UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM
(Mark One)[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year endedJune 30, 20042008OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Or
| | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period fromto
Commission File Number:file number 000-21956SPRINGFIELD
Springfield Company, Inc.
(Exact name of registrant as specified in its charter) | | |
| Delaware | | 52-2303874 |
| | |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
410 Park Ave., 15thFloor, Ste. 1188
New York, New York 10022Delaware
52-2303874
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification number)
3320 FM 359, Richmond, Texas 77469
(Address including Zip Code, of registrant’s principal executive offices)
(832) 595-2374
(offices and zip code)
Registrant’s telephone number, including area
code)code:(212) 231-8383
Former name, former address and former fiscal year, if changed since last report:3320 FM 359, Richmond, TX 77469
Securities registered pursuant to Section 12(b) of the Act:
TitleNone
Securities registered pursuant to Section 12(g) of each classthe Act:
| | |
| Title of Each Class | | Name of Each Exchange on Which Registered |
| | |
| Common stock, par value $0.0001 per share | | NASDAQ – OTCBB Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
each exchange on which registered Common Stock, par value $.0001 per share
NASDAQ-OTCBBthe Securities Act.Yeso Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.Yeso Noþ
Indicate by check mark whether the
Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrantregistrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes Xþ No ___
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
the Registrant’sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X .
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
| Large accelerated filero | | Accelerated filero | | Non-accelerated filero | | Smaller reporting companyþ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso Noþ
As of December 31, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant had 22,048,323 shares of Common stock, par value $0.0001 per share, outstanding. As of June 30, 2008, the aggregate market value of the Common stock held by nonaffiliates of the registrant was approximately $2,204.
As of June 22, 2010, 22,048,323 shares of Common stock were outstanding.
Documents Incorporated by Reference:
NONE
Yes ___ No X .
| | | |
Approximate aggregate market value of common stock held by non-affiliates of the registrant as of September 30, 2005 | | $ | 2,204 |
Number of shares of common stock outstanding as of March 20, 2007 | | 22,048,323 |
DOCUMENTS INCORPORATED BY REFERENCE: None.
Table of Contents
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| Item 4A. Directors and Executive Officers of the Registrant | | | | |
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| Item 6. Selected Financial Data, N/A | | | | |
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| Item 9B. Other Information | | | | |
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PART IV |
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| Exhibit 31 |
| Exhibit 32 |
2
PART I
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to successfully implement its turnaround strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties
inher entinherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as representation by the Company or any other person that the objectives and plans of the Company will be achieved. In assessing forward-looking statements included herein, readers are urged to carefully read those statements. When used in the Annual Report on Form 10-K, the words “estimate,” “anticipate,” “expect,” “believe,” and similar expressions are intended to be forward-looking statements.
Item 1. Business
Springfield Company, Inc., formerly known as Nexle Corp., through its
"Custom“Custom Homecraft Building
Systems"Systems”,
proposeshad as its purpose, through June 30, 2007, to develop low cost housing with quality architectural design and construction. The system
operatesas envisioned operated under the idea of completing most, if not all, of the house in a
"factory“factory assembly
building"building”, then transporting the house in sections for final assembly and near immediate
occupancy. Present activity involvesoccupancy, i.e. construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company,
isas of June 30, 2008, was in the development stage and currently has no sales.
RecentSubsequent Events
The Company has just completed its audit, and is
Subsequent events, as noted in the
process of bringing its quarterly and annual reporting current. Reports will be submittednotes to the
NASD to obtain approval foraudited financial statements, demonstrate that as of October 8, 2008, the
business of the Company changed. The Company’s
stock to be traded onnew focus is real estate development and property management specializing in the
over-the-counter market.
development and management of luxury golf course communities. Each community will boast signature championship golf courses, a signature golf academy and have a resort hotel and spa as a centerpiece.
