2004. Thereafter, we will need
to generate operating revenues or secure other funding on or
before October 2004 in the amount of $32,900 to remain
operational until April 1, 2005. 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. Three other client sales
representation contracts have been signed for auto dealerships,
and commissions will vary depending on the actual selling price
of the business at close, which may or may not occur. We
cannot predict when, if ever, these events 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.
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.
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Because our planned growth is in part 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 and generating revenues. 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 funds necessary to operate for the next
12 months or thereafter
* Advertising and marketing costs that may exceed our current
estimates
* Unanticipated development expenses
* Our ability to generate sufficient revenues to offset the
substantial costs of operating our business
Because significant up-front expenses, including advertising,
sales, and other expenses are required to develop our business,
we anticipate that we may incur losses until revenues are
sufficient to cover our operating costs. Future losses are likely
before our operations become profitable. As a result of our lack
of operating history, you will have no basis upon which to
accurately forecast our:
* Total assets, liabilities, and equity
* Total revenues
* Gross and operating margins
* Labor costs
Accordingly, the proposed business plans described in this
registration statement may not either materialize or prove
successful and we may never be profitable. Also, you have no
basis upon which to judge our ability to develop our business and
you will be unable to forecast our future growth.
Our officers and directors can exert control over matters
requiring stockholder approval.
Our officers and directors beneficially own approximately 62% 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.
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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 is 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.
We are 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.
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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 1,459,650 shares of our common stock held by non-
affiliates and 4,790,000 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 or were registered on Form S-8 and thus may be
transferred free of any restrictions. Except for 500,000 shares
issued for compensation in March 2004, 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 except the 500,000
shares issued in March 2004 of the restricted securities held by
affiliates are available for sale in a public market, subject to
the provisions of Rule 144. The availability for sale of
substantial amounts of common stock under Rule 144 could reduce
prevailing market prices for our securities.
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.
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ITEM 2. 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 will be adequate to meet our
current needs. However, as we continue to implement our business
plan, we may need to relocate our headquarters office space. We
anticipate such facilities are available to meet our development
and expansion needs in existing and projected target markets for
the foreseeable future.
We 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.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we
have knowledge of any threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market information
Although our securities are qualified for quotation on the Over-
the-Counter Bulletin Board under the symbol "WFLD," 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.
-12-
Penny Stock Considerations
Our shares are "penny stocks" as that term is generally defined
in the Securities Exchange Act of 1934 to mean equity securities
with a price of less than $5.00. Our shares thus will be subject
to rules that impose sales practice and disclosure requirements
on broker-dealers who engage in certain transactions involving a
penny stock.
Under the penny stock regulations, a broker-dealer selling a
penny stock to anyone other than an established customer or
accredited investor must make a special suitability determination
regarding the purchaser and must receive the purchaser's written
consent to the transaction prior to the sale, unless the broker-
dealer is otherwise exempt. Generally, an individual with a net
worth in excess of $1,000,000 or annual income exceeding $100,000
individually or $300,000 together with his or her spouse is
considered an accredited investor. In addition, under the penny
stock regulations the broker-dealer is required to:
* Deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange
Commissions relating to the penny stock market, unless the broker-
dealer or the transaction is otherwise exempt;
* Disclose commissions payable to the broker-dealer and our
registered representatives and current bid and offer quotations
for the securities;
* Send monthly statements disclosing recent price information
pertaining to the penny stock held in a customer's account, the
account's value and information regarding the limited market in
penny stocks; and
* Make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction, prior to
conducting any penny stock transaction in the customer's account.
Because of these regulations, broker-dealers may encounter
difficulties in their attempt to sell shares of our common stock,
which may affect the ability of selling shareholders or other
holders to sell their shares in the secondary market and have the
effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure
requirements could impede the sale of our securities, if our
securities become publicly traded. In addition, the liquidity
for our securities may be decreased, with a corresponding
decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our
shareholders will, in all likelihood, find it difficult to sell
their securities.
Holders
As of March 22, 2004, we have 6,249,650 shares of Common Stock
issued and outstanding held by 82 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.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
Some of the statements contained in this Form 10-KSB that are not
historical facts are "forward-looking statements" which can be
identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to
be cautious of the forward-looking statements, that such
statements, which are contained in this Form 10-KSB, reflect our
current beliefs with respect to future events and involve known
and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No
assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of
the risks we face, and actual events may differ from the
assumptions underlying the statements that have been made
regarding anticipated events. Factors that may cause actual
results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking
statements include without limitation:
* Our ability to maintain, attract and integrate internal
management, technical information and management information
systems;
* Our ability to generate customer demand for our services;
* The intensity of competition; and
* General economic conditions.
