Item 4.
Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5.
Market for the Registrant’s Common Equity and Related Stockholder Matters
Stock Information
Traded On the Pink Sheets Quotation System - The Company’s Common Stock, $.0001 par value, is listed on the Pink Sheets exchange under the Symbol “SFLD”. As of June 30, 2009, there were approximately 50 shareholders of record. The Company has not paid any cash dividends, and the Company currently has no plans to adopt a regular cash dividend.
The aggregate market value of the Company’s voting stock held by non-affiliates was approximately $661 on June 30, 2009.
The Company’s stock was delisted and has not traded over the past three years, thus, no information is available regarding the high and low price range for the last two years.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this document.
The Company has had no significant revenues since fiscal 2005 and expenses incurred consist primarily of general and administrative costs, employment costs and compensation costs associated with common stock issuances. The Company is in the development stage and currently has no sales.
The Company has embarked on a new direction. Formerly, the Company tried unsuccessfully to enter the pre-fab home construction business. Since October 3, 2008 the new focus is the development and management of golf oriented resort communities world-wide.
The Company had a net working capital deficit of $146,048 at June 30, 2009, as compared with a deficit of $197,823 at June 30, 2008. The Company had minimal cash flows, consisting primarily of new borrowings from related parties, which were used to fund working capital needs.
There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.
Application of Critical Accounting Policies
We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.
In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Revenue Recognition
The Company’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with generally accepted accounting principles. Revenues from home sales are recognized when delivered.
For a more comprehensive list of our accounting policies, including those that involve varying degrees of judgment, see Notes to Financial Statements.
Results of Operations
The Company has had no significant revenues since 2005 and is currently funding its working capital requirements through borrowings under note agreements with related parties. Expenses incurred include general and administrative costs, employment costs and compensation costs incurred on common stock issuances. Therefore, a comparison of the results of operations would not provide useful or comparable information at this time.
Capital Resources and Liquidity
Cash and cash equivalents were $14,934 and $0.00 at June 30, 2009 and 2008, respectively. The Company had a net working capital deficit of $146,048 at June 30, 2009, as compared with a deficit of $197,823 at June 30, 2008. The Company had minimal cash flows, consisting primarily of new borrowings from related parties, which were used to fund working capital needs.
There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.
At June 30, 2009 and 2008, the Company had outstanding principal balances of $150,000 and $174,880 under several note agreements with related parties. The borrowings are used for working capital requirements.
At June 30, 2009, the Company had an aggregate 22,048,323 shares of common stock issued and outstanding. The Company is authorized to issue up to 50,000,000 shares of common stock.
The Company intends to finance its working capital requirements through proceeds from joint venture(s), debt, private placement of common stock to accredited investors (exempt transactions), and eventually, a public offering.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Factors Affecting the Company’s Business and Prospects
There are numerous factors that affect the Company’s business and the results of its operations. These factors include general economic and business conditions; the level of demand for products and services; and, the level and intensity of competition in the housing industry.
Item 8.
Item 8.
Financial Statements and Supplementary Data
The Financial Statements of the Company included in this annual report on Form 10-K are listed under Item 15, Exhibits, Financial Statement Schedules and Reports on Form 8-K.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A.
Controls and Procedures
The management of the Company, with the participation of the Chief Executive Officer and Acting Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Acting Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective in enabling the Company to record, process, summarize, and report information required to be included in the Company’s periodic SEC filings within the required time period.
In addition, the management of the Company, with the participation of the Company’s Chief Executive Officer and Acting Chief Financial Officer, has evaluated whether any change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Company’s fourth fiscal quarter. Based on that evaluation, the Company’s Chief Executive Officer and Acting Chief Financial Officer have concluded that there has been no change in the Company’s internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART III
Item 10.
Item 10.
Directors and Executive Officers of the Registrant
The following table sets forth certain information with respect to the Company’s directors and officers in FY 2009.
Meetings and Committees of the Board of Directors
During the fiscal year ended June 30, 2009 (“Fiscal 2009”), the Company’s Board of Directors formally met on four occasions. Each of the directors attended (or participated by telephone) more than 75% of such meetings of the Board of Directors during Fiscal 2009. The Board of Directors has no committees.
Compensation of Directors
The Company does not provide director compensation presently. All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.