The Company has had
limitedno significant revenues since fiscal 2002, 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’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its
"Custom“Custom Homecraft Building
Systems"Systems”. The system operates under the idea of completing most, if not all, of the house in a
"factory“factory assembly
building"building”, then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company is in the development stage and currently has no sales.
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.
(But see “Subsequent Events” supra).
At June 30,
2004,2008, the Company had no employees.
The Company has had no work stoppages, slow downs or strikes.
Management considers its employee relations to be satisfactory.
Page 2
Presently, the Company feels that there is very little competition for its target market of low-cost housing in primarily rural locations. As the Company is able to expand, we expect to face additional competition from entrenched home builders.(But see “Subsequent Events, Item 1” supra).
3
Item 2. Properties
The Company owns 1 parcel of real estate in Texas.
The Company’s general offices are located in Richmond, Texas. The Company is currently provided office space by a related party at no cost.
Item 3. Legal Proceedings
None.
The Company is subject to litigation,
primarily as a result of customer and vendor claims, in the ordinary conduct of its operations. As of June 30,
2004,2008, the Company had no knowledge of any legal proceedings, which, by themselves, or in the aggregate, would not be covered by insurance or could be expected to have a material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
| | |
| Item 4. | | Submission of Matters to a Vote of Security Holders |
PART II
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters
| | |
| Item 5. | | Market for the Registrant’s Common Equity and Related Stockholder Matters |
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, 2008, there were approximately 37 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
$168$610 on June 30,
2004.
2008.
The Company’s stock was delisted and has not traded over the past
twothree years, thus, no information is available regarding the high and low price range for the last two years.
Page 3
Item 6. Selected Financial Data
The following table sets forth certain selected financial data which should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein.
| | | | | | | | | |
| June 30, |
Income Statement Data | | 2004 | | 2003 | | 2002 | |
Revenues | $ | - | $ | - | $ | - | |
Gross profit | | - | | - | | - | |
Operating income (loss) | | - | | - | | 5,454 | |
Net income (loss) | | - | | - | | 5,454 | |
Basic and diluted earnings (loss) per common share | | - | | - | | - | |
Basic and diluted weighted avg number common shares | | 16,848,000 | | 16,848,000 | | 16,848,000 | |
| | | | | | | |
| | | | | | | |
Balance Sheet Data | | | | | | | |
Current assets | $ | - | $ | - | $ | - | |
Current liabilities | | - | | - | | - | |
Current ratio | | - | | - | | - | |
Total assets | | - | | - | | - | |
Long-term debt | | - | | - | | - | |
Total stockholders' equity (deficit) | | - | | - | | - | |
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| | |
| 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 no revenues since fiscal
20022003 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’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its
"Custom“Custom Homecraft Building
Systems"Systems”. The system operates under the idea of completing most, if not all, of the house in a
"factory“factory assembly
building"building”, then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared.
(But see “Subsequent Events, Item 1” supra).
The Company had a net working capital deficit of
$-0-$197,823 at June 30,
2004 and 2003.2008, as compared with a deficit of $181,537 at June 30, 2007. The Company had
nominimal cash flows,
and no operations.
consisting primarily of new borrowings from related parties, which were used to fund working capital needs.
To continue as a going concern, the Company has developed a low cost housing plan. The Company’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its
"Custom“Custom Homecraft Building
Systems"Systems”. The system operates under the idea of completing most, if not all, of the house in a
"factory“factory assembly
building"building”, then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared.
Page 4
The Company is in the development stage and currently has no sales. (But see “Subsequent Events, Item 1” supra).
4
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
circum-stances.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
ma kemake estimates about the effect of matters that are inherently uncertain.
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.
Expenses are recognized in the period in which they are incurred.
For a more comprehensive list of our accounting policies, including those that involve varying degrees of judgment, see
Note 1 of Notes to Financial Statements.
