Edgar Filing: HEALTHCARE BUSINESS SERVICES GROUPS, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from to
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Commission file number: 000-50014

HEALTHCARE BUSINESS SERVICES GROUPS, INC.
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(Exact name of small business issuer as specified in its charter)

NEVADA 88-0478644
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

1126 West Foothill Blvd, Suite 105, Upland, CA 91786
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(Address of principal executive offices)

(909) 608-2035
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(Registrant's telephone number)

WINFIELD FINANCIAL GROUP, INC.
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(Former name or former address,
if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, $.001 PAR VALUE PER SHARE

Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the most recent fiscal year ended December 31,
2004 were $1,793,739.

The aggregate market value of the issuer's voting and non-voting common
equity held by non-affiliates computed by reference to the average bid and ask
price of such common equity as of April 11, 2005, was approximately
$1,435,037.50.

As of April 11, 2005 the issuer had 31,040,150 shares of common stock,
$.001 par value per share outstanding ("Common Stock"), which does not include
12,500 shares of Common Stock, which have been purchased by an investor, but
which the Company has not issued to the investor, as of the date of this filing.

Documents Incorporated by Reference: NONE

Transitional Small Business Disclosure Format: Yes [ ] No [X]

HEALTHCARE BUSINESS SERVICES GROUPS, INC.
FORM 10-KSB
YEAR ENDED December 31, 2004
INDEX

Part I

Item 1. Description of Business 4

Item 2. Description of Property 10

Item 3. Legal Proceedings 11

Item 4. Submission of Matters to a Vote of
Security Holders 13

Part II

Item 5. Market for Common Equity and Related
Stockholder Matters 13

Item 6. Management's Discussion and Analysis or
Plan of Operation 15

Item 7. Financial Statements 21

Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure 22

Item 8A. Controls and Procedures 23

Part III

Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with
Section 16(a) of the Exchange Act 24

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters 26

Item 12. Certain Relationships and Related
Transactions 27

Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits 28

(b) Reports on Form 8-K 29

Item 14. Principal Accountant Fees and Services 30

PART I

ITEM 1. DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-KSB (this "Form 10
KSB"), including statements under "Item 1. Description of Business," and "Item
6. Management's Discussion and Analysis", constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the "Reform Act"). Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "should", or "anticipates", or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Healthcare
Business Services Groups, Inc. (the Company", "we", "us" or "our") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. References in this form
10-KSB, unless another date is stated, are to December 31, 2004.

BUSINESS DEVELOPMENT

The Company was incorporated in the State of Nevada on May 2, 2000, as
Winfield Capital Group, Inc. On June 6, 2001, the Company filed a Certificate
of Amendment to its Articles of Incorporation to affect a name change to
"Winfield Financial Group, Inc." On April 23, 2004, the Company acquired 100%
of the equity interest of Healthcare Business Services Groups, Inc.
("Healthcare"). As part of the same transaction, the Company acquired 100% of
the equity interest of AutoMed Software Corp. ("AutoMed") and Silver Shadow
Properties, LLC ("Silver Shadow") on May 7, 2004. Prior to the Acquisition
(defined below), the Company was a business broker, primarily representing
sellers and offering its clients' businesses for sale. As a result of the
acquisition, the Company changed its business focus to medical billing. On
January 7, 2005, the Company filed a Certificate of Amendment to its Articles of
Incorporation, with the Nevada Secretary of State and changed its name to
"Healthcare Business Services Groups, Inc."

-4-

On April 23, 2004, the Company acquired 100% of the issued and outstanding
shares of Healthcare Business Services Groups, Inc., a Delaware corporation
("Healthcare"). As part of the same transaction on May 7, 2004, the Company
acquired 100% of the issued and outstanding shares of AutoMed Software Corp., a
Nevada corporation ("AutoMed"), and 100% of the membership interests of Silver
Shadow Properties, LLC, a Nevada single member limited liability company
("Silver Shadow"). The transactions are collectively referred to herein as the
"Acquisition." The Company acquired Healthcare, AutoMed, and Silver Shadow from
Chandana Basu, the sole owner, in exchange for 25,150,000 newly issued treasury
shares of the Company's Common Stock. As a result of the Acquisition, the
Company has changed its business focus. The term "Company" shall include a
reference to Healthcare Business Services Groups, Inc. (the "Company"),
Healthcare, AutoMed and Silver Shadow unless otherwise stated in this report on
Form 10-KSB. Healthcare, AutoMed and Silver Shadow are sometimes collectively
referred to herein as "HBSGI."

On June 21, 2004, the Company entered into an agreement with Robert Burley
(former Director, President and Chief Executive Officer of the Company) and
Linda Burley (former Director and Secretary of the Company) whereby the Company
agreed to transfer certain assets owned by the Company immediately prior to the
change in control in consideration for Mr. and Mrs. Burley's cancellation of an
aggregate of 2,640,000 of their shares of the Company's common stock. The
Company transferred the following assets to Mr. and Mrs. Burley: i) the right
to the name "Winfield Financial Group, Inc."; and ii) any contracts, agreements,
rights or other intangible property that related to the Company's business
operations immediately prior to the change in control whether or not such
intangible property was accounted for in the Company's financial statements.
After the issuance of shares to Ms. Basu and the cancellation of 2,640,000
shares of Mr. and Mrs. Burley's Common Stock, there were 29,774,650 shares of
the Company's Common Stock outstanding. As a result of these transactions,
control of the Company shifted to Ms. Basu. Ms. Basu currently owns 25,150,000
shares (or approximately 81.1%) out of 31,040,150 shares of the Company's issued
and outstanding Common Stock.

