SECURITIES AND EXCHANGE COMMISSION
Washington,
(Mark One)
[X]
Quarterly Report Pursuant to Section
[ ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
2009
Delaware
52-2303874
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
(Identification number)
3320 FM 359, Richmond, TX 77469
(Address including zip code and
| 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, NY | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
John M. King, President
3320 FM 359
Richmond, TX 77469
(832) 595-2374
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
code: (212) 231-8383
Number Noo
1
Springfield Company, Inc.
Index
Part I.
Financial Information
Item 1. Financial Statements (Unaudited)
Page Number
Condensed Balance Sheets as of
September 30, 2005 and June 30, 2005
3
Condensed Statements of Income for the
Three Months Ended September 30, 2005 and 2004
4
Condensed Statements of Cash Flows for the
Three Months Ended September 30, 2005 and 2004
5
Notes to the Condensed Consolidated Financial Statements
6
Item 2.Management’s Discussion and Analysis of Financial Condition and
Results of Operations
7
Item3. Quantitative and Qualitative Disclosures About Market Risk
8
Item 4. Controls and Procedures
8
Part II.
Other Information
9
Item 1.
Legal Proceedings
9
Item 2.
Changes in Securities and Use of Proceeds
9
Item 3.
Defaults upon Senior Securities
9
Item 4.
Submission of Matters to a Vote of Security Holders
9
Item 5.
Other Information
9
Item 6.
Exhibits and Reports on Form 8-K
9
Signatures
10
2
Part I. Financial Information
Item 1. Financial Statements
Springfield Company, Inc.
Condensed Balance Sheets
(Unaudited)
September 30,
June 30,
2005
2005
Assets
Current Assets:
Cash and cash equivalents
$ 663
$ 224
Other current assets
11,596
12,079
Total current assets
12,259
12,303
Property and equipment, net
36,500
36,500
Subscriptions receivable
420,000
410,000
| Large accelerated filero | Accelerated filero |
Total assets
$ 468,759
$ 458,803
| Non-accelerated filero | Smaller reporting companyþ | |||||
| (Do not check if a smaller reporting company) |
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses
$ 30,177
$ 24,803
Notes payable to related parties
100,110
76,951
Total current liabilities
130,287
101,754
Long-term debt, net of current portion
-
-
Total liabilities
130,287
101,754
Stockholders’ equity (deficit)
Common stock, $0.0001 par value, 50,000,000 shares
authorized, 22,048,323 and 21,548,323 shares issued
and outstanding, respectively
2,204
2,154
Additional paid-in capital
495,871
484,121
Accumulated deficit | (159,603) |
| (129,226) |
Total stockholders’ equity
338,472
357,049
| Item 1. Financial Statements |
Total liabilities and stockholders’ equity
$ 468,759
$ 458,803
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| Exhibit 31 | ||||||||
| Exhibit 32 | ||||||||
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| September 30th, 2009 | June 30th, 2009 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | — | $ | 14,934 | ||||
| Total Assets | — | 14,934 | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 13,982 | $ | 10,982 | ||||
| Notes payable — related parties | 150,000 | 150,000 | ||||||
| Total current liabilities | 163,982 | 160,982 | ||||||
| �� | ||||||||
| Total liabilities | 163,982 | 160,982 | ||||||
| Stockholder’s 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 | 701,074 | 701,074 | ||||||
| Deficit accumulated during the development stage | (867,261 | ) | (849,327 | ) | ||||
| Total stockholders’ deficit | (163,982 | ) | (146,048 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | — | $ | 14,934 | ||||
3
Condensed
Operations
| |||
|
| ||
Revenues
$ -
$ -
Cost of sales
-
-
Gross profit
-
-
Costs and operating expenses:
General & administrative expenses
6,926
-
Consulting fees
1,800
-
Employment expenses
21,651
-
Depreciation and amortization
-
-
Total operating expenses
30,377
-
Operating income (loss)
(30,377)
-
Other income (expense)
-
-
Income (loss) before income taxes
(30,377)
-
Provision for income taxes
-
-
Net income (loss)
$ (30,377)
$ -
Basic and diluted earnings (loss) per share:
Earnings (loss) per common share
$ (0.001)
$ -
| Three months ended | Period from | |||||||||||
| September 30th, | March 18, 1998 (inception) | |||||||||||
| 2009 | 2008 | to September 30th, 2009 | ||||||||||
| Revenues | $ | — | $ | — | $ | 56,221 | ||||||
| Cost of revenues | — | — | (46,455 | ) | ||||||||
| Gross profit | — | — | 9,766 | |||||||||
| General and administrative expenses | 14,934 | 63,389 | 850,210 | |||||||||
| Operating loss | (14,934 | ) | (63,389 | ) | (840,444 | ) | ||||||
| Interest expense | 3,000 | 4,274 | 26,817 | |||||||||
| Net loss | $ | (17,934 | ) | $ | (67,663 | ) | $ | (867,261 | ) | |||
| Basic and diluted loss per share: | ||||||||||||
| Loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted average common shares outstanding | 22,048,323 | 22,048,323 | ||||||||||
4
Condensed
| |||
|
| ||
Cash flows provided (used) by operating activities:
Net income (loss)
$ (30,377)
$ -
Adjustments to reconcile net income (loss) to net
cash used in operating activities
Depreciation and amortization
-
-
Compensation costs
1,800
-
(Increase) decrease in accounts receivable
483
-
Increase (decrease) in accounts payable
5,374
-
Net cash provided (used) by operating activities
(22,720)
-
Cash flows provided (used) by investing activities:
Issuance of subscriptions receivable
(10,000)
-
Net cash used by investing activities
(10,000)
-
Cash flows used by financing activities:
Proceeds from issuance of common stock
10,000
-
Borrowings from related party notes
23,159
-
Net cash provided by financing activities
33,159
-
Net increase (decrease) in cash
(439) -
Cash and cash equivalents, beginning of period
224
-
Cash and cash equivalents, end of period
$ 633
$ -
Supplemental disclosures:
Cash paid for federal income taxes
$ -
$ -
Cash paid for interest