The Company has
had no
significant revenues since 2002 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
$-0-$ — and
$-0-$24 at June 30,
20042008 and
2003,2007, respectively. The Company had a net working capital deficit of
$-0-$197,823 at June 30,
2004 and 2003.2008, as compared with a deficit of $181,537 at June 30, 2007. The Company had
nominimal cash flows,
no operations and no assets.
consisting primarily of new borrowings from related parties, which were used to fund working capital needs.
To continue as a going concern, the Company has developed a low cost housing plan. The Company’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its
"Custom“Custom Homecraft Building
Systems"Systems”. The system operates under the idea of completing most, if not all, of the house in a
"factory“factory assembly
building"building”, then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company is in the development stage and currently has no sales.
(But see “Subsequent Events, Item 1” supra).
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, 20042008 and 2003,2007, the Company had no outstanding principal balances or anyof $174,880 and $163,980 under several note agreements.agreements with related parties. The borrowings are used for working capital requirements.
5
Page 5
At June 30,
2004,2008, the Company had an aggregate
16,848,00022,048,323 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 common stock
issuances.
Item 7A.
Quantitativeissuances and Qualitative Disclosures about Market Risk
debt.
| | |
| 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.
Financial Statements and Supplementary Data
| | |
| Item 8. | | Financial Statements and Supplementary Data |
The
Consolidated 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.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
| | |
| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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
Items 10.
Directors and Executive Officers of the Registrant
| | |
| Item 10. | | Directors and Executive Officers of the Registrant |
The following table sets forth certain information with respect to the Company’s
current directors and
officers.
officers in FY 2008. | | | | | | |
NAME | | POSITION | | AGE | |
John M. King | | Chairman and President | | | 55 | |
6
Mr. King has over twenty-five years experience in accounting and financial management. He has prior experience as a CEO in the public arena, and has served as Controller and corporate officer for several corporations. He has a history of analytical problem solving, coordinating projects and processes, attention to detail and research, which have led to improved efficiencies, maximization of current resources, and significant contributions to the bottom
Page 6
line. Some of his professional accomplishments include: negotiation of cost-saving contracts; coordination of corporate relocations; negotiation of tax disputes; synchronization of procedures and controls; negotiation of favorable credit terms; and preparation of SBA loan packages. In addition, he has spent time as a financial advisor in the securities industry. Mr. King holds a Master of Business Administration degree from the University of St. Thomas in Houston, Texas.
Meetings and Committees of the Board of Directors
During the fiscal year ended June 30,
2004 ("2008 (“Fiscal
2005"2008”), the
Company'sCompany’s Board of Directors
did not formally
meet.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 2008. 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.
Item 11. Executive Compensation
The following sets forth, for the fiscal years ended June 30,
2004, 2003,2008, 2007, and
2002,2006, 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,
20042006 who received compensation of at least $100,000 during Fiscal
20042008 (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
20042008 to the Named Officers.
Item 12.
Security Ownership of Certain Beneficial Owners and Management
| | |
| 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,
2004,2008, 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.
| | | | | | |
| | Amount of
| | Nature of
| | Percent of
|
Name and address
| | Ownership
| | Ownership (2)
| | Class
|
| | | | | | |
NONE
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
1.
| | | | | | | | | | | |
| | | Amount of | | | Nature of | | Percent of | |
| Name and address | | Ownership | | | Ownership (2) | | Class | |
| John M. King | | | 11,000,000 | | | Direct | | | 50.0 | % |
| Ronald Dominique | | | 3,500,000 | | | Direct | | | 15.9 | % |
| Joseph Muese | | | 1,200,000 | | | Direct | | | 5.4 | % |
Unless otherwise indicated, the address of each beneficial owner is c/o the Company, 3320 Fm 359, Richmond, Texas 77469.
2.7
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act (“Rule 13d-3") and unless otherwise indicated, represents shares of which the beneficial owner has sole voting and investment power.
Page 7
3.