All written and oral forward-looking statements made in
connection with this Form 10-KSB that are attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. Given the uncertainties
that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
Plan of Operation
Winfield Financial Group, Inc. was founded under the laws of the
state of Nevada on May 2, 2000.
Since our inception we have devoted our activities to the
following:
* Raising capital;
* Establishing our business brokerage business; and
* Developing markets for the services we offer.
We intend to act primarily as a business broker, exclusively
representing sellers and advising buyers desiring to acquire
businesses. We will target sellers looking to sell their private
companies with a sales volume range from $5 to $75 million in
revenues.
-14-
As discussed in the financial statements, Winfield has incurred
losses of $161,627 from 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.
We had $379 of cash available as of December 31, 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. These expenses are being deferred by
the stockholder FMI until WFG commissions are paid by completed
current sales contracts or other funds being obtained. 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. Thereafter, we will need to generate
operating revenues or secure other funding on or before October
2004 in the amount of $32,900 to remain operational until April
1, 2005. 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.
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
December 31, 2003, we have not generated any operating revenues.
We have signed our first consulting agreement 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
June 2004 but there is no assurance of its completion. Three
other client sales representation contracts have been signed for
auto dealerships, and commissions will vary depending on the
actual selling price of the business at close, which may or may
not occur.
-----------------------------------------------------------------------------
Milestone or Step Expected Manner of Date When Step Should Cost of
Occurrence or Method of be Accomplished Completion
Achievement
------------------------------------------------------------------------------
Facilities
---------- Review Buildings and
Locate and sites. September 2004 -0-
Establish
Office
Facilities.
------------------------------------------------------------------------------
Personnel Utilizing Nation-List
--------- International,
A)Recruiting International Business Proceeding $1,100
Associates. [1] Brokers Association.
B)Training
Associates. First Group of Trained
Associates. June 2004 -0-
C)Evaluating
Associates. Review First Group June 2004 -0-
Associates results.
-15-
------------------------------------------------------------------------------
Policies
--------
Implement Issue and Distribute
Operation Associate's Handbook July 2004 $600
Policies and
Procedures.
------------------------------------------------------------------------------
Marketing WFG [2]
-------------
A)Finalize Plan. Determine percentage of
various Media. April 2004 -0-
B)Execute Plan Place Ads and Other
Branding WFG Media July 2004 Estimated
Initial
$5,000
------------------------------------------------------------------------------
Clients
-------
(Sellers & Utilizing Wall
Buyers) Street Journal,
BizBuySell.com, April 2004 $1,000
A)Implement International Business
Client Search. Brokers
Association our internal
database.
Utilizing I-Market and April 2004 $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
clients.
C)Servicing Working with Sellers Proceeding to
Clients. and Buyers To solicit Business
Structure Deals. Listings to sell -0-
------------------------------------------------------------------------------
Add additional Begin the Marketing and July 2003 $850
services Pages to Selling Business
Website
------------------------------------------------------------------------------
[1] We will recruit sales associates who have real estate
licenses to list and sell our businesses. It is anticipated that
a maximum of five sales associates will be recruited in 2003 who
may possibly be members of Nation-List International,
International Business Brokers Association or other like-kind
professional business broker organizations.
[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.
-16-
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 2004 revenues.
-17-
ITEM 7. FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
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, 2003, and the related
statements of operations, stockholders' deficit, and cash flows
for the year ended December 31, 2003 and the six months ended
December 31, 2002 and for the period from May 2, 2000 (Inception)
through December 31, 2003. These financial statements are the
responsibility of the Company'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, 2003, and
the results of its operations and its cash flows for the year
ended December 31, 2003 and the six months ended December 31,
2002 and for the period from May 2, 2000 (Inception) through
December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, Winfield has incurred
losses of $161,627 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 3, 2004
-18-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 2003
ASSETS
Cash $ 379
=========
LIABILITIES
Accounts payable $ -
---------
STOCKHOLDERS' EQUITY
Preferred stock; $.001 par value, 5,000,000 authorized,
none issued and outstanding
Common stock, $.001 par, 20,000,000 shares
authorized, 5,257,150 shares issued and outstanding 5,257
Paid in capital 156,749
Deficit accumulated during the development stage (161,627)
---------
Total Stockholders' Equity 379
---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 379
=========
-19-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
Year ended December 31, 2003 and Six Months Ended December 31,
2002 and
for the period May 2, 2000 (Inception) Through December 31, 2003
Six Months Inception
Ended Year Ended Through
December 31, December 31, December
2003 2002 31, 2003
------------ ----------- ----------
Administrative expenses $ 46,422 $ 66,705 $ 161,627
--------- --------- ---------
Net loss $ (46,422) $ (66,705) $(161,627)
========= ========= =========
Basic and diluted net
loss per common share $(0.01) $(0.01)
Weighted average common
shares outstanding 4,930,733 4,824,274
See accompanying summary of accounting policies and
notes to financial statements.