$ -
$ -
| Three months ended | Period from | |||||||||||
| September 30th, | March 18, 1998 (inception) | |||||||||||
| 2009 | 2008 | to September 30th, 2009 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | (17,934 | ) | $ | (67,663 | ) | $ | (867,261 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Shares issued for services | — | — | 498,175 | |||||||||
| Depreciation | — | — | 607 | |||||||||
| Loss on disposal of equipment | — | — | 1,779 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts payable and accrued expenses | 3,000 | 4,418 | 42,843 | |||||||||
| Net cash used in operating activities | (14,934 | ) | (63,245 | ) | (323,857 | ) | ||||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||||||
| Purchase of equipment | — | — | (2,336 | ) | ||||||||
| Net cash used in investing activities | — | — | (2,336 | ) | ||||||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||||||
| Capital contributions | — | — | 1,313 | |||||||||
| Repayments on notes payable to related parties | — | — | (47,954 | ) | ||||||||
| Proceeds from notes payable to related parties | — | 150,000 | 372,834 | |||||||||
| Net cash provided by financing activities | — | 150,000 | 326,193 | |||||||||
| NET CHANGE IN CASH | (14,934 | ) | 86,755 | — | ||||||||
| CASH AT BEGINNING OF YEAR | 14,934 | — | — | |||||||||
| CASH AT END OF YEAR | $ | — | $ | 86,755 | $ | — | ||||||
| SUPPLEMENTAL INFORMATION: | ||||||||||||
| Interest paid | $ | — | $ | — | $ | — | ||||||
| Income taxes paid | $ | — | $ | — | $ | — | ||||||
| NON CASH INVESTING AND FINANCING ACTIVITIES | ||||||||||||
| Debt forgiveness by related parties | $ | — | $ | — | $ | 203,741 | ||||||
5
period, as reported in the Form 10-K, have been omitted.
full year.
stage.
Note C – Related Party Notes Payable
At September 30, 2005 and June 30, 2005, the Company had outstanding principal balances of $100,110 and 76,951 under several note agreements with related parties. The borrowings are used for working capital requirements.
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Note D– Common Stock Transactions
On July 29, 2005, the Company issued an aggregate 400,000 common shares for consulting services rendered to an individual. The Company recorded $1,800 in consulting fees in conjunction with this transaction.
On August 18, 2005, the Company issued 100,000 common shares to an accredited investor under a Securities Subscription Agreement for $0.10 per common share or $10,000. In conjunction with the Securities Subscription Agreement, the Company issued a Subscription promissory note to the purchaser. Terms of the promissory note calls for payment of the subscriptions at the time the Company is relisted on a national stock exchange.
As of September 30, 2005 and June 30, 2005, the Company is due $420,000 and $410,000 under the subscription promissory notes.
ItemITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
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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.
Results of Operations
7
Cash and cash equivalents were $683 and $-0- at September 30, 2005 and 2004, respectively. The Company had a net working capital deficit of $118,028 at September 30, 2005, as compared with a deficit of $89,451 at June 30, 2005. The Company had minimal cash flows, 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 Homecraft Building Systems". The system operates under the idea of completing most, if not all, of the house in a "factory assembly 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.
ItemITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item
The management ofprocedures have been designed to ensure that information required to be disclosed by the Company with the participation of theis collected and communicated to management to allow timely decisions regarding required disclosures. The Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in
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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 Chief Financial Officer have concluded, thatbased on their evaluation, the Company’s disclosure controls and procedures are effectivewere ineffective in enablingproviding reasonable assurance that material information is made known to them by others within the Company to record, process, summarize,Company:
In addition, the managementareas of financial reporting and disclosure controls and procedures. As a result, there is a lack of monitoring of the Company, with the participationfinancial reporting process and there is a reasonable possibility that material misstatements of the Company’s Chief Executive Officerconsolidated financial statements, including disclosures, will not be prevented or detected on a timely basis; and
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Part II. Other Information
Item 1.
Legal Proceedings
None.
Item 2.
Changes in Securities and Use of Proceeds
None.
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Submission of Matters to a Vote of Security Shareholders
None.
Item 5.
Other Information
None.
Item 6.
Exhibits and Reports on Form 8K
A.
Exhibits.
Exhibit 31 – Certification of John M. King, Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
Exhibit 32 – Certification of John M. King, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
B. Reports on Form 8K
None.
| �� | ||||
| Exhibit | ||||
| No. | Description | |||
| 31 | Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
9
Signatures
SIGNATURES
| SPRINGFIELD COMPANY, INC. | ||||
| Date: June 22, 2010 | /s/ Alain Morlot | |||
| Alain Morlot | ||||
| President and Chief Executive Officer (Principal Executive Officer) | ||||
| /s/ Alain Morlot | ||||
| Alain Morlot | ||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
Dated: July 31, 2007
SPRINGFIELD COMPANY, INC.
By: /s/
John M. King
President, Chief Executive Officer
and Chief Financial Officer
10