The Company is a holding company for HBSGI. The business operations
discussed herein are conducted by HBSGI. The Company, through HBSGI, is engaged
in the business of providing medical billing services to health care providers
in the United States.

DESCRIPTION OF THE COMPANY'S FORMER BUSINESS OPERATIONS

Prior to the Acquisition of Healthcare, AutoMed, and Silver Shadow
(described above), the Company operated as a business broker, primarily
representing sellers and offering its clients' businesses for sale. The Company
limited its business to asset sale transactions and not transactions in which
businesses are sold through the sale of stock.

DESCRIPTION OF THE COMPANY'S CURRENT BUSINESS OPERATIONS

As a result of the Acquisition, discussed above, the Company operates as a
medical billing service provider which attempts to assist various health care
providers to enhance their billing functions. The Company has a diversified
market base with customers in Texas, California, Florida, and Washington. The
Company has developed a proprietary medical billing software system named
AutoMed. The Company has beta tested AutoMed, is currently using AutoMed
in-house for its billing services, and plans to market AutoMed commercially in
2005. The Company expects that after AutoMed is launched, the Company's
revenues will grow over the next three to five years, as the Company extends its
billing model into the technology era, however, the Company can give no
assurances that it will see increases in revenue, when AutoMed is launched, if
ever. In addition, the Company made an investment in real estate which the
Company had rezoned for development and construction of a surgical center, which
the Company plans to begin in the second quarter of 2005, assuming the Company
is able to obtain financing and permits, of which there can be no assurance.

-5-

The Company controls a reimbursement account through which
all of the money is deposited. The Company retains a percentage of the
collection as a fee, typically 10%, and remits the balance to the client.

DESCRIPTION OF THE COMPANY'S PRINCIPAL PRODUCTS AND SERVICES

The Company is a medical reimbursement consulting firm dedicated to helping
medical practices become more efficient and save money by allowing them to
out-source their insurance processing and medical billing functions. The
Company currently provides medical billing services ("Medical Billing") to
various health care providers within the United States. The Company is in the
process of entering into two new lines of business: the research, development
and marketing of its proprietary medical billing software ("AutoMed") and the
development, construction and management of surgery centers ("Surgery Centers").

The Company's traditional core competency is Medical Billing. The Company
conducts the Medical Billing line of business through its Delaware subsidiary,
Healthcare Business Services Groups, Inc. With Medical Billing, the Company has
a successful track record of assisting various health care providers to
successfully enhance their billing function. The Company also continues to
increase relationships with physicians and medical specialty practices around
the country to provide its Medical Billing services. The Company believes
that the automated AutoMed line of business will provide higher margins to the
Company's overall business operations. The Company believes that the
asset-backed Surgery Centers line of its business will provide stability to the
Company's overall financial condition.

To complement Medical Billing, and to provide a distinct, higher margin
product offering, the Company developed AutoMed, a proprietary software that
streamlines and automates electronic billing services. The Company plans to
conduct the AutoMed line of business through AutoMed Software Corp. ("AutoMed").
The Company has installed, and is currently beta testing, AutoMed at some of the
Company's existing medical billing clients. The Company believes that automated
medical billing and medical billing software are markets that will experience
substantial growth in terms of revenues and net profits over the next few years.
The Company anticipates that the AutoMed line of business has the potential to
grow substantially over the next three to five years extending the Medical
Billing line of business into the area of technology and automation.

The Company plans to broaden its product and service offerings to include
the Surgery Centers line of business. The Company plans to conduct the Surgery
Centers line of business through Silver Shadow Properties, LLC ("Silver
Shadow"). The Surgery Centers line of business is intended to diversify the
Company's business operations. Silver Shadow owns real estate in Upland,
California and has plans to renovate an existing building and to construct a new
building for its surgery center, as discussed below under the heading
"Description of Property." The Company intends to be a value-added developer
and manager of high-quality surgery centers in each geographic market where it
currently offers Medical Billing. The Company believes that it has a positive
reputation in the medical industry, particularly in the geographic markets where
it provides Medical Billing. As such, the Company believes that it will be able
to partner with physicians and hospitals to be a low cost provider of surgical
services in each community where it plans to develop, own and manage Surgery
Centers. The Company believes that, as an asset-backed investment, Surgery
Centers will provide a stable revenue stream that the Company expects will
enhance with each new surgery center that the Company opens; however, the
Company can give no assurances that the Surgery Centers will provide a stable
revenue stream, or that the Company will open any surgery centers.

-6-

The Company believes that the combination of Medical Billing, AutoMed and
Surgery Centers offers an adequate diversity of revenue streams to enhance the
Company's earning potential.