The percentage of class is calculated in accordance with Rule 13d-3 and assumes that the beneficial owner has exercised any options or other rights to subscribe which are execrable within sixty (60) days and that no other options or rights to subscribe have been exercised by anyone else.
| 2. | | Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act (“Rule 13d-3”) and unless otherwise indicated, represents shares of which the beneficial owner has sole voting and investment power. |
| 3. | | The percentage of class is calculated in accordance with Rule 13d-3 and assumes that the beneficial owner has exercised any options or other rights to subscribe which are execrable within sixty (60) days and that no other options or rights to subscribe have been exercised by anyone else. |
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
2006.
Item 13.
Certain Relationships and Related Transactions
2008.
| | |
| Item 13. | | Certain Relationships and Related Transactions |
The following schedule reflects the various note agreements and principal amounts due at June 30, 20042008 and 2003.2007. Foreign Futures, Green Acres, High Sierra, and Pecan Tree are entities owned by the brother of John M. King, the Company’s President. The note payable for land is due to the brother of John M. King.
| | | | | | | | | |
| | | 2008 | | | 2007 | |
| Note payable to Foreign Futures, a related party, at 2.5%, payable as cash flow allows | | $ | 58,750 | | | $ | 56,450 | |
| Note payable to Green Acres, a related party, at 2.5%, payable as cash flow allows | | | 41,150 | | | | 41,150 | |
| Note payable to High Sierra, a related party, at 2.5%, payable as cash flow allows | | | 46,450 | | | | 46,450 | |
| Note payable to Pecan Tree, a related party, at 2.5%, payable as cash flow allows | | | 9,950 | | | | 9,950 | |
| Note payable to GGMF, a related party, at 2.5% payable as cash flow allows | | | 8,600 | | | | — | |
| Note payable to J. King, a related party, at 2.5%, payable as cash flow allows | | | 9,980 | | | | 9,980 | |
| | | | | | | |
| Total long-term debt | | | 174,880 | | | | 163,980 | |
| Less — current maturities | | | 174,880 | | | | 163,980 | |
| | | | | | | |
| Total long-term debt, net of current maturities | | $ | — | | | $ | — | |
| | | | | | | |
| | |
| Item 14. | | Principal Accounting Fees and Services |
| | | | | | | | | |
| | | 2008 | | | 2007 | |
| Audit fees | | $ | 6,920 | | | $ | 5,605 | |
| Audit-related fees | | | -0- | | | | -0- | |
| Tax fees | | | -0- | | | | -0- | |
| All other fees | | | -0- | | | | -0- | |
8
NONE
Item 14. Principle Accounting Fees and Services
| | | | | |
| | | 2004 | | 2003 |
| Audit fees | | -0- | | -0- |
| Audit-related fees | | -0- | | -0- |
| Tax fees | | -0- | | -0- |
| All other fees | | -0- | | -0- |
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,
2004.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
I.
The following financial statements, schedules and exhibits are filed as part of this report:
2008.
| | |
| 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
Consolidated Financial Statements on Page F-1.
See Index to Exhibits.
II.
Reports on Form 8-K – The Company filed no reports on Form 8-K under the Securities and Exchange Act of 1934 during the year ended June 30, 2004
Page 8
| II. | | Reports on Form 8-K — The Company filed no reports on Form 8-K under the Securities and Exchange Act of 1934 during the year ended June 30, 2008 |
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 22, 2010 | | |
| | |
| /s/ | |
| Alain Morlot | |
| President, Chief Executive Officer and
Chief Financial Officer | |
|
9
SPRINGFIELD COMPANY, INC.
INDEX TO FINANCIAL STATEMENTS
June 30, 2008 and 2007
| | | | |
| | PAGE NUMBER | |
| | | | |
| | | F-2 | |
| | | | |
| | | F-3 | |
| | | | |
| Statements of Income for the Years Ended June 30, 2008 and 2007 and inception to date | | | F-4 | |
| | | | |
| | | F-5 | |
| | | | |
| | | F-6 | |
| | | | |
| | | F-7 | |
F-1
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, 2008 and 2007, 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, 2008. 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, 2008, 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, 2008 and 2007 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, 2008, 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
F-2
Springfield Company, Inc.