-20-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from May 2, 2000 (Inception)
through December 31, 2003
Deficit
accumulated
Additional during the
Common Stock paid in development
capital Stage Total
Shares Amount
----------- ---------- ----------- ----------- -----------
Issuance of common stock
to founders for cash 3,600,000 $ 3,600 $ 1,200 $ - $ 4,800
Issuance of common stock
for services 400,000 400 39,600 - 40,000
Net loss - - - (40,000) (40,000)
----------- ---------- ----------- ----------- -----------
Balance, June 30, 2000 4,000,000 4,000 40,800 (40,000) (40,000)
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) -
Issuance of common stock
for cash 857,150 857 76,349 - 77,206
Net loss - restated - - - (66,705) (66,705)
----------- ---------- ----------- ----------- -----------
Balance, December 31, 2002 4,894,150 4,894 120,812 (115,205) 10,501
Issuance of common stock
For services 363,000 363 35,937 - 36,300
Net loss - - - (46,422) (46,422)
----------- ---------- ----------- ----------- -----------
Balance, December 31, 2003 5,257,150 $ 5,257 $156,749 $(161,627) $ 379
=========== ========== =========== =========== ===========
See accompanying summary of accounting policies and
notes to financial statements.
-21-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Year ended December 31, 2003 and Six Months Ended December
31, 2002 and
for the period May 2, 2000 (Inception) Through December 31,
2003
Year Six Months Inception
Ended Ended Through
December 31, December 31, December 31,
2003 2002 2003
-------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(46,422) $(66,705) $(161,627)
Adjustments to reconcile net loss
to cash used in operating activities:
Stock issued for services 36,300 - 76,300
Changes in:
Accounts payable (3,600) 3,600 -
-------- -------- ---------
NET CASH USED IN OPERATING ACTIVITIES (13,722) (63,105) (85,327)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash - 77,206 85,706
-------- -------- ---------
NET CHANGE IN CASH (13,722) 14,101 379
Cash balance, beginning 14,101 - 0
-------- -------- ---------
Cash balance, ending $ 379 $ 14,101 $ 379
======== ======== =========
See accompanying summary of accounting policies and
notes to financial statements.
-22-
WINFIELD FINANCIAL GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. Winfield Financial Group, Inc.
("Winfield") has been organized to provide consulting
services as a business broker. Winfield 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 has changed its
fiscal year end from June 30 to December 31, effective for
the six months ended December 31, 2002.
Cash and cash equivalents. For purposes of the statement of
cash flows, Winfield Financial considers all highly liquid
investments purchased with an original maturity of three
months or less to be cash equivalents.
Use of estimates. In preparing financial statements,
management makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the balance
sheet and revenue and expenses in the income statement.
Actual results could differ from those estimates.
Income taxes. Winfield Financial recognizes deferred tax
assets and liabilities based on differences between the
financial reporting and tax bases of assets and liabilities
using the enacted tax rates and laws that are expected to be
in effect when the differences are expected to be recovered.
Winfield Financial provides a valuation allowance for
deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
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 does not expect
the adoption of recently issued accounting pronouncements to
have a significant impact on Winfield's results of
operations, financial position or cash flow.
-23-
NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN
Winfield has historically incurred losses, and through
December 31, 2003 has incurred losses of $161,627 from its
inception. Because of these historical losses, Winfield
will require additional working capital to develop its
business operations.
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 - COMMON STOCK
In November 2003, Winfield Financial approved entering into
an agreement for financial and marketing services, wherby
the consultant would be issued 325,000 shares of Winfield
Financial's common stock for services to be rendered to
Winfield Financial from December 2003 through June 2004.