COMPETITIVE BUSINESS CONDITIONS

MEDICAL BILLING

Due to today's extremely competitive healthcare industry, many healthcare
providers are outsourcing their billing operations. Medical billing services
exist to help healthcare providers better manage their medical practices. These
services relieve medical professionals of tedious detail work, but rarely do
they offer a means to substantially maximize the medical practice's bottom line.

Medical billing companies generally gather patient information and billing
details from a physician or clinic and submit these details to insurance
carriers for payment. A billing company may also submit statements to a patient
for payment of the patient's portion. The Company distinguishes itself from
thousands of other billing agencies in the industry as a customized billing
agency and a "one-stop shopping" service for all medical practice administrative
functions. The Company considers its medical billing service to be the key to
its clients getting paid efficiently and quickly by private and government
administered insurance companies.

The Company provides a customized medical billing service that can be fine
tuned to any medical practice or specialty. The Company provides a wide range
of billing services including:

- Delinquent account management
- Surgery center setup and management
- Assessment of practice cash flow
- Practice management
- Health Maintenance Organization (HMO), Preferred Provider Organization
(PPO) and capitation contract management
- Business Auditing

The medical billing business is labor intensive; however, the Company
believes that its clients collect more revenue than they otherwise would collect
without the Company's services. Due to this benefit to its clients, Healthcare
has experienced continued growth since its inception in 1994. By outsourcing
the medical billing function, the Company believes that its clients have been
able to maximize their return from insurance carriers, and to allocate their
office staff capacity to more crucial tasks.

Electronic submission of insurance claims provides cost savings and
decreases in payment time over traditional paper based submissions. These
factors have made electronic submission much more appealing to clients and have
sparked a growing demand. Potential users of electronic submission include
family practice, internal medicine, surgeons, psychologists, chiropractors,
physical therapists, podiatrists, specialists, ambulance services, medical
laboratories, ambulatory surgery centers and hospitals. In order to service
this growing demand, the Company has developed AutoMed (discussed below) which
it has installed, and is currently beta testing, with several of its existing
Medical Billing clients.

AUTOMED

The Company initially designed AutoMed to satisfy its custom medical
billing needs. The Company began implementing AutoMed in the Company's Medical
Billing line of business in July 2003. The Company has been using AutoMed since
October 2003 for all new medical billing. The Company intends to use AutoMed
for other aspects of medical office management as well, as discussed below. The
Company is currently beta testing certain aspects of AutoMed at existing medical
billing clients and developing certain other aspects of AutoMed. During 2005,
the Company plans to market AutoMed as a means of providing "one-stop shopping"
for medical office management.

-7-

The Company plans for the AutoMed line of business to be a means to provide
automated billing software that is customized for medical practices and
hospitals, particularly in the area of insurance claims processing via
electronic submission. AutoMed is designed to help medical practices become
more efficient and save money by allowing them to cost effectively manage their
insurance processing and medical billing functions. AutoMed gives a private
practice, hospital, or surgical center the capability to submit electronic
billing of their medical insurance claims.

A client can use AutoMed to immediately input claims. AutoMed can
incorporate the unique processing requirements for various designated insurance
carriers and edit the submitted data accordingly before transmitting the
information to the appropriate insurance carrier for reimbursement. The Company
believes that this process facilitates accuracy and rapid payment in most cases.
Upon receiving the electronically submitted insurance claim, the insurance
carriers process the claim and send the payment directly to the client. The
Company believes that AutoMed not only provides electronic transmission to
insurance carriers and computerized data verification, but also eliminates much
of the human element and simplifies and accelerates the claims filing process.

In addition to electronic claims submission, AutoMed can automatically
generate practice management reports, material management reports, practice
analysis and financial reports to provide the healthcare provider with control
over the medical practice. Users can access reports over the Internet from
anywhere at any time. The Company believes that with managed care sweeping the
country, it is imperative for medical practices to evaluate the benefits that
they receive from affiliation with different organizations. AutoMed tracks
payments and analyzes the information to produce customized reports showing
profitability, or lack of profitability, with each managed care facility. These
reports are critical when decisions need to be made on renewing and negotiating
contracts. The Company believes that AutoMed will provide outstanding accuracy,
quality, and service to facilitate such negotiations.

AutoMed can track secondary and supplementary insurance so that payments
and balances are accurately applied. AutoMed utilizes open-item accounting,
where most other systems use balance-forward accounting. AutoMed can track
outstanding receivables with insurance aging reports in several different
sequences for ease of use. AutoMed can do a complete practice analysis to show
the client's sources of cash, which the Company believes a client can use to
increase its office efficiency. For each medical procedure, AutoMed can
calculate and print the charges and percentage of total charges that the
procedure represents for immediate reference by the client. AutoMed can
generate transactional journals and detail ledgers to provide an accurate
overall picture of the client's medical practice.