Balance Sheets
June 30, 2008 and 2007
| | | | | | | | | |
| | | June 30 | | | June 30 | |
| | | 2008 | | | 2007 | |
| | | | | | | | | |
Assets | | | | | | | | |
| Current Assets: | | | | | | | | |
| Cash and cash equivalents | | $ | — | | | $ | 24 | |
| | | | | | | | | |
| Total assets | | $ | — | | | $ | 24 | |
| | | | | | | |
| | | | | | | | | |
Liabilities and Stockholder’s Deficit | | | | | | | | |
| | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 22,943 | | | $ | 17,581 | |
| Notes payable to related parties | | | 174,880 | | | | 163,980 | |
| | | | | | | |
| Total current liabilities | | | 197,823 | | | | 181,561 | |
| | | | | | | |
| | | | | | | | | |
| Stockholders’ deficit | | | | | | | | |
| Common stock, $0.0001 par value, 50,000,000 shares authorized, 22,048,323 shares issued and outstanding | | | 2,205 | | | | 2,205 | |
| Additional paid-in capital | | | 497,333 | | | | 497,333 | |
| Accumulated deficit | | | (697,361 | ) | | | (681,075 | ) |
| | | | | | | |
| | | | | | | | | |
| Total stockholders’ deficit | | | (197,823 | ) | | | (181,537 | ) |
| | | | | | | |
| | | | | | | | | |
| Total liabilities and stockholders’ deficit | | $ | — | | | $ | 24 | |
| | | | | | | |
The accompanying notes are an integral part of these condensed financial statements.
F-3
Springfield Company, Inc.
Statements of Operations
| | | | | | | | | | | | | |
| | | | | | | | | | | Period from | |
| | | | | | | | | | | March 18, 1998 | |
| | | | | | | | | | | (Inception) | |
| | | | | | | | | | | Through | |
| | | Years Ended June 30 | | | June 30, | |
| | | 2008 | | | 2007 | | | 2008 | |
| | | | | | | | | | | | | |
| Revenue | | $ | — | | | $ | — | | | $ | 56,221 | |
| Cost of revenue | | | — | | | | — | | | | 46,455 | |
| | | | | | | | | | | | |
| Gross profit | | | — | | | | — | | | | 9,766 | |
| | | | | | | | | | | | | |
| General and administrative expenses | | | 12,175 | | | | 47,794 | | | | 700,407 | |
| | | | | | | | | | | | | |
| Operating loss | | | (12,175 | ) | | | (47,794 | ) | | | (690,941 | ) |
| | | | | | | | | | | | | |
| Interest expense | | | 4,111 | | | | 2,718 | | | | 6,720 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net loss | | $ | (16,286 | ) | | $ | (50,512 | ) | | $ | (697,361 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Basic and diluted earnings (loss) per share: | | | | | | | | | | | | |
| Earnings (loss) per common share | | $ | (0.00 | ) | | $ | (0.00 | ) | | | n/a | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Basic and diluted weighted average common shares outstanding | | | 22,048,323 | | | | 22,048,323 | | | | n/a | |
The accompanying notes are an integral part of these condensed financial statements.
F-4
Springfield Company, Inc.