The following sets forth, for the fiscal years ended June 30, 2009, 2008, and 2007, certain summary information concerning annual and long-term compensation paid by the Company for services in all capacities to the current and former Chief Executive Officer, and the other most highly compensated executive officers of the Company at June 30, 2007 who received compensation of at least $100,000 during Fiscal 2009 (collectively, the “Named Officers”).
No officers of the Company are currently under an employment agreement or receive compensation.
OPTION/SAR Grants in Last Fiscal Year
There were no Options/SARs granted during Fiscal 2009 to the Named Officers.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning ownership of the Company’s Common Stock, as of June 30, 2009, by (i) each person who is known by the Company to be the beneficial owner of more than five percent of the Common Stock, (ii) each of the Company’s directors, (iii) each Named Officer, and (iv) all current directors and executive officers of the Company as a group.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “Commission”). Officers, directors and greater than ten percent shareholders are required by the Commission’s regulations to furnish the Company with copies of all Section 16(a) forms they file.
The Company believes, based solely on review of copies of such forms furnished to the Company, or written representations that no Form 3, 4, or 5’s were required, that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with during Fiscal 2009.
Item 13.
Item 13.
Certain Relationships and Related Transactions
The following schedule reflects the various note agreements and principal amounts due at June 30, 2009. Foreign Futures, Green Acres, High Sierra, and Pecan Tree are entities owned by the brother of former director, John M. King, the Company’s Past-President. The note payable for land was due to the brother of John M. King.
All of the foregoing notes were cancelled and recognized as income in FY 2009
Item 14.
Item 14.
Principal Accounting Fees and Services
The Company currently does not have an audit committee. Therefore, the current policy of the Board of Directors of the Company is to pre-approve all professional services performed by the Company’s independent accountants. The Board of Directors pre-approved all such professional services for the year ended June 30, 2009.
Item 15.
Item 15.
Exhibits, Financial Statement Schedules, Exhibits and Reports on Form 8-K.
I.
The following financial statements, schedules and exhibits are filed as part of this report:
(1) and (2) Financial Statements and Financial Statement Schedules -
See Index to Financial Statements on Page.
(3) Exhibits.
See Index to Exhibits.
II.
Reports on Form 8-K - To Be Filed
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPRINGFIELD COMPANY, INC.
June 30, 2009 and 2008
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Springfield Company, Inc.
(a development stage company)
New York, New York
We have audited the accompanying balance sheets of Springfield Company, Inc. as of June 30, 2009 and 2008, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended and for the period from inception (March 18, 1998) through June 30, 2009. The financial statements for the period March 18, 1998 (inception) through June 30, 2006 were audited by other auditors whose reports expressed qualified opinions on those statements. The financial statements for the period March 18, 1998 (inception) through June 30, 2006 include total revenues and net loss of $56,221 and $630,563, respectively. Our opinion on the statements of operations, shareholders’ equity (deficit), and cash flows for the period March 18, 1998 (inception) through June 30, 2009, insofar as it relates to amounts for prior periods through June 30, 2006, is based solely on the report of other auditors. These financial statements are the responsibility of the Springfield Company, Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that ours audit provides 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 Springfield Company, Inc. as of June 30, 2009 and 2008 and the results of operations and cash flows for the years then ended and for the period from inception (March 18, 1998) through June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Springfield Company, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Springfield Company, Inc. suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
June 30, 2010
Springfield Company, Inc.
Balance Sheets
June 30, 2009 and 2008
The accompanying notes are an integral part of these condensed financial statements.
Springfield Company, Inc.
Statements of Operations
The accompanying notes are an integral part of these condensed financial statements.
Springfield Company, Inc.
Statements of Cash Flows
The accompanying notes are an integral part of these condensed financial statements.
Springfield Company, Inc.
Statements of Stockholders’ Deficit
Years Ended June 30, 2008 and 2009 and for the
Period from March 18, 1998 (Inception) through June 30, 2009
Springfield Company, Inc.
(A Development Stage Company)
Notes to Financial Statements
Note 1. Description of the Company and Summary of Significant Accounting Policies
Business Operations
Springfield Company, Inc. is a Delaware corporation originally formed March 18, 1998.
On July 31, 2008, Credit Capital loaned $150,000 to the Company for working capital. This note bears interest at 8% and is due on demand.