AutoMed is aimed at eliminating the need for employees to perform coding
and billing. With AutoMed, clients can directly submit an electronic claim after
examining the patient, which bypasses bottlenecks that the Company believes are
caused by coding and billing. The system prints a copy of the bill and
simultaneously submits the form to the appropriate insurance company. By
implementing AutoMed, the Company believes that a medical practice may save
several thousand dollars per year. The Company believes that AutoMed can provide
a medical practice with an increased percentage of insurance claims paid, a
reduced cost per insurance claim processed, an increased turnover of accounts
receivable, and a reduced suspension/rejection rate for insurance claims.

Future Plans for Medical Office Management
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During 2005, the Company plans to market AutoMed as a means of providing
"one-stop shopping" for medical office management. The Company will market
AutoMed as a full-service medical billing and reimbursement software package
that may be used as the single resource for a medical practice's entire claims
processing function. The policy behind AutoMed is to customize the software
packages based on the medical specialization and the needs of each office or
hospital. The Company believes that its one-stop model is a new paradigm that
provides greater operational efficiency by minimizing software vendor
relationships and the need for patch-work interfaces between them. The Company
plans for AutoMed to provide the following services as part of "one-stop
shopping":

-8-

- Automatic patient record setup using electronic registration forms
completed by the patient or front office;
- Automatic electronic and manual medical claims filing using electronic
(rather than paper) superbill forms completed and submitted by the
medical service provider;
- Automatic patient statement (initial and monthly statements);
- Automatic Medicare remittance processing;
- Auto-tracking and auto-reminder to order drugs, materials, and
supplies;
- Electronic prescription tracking;
- Automatic follow up collection notices to patients within a certain
number of days of nonpayment;
- Automatic follow up to insurance companies if payment has not been
received within a certain number of days;
- Automatic practice management reports generated for printing on a
local printer and uploaded to the Internet for office access;
- Automated transcription services; and
- Access to electronic medical records.

The Company plans to price the AutoMed software at $50,000 per initial
installation for a single user and one computer. The Company will separately
price additional users and computers. The Company expects that when implemented,
the Company will also generate support fees for AutoMed.

Surgery Centers
----------------

Silver Shadow acquired real estate in Upland, California and has plans to
renovate an existing building and to construct a new building for its surgery
center, discussed in more detail below under the heading "Description of
Property." Surgical centers can offer the same services as an out patient
hospital, but at decreased costs and higher convenience. The centers can
specialize in a certain field such as pain management, eye, gastro-intestinal
and some orthopedic procedures or provide a wide range of other minor surgical
services. Surgery centers are able to provide quality healthcare services at a
competitive cost with more convenient locations.

DEPENDENCE ON ONE OR A FEW CUSTOMERS

The Company has approximately 55 customers throughout the United States.
Its largest customer is Dr. Grewal, an anesthesiologist and pain management
specialist. The Company generates approximately 30% of its revenues from the
services that it provides to such doctor, and as a result, the doctor is the
Company's largest client. Dr. Grewal is currently a Director of the Company. The
Company's relationship with Dr. Grewal is discussed in more detail below under
the heading "Certain Relationships and Related Transactions."

PATENTS, TRADEMARKS & LICENSES

The Company owns the trademark, "AutoMed Automated Billing System." The
Company has recently filed a copyright application for AutoMed; however, the
Company can make no assurances that a copyright will be granted, or if granted
that the Company will have the financial resources to prosecute any companies
which infringe on the Company's copyright rights.

NEED FOR GOVERNMENTAL APPROVAL AND THE EFFECTS OF REGULATIONS

The Company offers medical business services which are subject to the
compliance requirements of the Health Insurance Portability and Accountability
Act ("HIPPA") and the billing guidelines of the Health Care Financing
Administration ("HCFA"). As a result, Medical Billing and AutoMed are subject
to government regulation and government approval. The Company is also subject
to various federal laws regarding the construction and development of Surgery
Centers as well as state and local zoning laws and potentially state and local
laws governing the need for such facilities. Surgery centers are required to be
licensed and are regulated as health care providers in most states. The Surgery
Centers line of business will also be subject to such state licensure and
regulation.

RESEARCH & DEVELOPMENT OVER THE PAST TWO YEARS

-9-

The Company has spent less than 10% of its time during the last two years
on research and development. The Company has generated a predominate portion of
its business through word of mouth.

EMPLOYEES

The Company has a total of 18 full-time employees, none of which are
members of any union in connection with the Company's operations. The Company
may hire four to five employees in the next twelve months, if the need for
additional employees arises.

ITEM 2. DESCRIPTION OF PROPERTY

The Company currently leases office space in Upland, California; Laredo,
Texas; and Providence, Rhode Island. The Upland lease is being extended through
November 2006, at which time the Company plans to relocate to approximately
7,250 square feet of office space in the surgery center that it plans to
renovate, as discussed below. The office space in Laredo, Texas is leased on a
month-to-month basis, which includes the use of an office and telephone
services. The term of the lease for office space in Providence, Rhode Island is
8 months and ends in May 2005. The Company pays $3,337 per month for 3,800
square feet of office space in Upland, California, $600 per month for 100 square
feet of office space in Laredo, Texas, and $685 per month for 100 square feet of
office space in Providence, Rhode Island.