Statements of Cash Flows
| | | | | | | | | | | | | |
| | | | | | | | | | | Period from | |
| | | | | | | | | | | March 18, 1998 | |
| | | | | | | | | | | (Inception) | |
| | | | | | | | | | | Through | |
| | | Years Ended June 30 | | | June 30, | |
| | | 2008 | | | 2007 | | | 2008 | |
| Cash flows used by operating activities | | | | | | | | | | | | |
| Net loss | | $ | (16,286 | ) | | $ | (50,512 | ) | | $ | (697,361 | ) |
| Adjustments: | | | | | | | | | | | | |
| Shares issued for services | | | | | | | | | | | 498,175 | |
| Depreciation | | | | | | | | | | | 607 | |
| Loss on disposal of equipment | | | | | | | | | | | 1,779 | |
| Changes in assets and liabilities: | | | | | | | | | | | | |
| Receivables | | | — | | | | 12,079 | | | | — | |
| Accounts payable and accrued expenses | | | 5,362 | | | | (12,580 | ) | | | 22,943 | |
| | | | | | | | | | | | | |
| Net cash used by operating activities | | | (10,924 | ) | | | (51,013 | ) | | | (173,857 | ) |
| | | | | | | | | | | | | |
| Cash flows used by investing activities: | | | | | | | | | | | | |
| Purchase of equipment | | | — | | | | — | | | | (2,336 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash flows provided by financing activities: | | | | | | | | | | | | |
| New borrowings from related party notes | | | 10,900 | | | | 49,700 | | | | 222,834 | |
| Capital Contributions | | | — | | | | 1,313 | | | | 1,313 | |
| Repayments on notes payable — related parties | | | | | | | — | | | | (47,954 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Net cash provided (used) by financing activities | | | 10,900 | | | | 51,013 | | | | 176,193 | |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash | | | (24 | ) | | | — | | | | — | |
| | | | | | | | | | | | | |
| Cash and cash equivalents, beginning of year | | | 24 | | | | 24 | | | | — | |
| | | | | | | | | | |
| Cash and cash equivalents, end of year | | $ | — | | | $ | 24 | | | $ | — | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Supplemental disclosures: | | | | | | | | | | | | |
| Cash paid for federal income taxes | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | |
| Cash paid for interest | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | |
The accompanying notes are an integral part of these condensed financial statements.
F-5
Springfield Company, Inc.
Statements of Stockholders’ Deficit
Years Ended June 30, 2008 and 2007 and for the
Period from March 18, 1998 (Inception) through June 30, 2008
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Additional | | | Retained | | | | |
| | | Common Stock | | | paid-in | | | earnings | | | | |
| | | Shares | | | Amount | | | Capital | | | (deficit) | | | Total | |
| Initial founders shares, issued March 18, 1998 | | | 443,664 | | | $ | 44 | | | $ | — | | | $ | (44 | ) | | $ | — | |
| Net loss — 2000 | | | — | | | | — | | | | — | | | | (954 | ) | | | (954 | ) |
| Additional shares issued to founders | | | 54,659 | | | | 5 | | | | — | | | | (5 | ) | | | — | |
| Net loss — 2001 | | | — | | | | — | | | | — | | | | (4,500 | ) | | | (4,500 | ) |
| Net income — 2002 | | | — | | | | — | | | | — | | | | 5,454 | | | | 5,454 | |
| Net loss — 2003 | | | — | | | | — | | | | — | | | | — | | | | — | |
| Net loss — 2004 | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| Balance June 30, 2004 | | | 498,323 | | | | 50 | | | | — | | | | (50 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock for services | | | 4,100,000 | | | | 410 | | | | 409,590 | | | | | | | | 410,000 | |
| Issuance of common stock for services | | | 1,000,000 | | | | 100 | | | | | | | | | | | | 100 | |
| Issuance of common stock for services | | | 15,950,000 | | | | 1,595 | | | | 74,680 | | | | | | | | 76,275 | |
| Net loss for 2005 | | | | | | | — | | | | — | | | | (539,326 | ) | | | (539,326 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance-June 30, 2005 | | | 21,548,323 | | | | 2,155 | | | | 484,270 | | | | (539,376 | ) | | | (52,951 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock for services | | | 100,000 | | | | 10 | | | | 9,990 | | | | | | | | 10,000 | |
| Issuance of common stock for services | | | 400,000 | | | | 40 | | | | 1,760 | | | | | | | | 1,800 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss for 2006 | | | | | | | | | | | | | | | (91,187 | ) | | | (91,187 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance-June 30, 2006 | | | 22,048,323 | | | | 2,205 | | | | 496,020 | | | | (630,563 | ) | | | (132,338 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Contributed capital | | | | | | | | | | | 1,313 | | | | | | | | 1,313 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss for 2007 | | | | | | | | | | | | | | | (50,512 | ) | | | (50,512 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance-June 30, 2007 | | | 22,048,323 | | | | 2,205 | | | | 497,333 | | | | (681,075 | ) | | | (181,537 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss for 2008 | | | | | | | | | | | | | | | (16,286 | ) | | | (16,286 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance-June 30, 2008 | | | 22,048,323 | | | | 2,205 | | | | 497,333 | | | | (697,361 | ) | | | (197,823 | ) |
The accompanying notes are an integral part of these financial statements.