On September 1, 2008, Springfield Company, Inc and Billy King, a holder of 12,000,000 common shares of the Company, completed a Common Stock Purchase Agreement with Belmont Partners, LLC whereby Mr. King received a control block of another public entity in exchange for $160,000, 5% of the issued and outstanding common stock of the public entity and 92% of the outstanding capital stock of Springfield Company, Inc.
On October 8, 2008, Springfield Company, Inc. and Belmont Partners, LLC, a holder of 92% of the common shares of the Company, completed a Common Stock Purchase Agreement whereby Credit Capital, Inc., purchased a 92% control block of common shares of the Company’s stock from Belmont Partners, LLC for $150,000 and 3% of the issued and outstanding common stock of the Company post merger. The present management will focus business efforts on Real Estate Development and Property Management specializing in Signature Championship Golf Course Communities with a Signature Golf Academy featuring a Luxury Resort Hotel/Spa as a centerpiece.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the estimates are reasonable.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an agreement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonable assured. This typically occurs when the home sale are delivered.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost which approximates fair market value.
Property and Equipment
Property and equipment is stated at cost and is depreciated utilizing the straight-line method of computing depreciation over their estimated useful lives. The cost of assets retired and the related accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations when incurred. Repairs and maintenance are charged to expense as incurred. Expenditures for major additions and replacements that extend the lives of assets are capitalized and depreciated over their remaining estimated useful lives.
Impairment of Long-Lived Assets
The Company periodically assesses the realizability of its long-lived assets and evaluates such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount. There were no assets at June 30, 2007 and 2006.
Stock-Based Compensation
The Company records compensation expense associated with stock options and other forms of equity compensation in accordance with FASB ASC 718, which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. For stock-based awards granted on or after January 1, 2006, stock-based compensation expense is recognized on a straight-line basis over the requisite service period. In prior years, we accounted for stock-based awards under APB No. 25, “Accounting for Stock Issued to Employees.” We account for non-employee share-based awards in accordance with FASB ASC 505-50.
Income Taxes
The Company recognizes income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the income tax effect of temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period. The Company has recorded a valuation allowance, which reflects the estimated amount of deferred tax assets that more likely than not will be realized.
Basic and Diluted Net Loss Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended June 30, 2008 and 2007, the Company did not have potentially dilutive shares issued or outstanding.
Development Stage
The Company complies with Statement of Financial Accounting Standard ASC 915 for its characterization of the Company as development stage.
Recently issued Accounting Pronouncements
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.
Note 2. Going Concern
As shown in the accompanying financial statements, Springfield incurred recurring net losses and has an accumulated deficit and a working capital deficit as of June 30, 2007. These conditions raise substantial doubt as to Springfield’s ability to continue as a going concern. Management is trying to raise additional capital through sales of common stock. The financial statements do not include any adjustments that might be necessary if Springfield is unable to continue as a going concern.
Note 3 Related Party Notes Payable
Long-term debt is summarized as follows as June 30 (in thousands):
Note 4. Stockholders’ Equity
On March 7, 2005, the Company completed a 1 for 45 reverse stock split whereby the Company issued 1 new share of the Company’s “Springfield” common stock for every 45 shares of the Company’s originally issued shares under the name “Nexle”. The reverse stock split resulted in the issuance of 498,322 new common shares.
On March 23, 2005, the Company issued an aggregate 4,100,000 common shares to 2 individuals for services rendered and valued at $0.10 per share or $410,000.
On March 28, 2005, the Company issued 5,950,000 common shares for consulting services rendered to the following individuals: 3,750,000 common shares to John M. King, 1,200,000 common shares to Joseph Muese, and 1,000,000 common shares to Ronald Dominique. The Company valued these shares at $.0048 per share or $28,454.
On June 6, 2005, the Company issued 1,000,000 common shares to Belmont Partners LLC for services rendered and valued at $.0001 per share or $100.
On June 10, 2005, the Company issued 10,000,000 common shares in aggregate for consulting services rendered by several individuals and valued at $.0048 per share or $47,821.
On July 29, 2006, the Company issued an aggregate 400,000 common shares for consulting services valued at $.0045 per share or $1,800.
On August 18, 2006, the Company issued 100,000 common shares to a consultant valued at $0.10 per share or $10,000.
Note 5. Subsequent Events
Subsequent events have been evaluated through the date of the auditor’s report and there are no material events.
INDEX TO EXHIBITS