-10-

Silver Shadow owns real estate in Upland, California in the County of San
Bernardino. Silver Shadow has plans to renovate an existing building, which
encompasses approximately 55,000 square feet, on the property and to construct a
new building for its first surgery center. The Company believes that the
property is suitable for its intended use. In the opinion of the Company's
management, said property is adequately covered by insurance. The Company has
filed for a permit to begin construction on the property in the second quarter
of 2005, however there is no assurance that this permit will be granted, or that
the Company will have enough financing in place to begin renovation on the
existing building, and/or begin construction on the new building.

ITEM 3. LEGAL PROCEEDINGS

On September 20, 1999, Mohammad Tariq, MD was granted a default judgment in
the District Court of Collin County, Texas, 380th Judicial District in the
amount of $280,835.10, plus prejudgment and post-judgment interest against
Healthcare Business Services Group, Inc. As of the filing of this Report,
Healthcare has not paid any money with respect to such default judgment. The
default judgment relates to a contract for billing services between Healthcare
and Dr. Tariq entered into in 1996. After termination of the contract, Dr. Tariq
requested an accounting of the amounts collected from his patients by Healthcare
in connection with the billing services. In July 1999, Healthcare sent an
accounting to Dr. Tariq in the amount of $275,355 collected, $42,512 charged by
Healthcare as its fee, and $222,298 paid to Dr. Tariq. On September 22, 1999,
Healthcare received notice of the default judgment. Although Healthcare has not
taken legal steps to defend itself against the default judgment, Healthcare
claims to have not received proper notice from Dr. Tariq of a civil action. To
the best of Healthcare management's knowledge, Dr. Tariq has not sought to
enforce the judgment as of the filing of this Report.

During 2002, the Company was sued by one of its clients. The Company filed
a countersuit against the client for violating the contractual agreement between
the Company and the client. By agreement, the Company is supposed to receive all
collections for which it billed and then pay client its share pursuant to the
fee agreement. At the time of dispute in mid 2002, there was in excess of $1.5
million dollars to be collected on behalf of this client. The client changed
addresses to insurance companies and started to receive collections directly
from the insurance companies and do its own billings to patients while under
contract with the Company. In addition, the client did not provide an accounting
to the Company nor pay the Company its due share. The Company alleges that the
client used the Company's medical billing methods in violation of the contract.
The amount the Company is suing for is $210,056 plus its fees for all billing
done by the client's office for the past three years using the billing methods
of HBSGI.

On July 11, 2002, Kamran Ghadimi ("Ghadimi") initiated a lawsuit against
the Company and others in the Superior Court of California, County of San
Bernardino, Case No. RCV 064904, styled Kamran Ghadimi v. Chandana Basu, et al.
The complaint alleges that the Company, the Company's President, Ms. Basu, and
Alta Vista Billing Service For Complex Medical Care, Inc., which is 100% owned
by Ms. Basu improperly withheld monies from Ghadimi, and seeks in excess of
60,000 from the Company and Ms. Basu. The Complaint alleges, among others,
claims for breach of contract and breach of fiduciary duty. Ghadimi seeks
compensatory and punitive damages, prejudgment interest, costs and attorney's
fees. The Company refutes Ghamadi's claims and has filed a counterclaim
alleging, among others, claims for breach of contract and misappropriation of
trade secrets. The counterclaim seeks compensatory and punitive damages,
prejudgment interest, costs and attorney's fees in an unspecified amount.

-11-

In January 2004, Leonard J. Soloniuk, M.D. ("Soloniuk") initiated an
arbitration against the Company with the American Arbitration Association, Case
No. 72 193 00102 04 TMS, styled Leonard J. Soloniuk, M.D. v. HBSG. The complaint
alleges that the Company failed to properly bill and collect fees, intentionally
miscoded bills, intentionally withheld collection proceeds due to Soloniuk,
breached its billing agreement and otherwise engaged in fraudulent conduct.
Soloniuk seeks damages in the range of $250,000 to $500,000. The Company refutes
Soloniuk's claims and has filed a counterclaim asserting claims for breach of
contract, breach of confidence, intentional misrepresentation and negligent
misrepresentation. The Company seeks damages in an approximate range of $75,000
to $100,000. By agreement, the Company is supposed to receive all collections
for which it billed and then pay client its share pursuant to the fee agreement.
At the time of dispute the total amount of billings was approximately $1
million. The client changed addresses to insurance companies and started to
receive collections directly from the insurance companies and do its own
billings to patients while under contract with the Company. In addition, the
client did not provide an accounting to the Company nor pay the Company its due
share.