Winfield Financial recorded the stock at the fair value of
the service provided or $32,500.
In July 2003, Winfield Financial approved the issuance of
38,000 shares valued at $3,800 for financial services.
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.
-24-
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.
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.
NOTE 4 - INCOME TAXES
For the year ended December 31, 2003, Winfield 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 $76,000 at
December 31, 2003, and will expire in the years 2021
through 2023.
Deferred tax assets $ 26,000
Less: valuation allowance (26,000)
--------
Net deferred taxes $ 0
========
NOTE 5 - RELATED PARTY TRANSACTIONS
Winfield neither owns nor leases any real or personal
property as of December 31, 2003. 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.
-25-
NOTE 6 - SUBSEQUENT EVENTS
In January 2004 Winfield Financial entered into three
consulting agreements for financial and marketing services.
Winfield Financial agreed to issue 825,000 shares for
services to be provided in 2004.
-26-
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None--Not Applicable
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
The 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 58 President, Treasurer,
Director, CEO
Linda B. Burley 55 Secretary, Director
William J. McKay 67 Vice President and
Corporate Broker
Mark D. Johnson 40 Vice President and
Director
Dr. Thomas Guthrie 56 Director
Robert W. 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. He received a Bachelor of Science degree from
Ohio University, Athens Ohio in 1972. The firm is also involved
in business consulting and business valuation. We are planning to
have Robert E. Hart 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. . Mr. William McKay has accepted the
position as Vice President and Corporate Broker for Winfield
Financial Group, Inc with Nevada Real Estate license number
56261.
Linda B. 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 specializing 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 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.
-27-
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.
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.
-28-
Directors serve for a one-year term.
Our bylaws currently provide for a board of directors
comprised of a minimum of 3 directors.
Board Committees
We currently have no compensation committee or other board
committee performing equivalent functions. Currently, all
members of our board of directors participate in discussions
concerning executive officer compensation.
Family Relationships
Robert W. Burley, President, Treasurer, CEO and Linda B.
Burley, Secretary are husband and wife.
Legal Proceedings
No officer, director, or persons nominated for such
positions, promoter or significant employee has been
involved in legal proceedings that would be material to an
evaluation of our management.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers, and
persons who beneficially own more than 10% of a registered
class of our equity securities, to file reports of
beneficial ownership and changes in beneficial ownership of
our securities with the SEC on Forms 3 (Initial Statement of
Beneficial Ownership), 4 (Statement of Changes of Beneficial
Ownership of Securities) and 5 (Annual Statement of
Beneficial Ownership of Securities). Directors, executive
officers and beneficial owners of more than 10% of our
Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) forms that they file.
Except as otherwise set forth herein, based solely on review
of the copies of such forms furnished to us, or written
representations that no reports were required, we believe
that for the fiscal year ended December 31, 2003 beneficial
owners complied with Section 16(a) filing requirements
applicable to them.
ITEM 10. EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth compensation paid to Mr.
Burley, our current president and CEO. No other executive
officer received compensation in excess of $60,000 during
that period.
Name Position Year Compensation
-------------------------------------------------------------
Robert W. President, 2002 and $0
Burley Treasurer and 2003
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.
-29-
We currently have no agreements to pay compensation to any
of our executive officers. However, in March 2004, we
issued 400,000 shares of common stock to Mr. Johnson and
100,000 shares of common stock to Dr. Guthrie as services
for compensation rendered.
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.
ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITY HOLDERS
The following tables set forth the ownership, as of the date
of this registration statement, of our common stock by each
person known by us to be the beneficial owner of more than
5% of our outstanding common stock, our directors, and our
executive officers and directors as a group. To the best of
our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as
otherwise noted. There are not any pending or anticipated
arrangements that may cause a change in control of our
company.
Name and Business Address Number of Shares Percentage
of Shares
Issued
----------------------------------------------------------------------
Robert Burley [1] 3,540,000 57.1%
2770 S. Maryland Parkway, Ste. 402,
LasVegas, NV 89109
Linda Burley [1] 3,540,000 57.1%
2770 S. Maryland Parkway, Ste. 402,
LasVegas, NV 89109
Mark Johnson 450,000 7.3%
2770 S. Maryland Parkway, Ste. 402,
LasVegas, NV 89109
GoPublicToday.com, Inc. 700,000 11.3%
Stephen Brock, President [2]
and Mr. Brock, individually
500 N. Rainbow Blvd. Suite 300
Las Vegas, NV 89107
All officers and directors as 4,090,000 65.9%
a group [4 persons]
[1] Includes 2,325,000 shares held by Mr. Burley; 1,015,000
shares held by Linda Burley and 200,000 shares held by
Financial Marketing Inc. Robert W. Burley, President,
Treasurer, CEO and Linda B Burley, Secretary are husband and
wife. Robert W. Burley owns 9.1% of the stock of FMI.
