UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-52945

(LOGO)

SPRINGFIELD COMPANY, INC.

Delaware		52-2303874
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
410 Park Ave., 15th Floor, Ste. 1188, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of June 22, 2010, Springfield Company, Inc. had 22,048,323 shares of common stock, $.0001 par value, outstanding.

 

 

SPRINGFIELD COMPANY, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2009

TABLE OF CONTENTS

PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Balance Sheets as of September 30, 2009 and June 30, 2009			3
Unaudited Statements of Operations for the Three Months Ended September 30, 2009 and 2008 and for the Period from Inception through September 30, 2009			4
Unaudited Statements of Cash Flows for the Three Months Ended September 30, 2009 and 2008 and for the Period from Inception through September 30, 2009			5
Notes to the Unaudited Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			7
Item 3. Quantitative and Qualitative Disclosures about Market Risk			8
Item 4. Controls and Procedures			8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			8
Item 3. Defaults Upon Senior Securities			8
Item 4. Submission of Matters to a Vote of Security Shareholders			8
Item 5. Other Information			9
Item 6. Exhibits and Reports on Form 8-K			9
SIGNATURES			10
Exhibit 31
Exhibit 32

PART 1. FINANCIAL INFORMATION

Springfield Company, Inc.

Balance Sheets

(A Development Stage Company)

(Unaudited)

		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

The accompanying notes are an integral part of these financial statements.

Springfield Company, Inc.

Statements of Operations

(A Development Stage Company)

(Unaudited)

		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

The accompanying notes are an integral part of these financial statements.

Springfield Company, Inc.

Statements of Cash Flows

(A Development Stage Company)

(Unaudited)

		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

The accompanying notes are an integral part of these financial statements.

SPRINGFIELD COMPANY, INC.

Notes to the Unaudited Financial Statements

(A Development Stage Company)

Note A — Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results which may be expected for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Note B — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no significant revenues sources since fiscal 2002 and a negative working capital, which raises substantial doubt about its ability to continue as a going concern.

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 operations under the idea of completing most, if not all, of the house in a “factory assembly building”, then transporting the house in section for final assembly and near immediate occupancy. Present plans involve construction within 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.

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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains 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 Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent 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 Quarterly Report on Form 10-Q, the words “estimate”, “anticipate”, “expect”, “believe” and similar expressions are intended to be forward-looking statements.

In the ordinary course of business, we have made a number of estimates and assumption 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 from 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 in 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.

Results of Operations

The Company has had no significant revenues, no cash flows from operations and is funding its working capital needs from borrowings from related parties. These factors raise substantial doubt about its ability to continue as a going concern.

As of October 8, 2008, the business of the Company formally changed to pursue real estate development and property management specializing in the development and management of luxury golf course communities. Each community will boast signature championship golf courses, a signature golf course academy and have a resort hotel and spa as a centerpiece. The Company will depend on the benefits of joint ventures, debt financing, sale of common stock through exempt offering(s) and/or public offering(s) to provide working capital.

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.

Capital Resources and Liquidity

Cash and cash equivalents were $0 and $14,934 at September 30^th, 2009 and June 30, 2009 respectively. The Company had a net working capital deficit of $163,982 at September 30th, 2009, as compared with a deficit of $146,048 at June 30, 2009. 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 t 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

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 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is collected and communicated to management to allow timely decisions regarding required disclosures. The Chief Executive Officer and the Chief Financial Officer have concluded, based on their evaluation, the disclosure controls and procedures were ineffective in providing reasonable assurance that material information is made known to them by others within the Company:

a) We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of generally accepted accounting principles commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the consolidated financial statements, including disclosures, will not be prevented or detected on a timely basis; and

b) There is a lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis. Management’s efforts to address these deficiencies in its disclosure controls and procedures is reflected in its commitment to providing continued education and training for our Chief Financial Officer and accounting staff to ensure the level of expertise required for a public company. In addition, management has budgeted in the coming year for additional accounting staff to address internal control weaknesses associated with lack of segregation of duties.

There have been no changes to our internal control in the quarter ended September 30, 2009.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE.

ITEM 2. UNREGISTERED SALES OF EQUITY 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

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.

SIGNATURES

Pursuant to the requirements 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.