In May 2004, Sanjiv Jain, M.D. and Shubba Jain, M.D. (the "Jains")
initiated an arbitration against the Company and others with the American
Arbitration Association, Case No. 72 193 00578 04 MACR, styled Sanjiv Jain,
M.D., et all. v. HBSG, et. al. The complaint alleges that the Company, its
president and certain affiliated companies, improperly withheld medical billing
payments from Jains. The complaint alleges among other things, claims for breach
of contract and conversion. The Jains seek compensatory damages of approximately
$200,000, punitive damages, prejudgment interest, costs and attorneys' fees. The
Company refutes the Jains' claims and has filed a counterclaim alleging, among
other things, claims for breach of contract and misappropriation of trade
secrets. By agreement, the Company is supposed to receive all collections for
which it billed and then pay client its share pursuant to the fee agreement. At
the time of dispute, there was in excess of $3.8 million dollars to be collected
on behalf of this client. The client changed addresses to insurance companies
and started to receive collections directly from the insurance companies and do
its own billings to patients while under contract with the Company. In addition,
the client did not provide an accounting to the Company nor pay the Company its
due share. The Company seeks in excess of $150,000 from the Jains. The complaint
also seeks additional compensatory damages, punitive damages, prejudgment
interest, costs and attorneys' fees in an unspecified amount. Trial in this
matter has commenced and there have been two days of hearing held thus far. The
next and potentially final hearing date is set for June 2, 2005.

On July 12, 2004, Nimish Shah, M.D. d/b/a New Horizon Medical, Inc. ("New
Horizon") initiated a lawsuit against the Company and Ms. Basu in the Superior
Court of California, County of Los Angeles, Case No. VC 042695, styled New
Horizon Medical, Inc. v. Chandana Basu, et al. The complaint raises a claim for
breach of contract against the Company and Ms. Basu. The complaint alleges that
the Company and Ms. Basu failed to remit sums due to New Horizon. In the
complaint, New Horizon sought compensatory damages of $2,200,000, prejudgment
interest and costs. On April 8, 2005, the court dismissed the action and
referred it to arbitration. The matter is set for preliminary hearing before the
assigned arbitrator on May 22, 2005. The Company refutes New Horizon's claims
and has asserted claims in the arbitration alleging, among other things, claims
for breach of contract and misappropriation of trade secrets. By agreement, the
Company is supposed to receive all collections for which it billed and then pay
client its share pursuant to the fee agreement. At the time of dispute, there
was in excess of $2 million dollars to be collected on behalf of this client.
The client changed addresses to insurance companies and started to receive
collections directly from the insurance companies and do its own billings to
patients while under contract with the Company. In addition, the client did not
provide an accounting to the Company nor pay the Company its due share. The
Company's claim against New Horizon seeks compensatory damages in the amount of
$75,000 (subject to amendment), prejudgment interest, costs and attorneys' fees
in an unspecified amount. New Horizon has not yet submitted a cross-complaint
against the Company in the arbitration.

In November 2004, the law firm of Gibson, Dunn & Crutcher LLP ("GD&C"),
initiated an arbitration action against the Company and Ms. Basu with the
American Arbitration Association, Case No. 72 194 0251 04 JEWE, styled Gibson,
Dunn & Crutcher v. HBSG, et. al. GD&C's demand for arbitration alleges that the
Company and its president owe the firm approximately $79,000 in upaid legal fees
in connection with its defense of the Ghadami matter described above. On May 5,
2005, GD&C and the Company tentatively agreed to settle all of GD&C's claims in
return for a payment of $30,000 from the Company.

-12-

From time to time, we may become party to litigation or other legal
proceedings that we consider to be a part of the ordinary course of our
business. Other than the legal proceedings listed below, we are not currently
involved in legal proceedings that could reasonably be expected to have a
material adverse effect on our business, prospects, financial condition or
results of operations. However, we may become involved in material legal
proceedings in the future.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 12, the majority shareholder of the Company ("Majority
Shareholder") pursuant to a written consent to action without meeting, voted to
repeal the Company's current Bylaws and to adopt amended Bylaws to take its
place. The action was approved by 25,150,000 shares, which at that time
represented 84.5% of the Company's outstanding Common Stock, which were voted
solely by the Company's Majority Shareholder.

On November 12, 2004, the Majority Shareholder pursuant to a written
consent to action without a meeting of the shareholders, voted to remove Dr.
Thomas Guthrie as a director of the Company and to appoint Chandana Basu as a
Director of the Company to fill the vacancy left on the board.

SUBSEQUENT TO THE THREE MONTHS ENDED DECEMBER 31, 2004

On January 7, 2005, the Majority Shareholder pursuant to a written consent
to action without a meeting of the shareholders, instructed the officers to take
whatever action necessary to amend the Company's Articles of Incorporation to
reflect a name change to "Healthcare Business Services Groups, Inc."

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

"Bid" and "asked" offers for the common stock are listed on the NASDAQ
OTC-Bulletin Board published by the National Quotation Bureau, Inc. below are
the high and low bid prices for the Company's Common Stock for the past two (2)
fiscal years. Prior to January 12, 2005, the Company's trading symbol was
"WFLD," however in connection with the Company's change in business focus and
name change, the Company's securities began trading under the symbol "HBSV," on
January 12, 2005.