F-6
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,
2007 /s/
John M. King
President, Chief Executive Officer and
Chief Financial Officer
Pursuant2008, Credit Capital loaned $150,000 to the requirementsCompany 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 Securities Exchange ActCompany, completed a Common Stock Purchase Agreement with Belmont Partners, LLC whereby Mr. King received a control block of 1934, this reportanother 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.
F-7
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 been signed belowrecorded 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 following personsweighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on behalfan “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 Registrant andCompany 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.
F-8
Note 2. Going Concern
As shown in the capacitiesaccompanying financial statements, Springfield incurred recurring net losses and onhas 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. Payable – Related Parties
Long-term debt is summarized as follows as June 30:
| | | | | | | | | |
| | | 2008 | | | 2007 | |
| | | | | | | | | |
| Note payable to Foreign Futures, a related party, interest at 2.5% per annum, due on demand | | $ | 58,750 | | | $ | 56,450 | |
| Note payable to Green Acres, a related party, interest at 2.5% per annum, due on demand | | | 41,150 | | | | 41,150 | |
| Note payable to High Sierra, a related party, interest at 2.5% per annum, due on demand | | | 46,450 | | | | 46,450 | |
| Note payable to Pecan Tree, a related party, interest at 2.5% per annum, due on demand | | | 9,950 | | | | 9,950 | |
| Note payable to J. King, a related party, interest at 2.5% per annum, due on demand | | | 9,980 | | | | 9,980 | |
| Note payable to GGMF Interest, LLC, a related party, interest at 2.5% per annum, due on demand | | | 8,600 | | | | — | |
| | | | | | | |
| | | | | | | | | |
| Total notes payable — related parties | | $ | 174,880 | | | $ | 163,980 | |
| | | | | | | |
Note 4. Stockholders’ Equity
On March 7, 2005, the
date(s) indicated:
/s/
John M. King
President, Chief Executive Officer,
Chief Financial OfficerCompany 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
Director
INDEX TO EXHIBITS
Exhibit
Sequential Page
Number
Description of Document
Number
*31
Certification ofvalued 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, Chief Executive Officer1,200,000 common shares to Joseph Muese, and Chief Financial Officer pursuant1,000,000 common shares to Rule 13a-14(a) underRonald Dominique. The Company valued these shares at $.0048 per share or $28,454.
On June 6, 2005, the Securities Exchange ActCompany issued 1,000,000 common shares to Belmont Partners LLC for services rendered and valued at $.0001 per share or $100.
F-9
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 1934the auditor’s report and there are no material events.
*32F-10
Certification of John M. King, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
*Filed herewith.
INDEX TO EXHIBITS
| | |
| Exhibit Page Number | | Description of Document |
| | |
| *31 | | Certification of Alain Morlot, Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 |
| | |
| *32 | | Certification of Alain Morlot, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
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