Linda B. Burley also owns 8.1% of the stock of FMI.
Excludes two 5,000 share blocks of stock owned each by Jason
E. Burley and Brandon R. Burley both of which are adult
children of Robert W. and Linda B. Burley. Jason E. Burley
and Brandon R. Burley do not reside with Mr. and Mrs.
Burley.
[2] Mr. Stephen Brock is the natural person that controls
GoPublicToday.com, Inc which owns 375,000 shares of Winfield
common stock. Mr. Brock individually owns 325,000 shares of
common stock.
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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 6,249,650 shares of
common stock outstanding as of March 22, 2004.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Winfield Financial Group does not own any real or personal
property. Financial Marketing, Inc. has provided office
services at a monthly fee of $400.00 on a month to month
basis.
The officers and directors are involved in other business
activities and most likely will stay involved in other
business activities in the future. If a specific business
opportunity becomes available, such persons may face a
conflict of interest. A policy for handling such a conflict
has not yet been formulated. Under Nevada law, in general
related party transactions in which there is a conflict of
interest require disclosure of the conflict approval of a
majority of the disinterested directors.
Financial Marketing, Inc. as a licensed Nevada real estate
brokerage handles the sale of small businesses, mean
businesses with less than $5,000,000 in annual revenues. As
we intend to concentrate on businesses with more than
$5,000,000 in annual revenues, we do not believe we will be
in competition with FMI. Robert W. Burley owns 9.1% of the
stock of FMI. Linda B. Burley also owns 8.1% of the stock
of FMI. Mr. Burley has been President and Corporate Broker
for FMI since January 1981 and oversees the management team
of FMI. Mr. Johnson owns no stock in FMI. He has been a
broker with FMI since May 2000.
Other than the above transactions, we have not entered into
any material transactions with any director, executive
officer, and nominee for director, beneficial owner of five
percent or more of our common stock, or family members of
such persons. Also, we have not had any transactions with
any promoter. We are not a subsidiary of any company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this Report:
None
(b) Exhibits:
The following exhibits listed are filed as part of
this Report:
31.1 Rule 13a-14(a)/15d-14(a) Certification of
Chief Executive Officer and Chief Financial Officer, Robert
Burley
32.1 Section 1350 Certification, Robert Burley
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Item 14. Controls and Procedures
The Corporation maintains disclosure controls and procedures
designed to ensure that information required to be disclosed
in reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported
within the specified time periods. As of the end of the
period covered by this report, the Corporation's Chief
Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Corporation's disclosure controls and
procedures. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, the
Corporation's Chief Executive Officer and Chief Financial
Officer concluded that the Corporation's disclosure controls
and procedures are effective as of the end of the period
covered by this report. There were no changes in the
Corporation's internal control over financial reporting that
occurred during the Corporation's most recent fiscal quarter
that have materially affected, or are reasonably likely to
materially affect, the Corporation's internal control over
financial reporting.
Item 15. Principal Accountant Fees and Services
Audit fees
2002 - $2200
2003 - $4085
Audit fees only. No other fees as described in Item 9e of
Schedule 14A.
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Signatures
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Title Name Date Signature
------- ------- --------- -------------
Principal Executive
Officer Robert Burley March 22, 2004 /s/ Robert Burley
-----------------
Principal Accounting Robert Burley March 22, 2004 /s/ Robert Burley
Officer -----------------
Principal Financial
Officer Robert Burley March 22, 2004 /s/ Robert Burley
-----------------
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
SIGNATURE NAME TITLE DATE
-------------- ----------- -------- ---------
/s/ Robert Burley Robert Burley Director March 22, 2004
/s/ Linda B. Burley Linda B. Burley Director March 22, 2004
/s/ Mark D. Johnson Mark D. Johnson Director March 22, 2004
/s/ Dr. Thomas Guthrie Dr. Thomas Guthrie Director March 22, 2004
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