The following table sets forth the high and low bid prices for the
Company's common stock for the periods indicated as reported by the NASDAQ
OTC-Bulletin Board. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

-13-

BID PRICES
QUARTER ENDED HIGH LOW
------------- ---- ---
December 31, 2004 0.45 0.10
September 30, 2004 1.01 0.20
June 30, 2004 1.01 0.20

There were 71 holders of record of the common stock as of April 11, 2005.
The Company has never paid a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends to reinvest in its business operations any funds that could be used to
pay a cash dividend. The Company's common stock is considered a "penny stock" as
defined in the Commission's rules promulgated under the Exchange Act. In
general, a security which is not quoted on NASDAQ or has a market price of less
than $5.00 per share where the issuer does not have in excess of $2,000,000 in
net tangible assets (none of which conditions the Company meets) is considered a
penny stock. The Commission's rules regarding penny stocks impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
persons with net worth in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rules, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Thus the Rules affect the ability of broker-dealers to sell the
Company's shares should they wish to do so because of the adverse effect that
the Rules have upon liquidity of penny stocks. Unless the transaction is exempt
under the Rules, under the Securities Enforcement Remedies and Penny Stock
Reform Act of 1990, broker-dealers effecting customer transactions in penny
stocks are required to provide their customers with (i) a risk disclosure
document; (ii) disclosure of current bid and ask quotations if any; (iii)
disclosure of the compensation of the broker-dealer and its sales personnel in
the transaction; and (iv) monthly account statements showing the market value of
each penny stock held in the customer's account. As a result of the penny stock
rules the market liquidity for the Company's securities may be severely
adversely affected by limiting the ability of broker-dealers to sell the
Company's securities and the ability of purchasers of the securities to resell
them.

RECENT SALES OF UNREGISTERED SECURITIES

The Company sold 12,500 shares to an investor in consideration for $5,000
(or $0.40 per share) in the year ended December 31, 2004. While the Company has
received the $5,000 in connection with the purchase of these shares, the Company
has not issued the shares to the investor as of the date of this report. The
Company plans to claim an exemption from registration afforded by Section 4(2)
of the Act for this issuance, since the foregoing issuance will not involve a
public offering, the recipient will take the shares for investment and not
resale and the Company will take appropriate measures to restrict transfer. No
underwriters or agents will be involved in the foregoing issuance and no
underwriting discounts or commissions will be paid by the Company.

In December 2004, the Company issued an aggregate of 665,500 shares of the
Company's restricted Common Stock to Twenty-Eight (28) in consideration for
general business and consulting services provided to the Company. The Company
claims an exemption from registration for these issuances afforded by Rule 506
of the Securities Act of 1933.

ISSUANCES SUBSEQUENT TO THE THREE MONTHS ENDED DECEMBER 31, 2004

In March 2005, the Company issued 100,000 shares of the Company's
restricted Common Stock to Falguni Patel, an individual in consideration for
services in connection with the Company's business development. The Company
claims an exemption from registration afforded by Section 4(2) of the Act since
the foregoing issuance did not involve a public offering, the recipient took the
shares for investment and not resale and the Company took appropriate measures
to restrict transfer. No underwriters or agents were involved in the foregoing
issuance and no underwriting discounts or commissions were paid by the Company.

-14-

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains forward looking statements within the meaning of
Section 27a of the Securities Act of 1933 and Section 21e of the Securities
Exchange Act of 1934. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or anticipated results, including those set forth under
"Risk Factors" in this Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this report. The following
discussion and analysis should be read in conjunction with "Selected Financial
Data" and the Company's financial statements and notes thereto included
elsewhere in this report.

OVERVIEW

The Company plans to market its AutoMed software in 2005, assuming $1
million is raised, of which there can be no assurance, as a means of providing
"one-stop shopping" for medical office management. Additionally, the Company
plans to begin construction on its first surgery center in the second quarter of
2005, assuming financing can be raised, of which there can be no assurance. As
described below under "Risk Factors," the Company anticipates the need for
approximately $4 to $5 million of additional financing to implement its business
plan, including the marketing of AutoMed and the construction of the Company's
first surgery center.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2004 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2003

The Company's revenues decreased $310,631, to $1,667,282 for the year ended
December 31, 2004, compared to $1,977,913 for the year ended December 31, 2003.
This decrease was mainly attributable to increases in the Company's operating
expenses incurred in connection with the Acquisition, described above under
"Description of Business." As of the date of this filing, the Company's only
subsidiary to generate revenue is Healthcare.

The Company's total operating expenses increased $1,474,655, to $3,396,083
for the year ended December 31, 2004, compared to $1,921,428 for the year ended
December 31, 2003. This increase consisted of an increase of general and
administrative expenses of $455,313, to $2,346,946 from $1,891,633, an increase
in officer compensation of $450,000, to $450,000 from $-0- for the previous
period, an increase in depreciation and amortization expense of $45,063, to
$74,858 from $29,795, and an increase in consulting fees of $524,278, to
$524,278 for the year ended December 31, 2004, from -$0- for the year ended
December 31, 2003.

The Company had a loss from operations of $1,728,800 for the year ended
December 31, 2004, compared to a gain from operations of $56,485 for the year
ended December 31, 2003. The change to a loss from operations and large amount
of the loss was due mainly to the increases in general and administrative
expenses and consulting fees.

-15-

The Company had an increase in interest expense of $39,686, to $64,064 for
the year ended December 31, 2004, from $24,378 for the year ended December 31,
2003. The Company had interest income of ($30) for the year ended December 31,
2004, compared to interest income of ($4,425) for the year ended December 31,
2003. The Company had an increase of beneficial conversion feature expense of
$83,333, in connection with the $250,000 convertible note payable to
GoPublicToday.com, explained in greater detail below, to $83,333 for the year
ended December 31, 2004, compared to $-0- for the year ended December 31, 2003.

The Company had a loss before taxes of $1,876,168 for the year ended
December 31, 2004, compared to a gain before taxes of $36,532 for the year ended
December 31, 2003.

The Company had provision of income taxes of $2,400 for the year ended
December 31, 2004, compared to $19,626 for the year ended December 31, 2003.

The Company had a net loss of $1,878,568 for the year ended December 31,
2004, compared to a net income of $16,906 for the year ended December 31, 2003.
The increase in net loss was mainly attributable to the Company's increases in
operating expenses due to going public and a decrease in revenues.

LIQUIDITY AND CAPITAL RESOURCES

The Company had total assets of $979,686, as of December 31, 2004, which
included total current assets of $243,604, consisting solely of cash and cash
equivalents of $243,604; net property and equipment of $543,698, consisting of
office and computer equipment of $11,663, land of $390,000, work in progress of
$70,609 and furniture and fixtures of $89,868, less accumulated depreciation of
$118,442; ; intangible asset, consisting of the Company's website technology
costs of $188,049; and deposits of $4,335.

The Company had total liabilities of $2,306,487, as of December 31, 2004,
consisting of current liabilities of $1,928,368, which included accounts payable
of $151,776, accrued expenses of $472,207, accrued officer compensation of
$348,142, contingent liabilities of $263,829 in connection with the Company's
pending legal proceedings (see "Item 3. Legal Proceedings," above), line of
credit of $100,335, current portion of notes payable of $342,079, and
convertible note payable for services of $250,000; and notes payable of
$378,119.

The Company had negative working capital of $1,684,764 and an accumulated
deficit of $1,895,609, as of December 31, 2004.

The Company had net cash used in operating activities of $295,106, for the
year ended December 31, 2004, consisting of net loss of ($1,878,568),
depreciation and amortization adjustment of $74,858, adjustment for issuance of
shares for service of $475,476, beneficial conversion feature expense of
$83,333, issuance of notes payable for service of $250,000, decrease in
receivables of $78,306, increase in other assets of $391, and increase in
current liabilities of $621,880.

The Company had net cash used in investing activities of $67,699,
consisting solely of acquisition of property and equipment of ($67,699), for the
year ended December 31, 2004.

The Company had net cash provided by financing activities of $605,493 for
the year ended December 31, 2004, consisting of proceeds from note payable of
$543,000, proceeds from notes payable - officer of $125,505, payment of notes
payable of ($119,665), payment on line of credit of ($314) and proceeds from
line of credit of $56,967.

The Company's cash flow statements do not include the following non-cash
investing and financing activities. In 2004, the Company issued 862,500
restricted shares of Common Stock valued at $338,126 to consultants for
providing business and advisory services, 153,000 restricted shares of Common
Stock to employees as bonuses valued at $69,850, and 150,000 restricted shares
of Common Stock to directors for attending board meetings valued at $67,500.

-16-

The Company has two revolving lines of credit from two financial
institutions for $50,000 and $55,000. The credit lines are unsecured and bear
interest at an annual interest rate of 10.75% and 16.24%, respectively. The
credit lines are personally guaranteed by the Chief Executive Officer of the
Company. The Company had borrowed $44,521 and $55,814 from the credit lines as
of December 31, 2004.

In April 2004, the Company entered into a $250,000 convertible note payable
for financial and business advisory services with GoPublicToday.com. The note
bears interest at 4% per year and was due in April 2005. The Company failed to
pay the outstanding balance before April 2005 and as a result the note is
convertible at 50% of the market price of the Company's common stock when
converted, however the note holder has notified the Company that it does not
want to convert the note into shares of the Company's Common Stock, but would
like to be paid the entire amount of the defaulted note.

In November 2004, the Company entered into a convertible promissory note
with Falguni Patel, MD. The Company received $350,000 from Mrs. Patel in
connection with the convertible promissory note. The note is due on November 23,
2006 and bears interest at the rate of 12% per year. The note is convertible
into shares of the Company's Common Stock at the rate of $1.00 per shares and in
the case of an event of default can be converted at the rate of 50% of the
market value, with the conversion price of the note not to exceed $0.50 per
share when in default. The payment of the note is guaranteed by the Company and
Chandana Basu, who provided Mrs. Patel a security interest in all of the issued
and outstanding Common Stock of the Company held by Ms. Basu.

In August 2004, the Company entered into a promissory note with a third
party for $100,000. Interest only payments of $1,188 are payable monthly with
annual interest of 9.5% per annum. The note is unsecured.

In addition to its continued medical billing operation, the Company has
planned to begin marketing AutoMed and to begin development and construction on
its first surgery center, which is expects to begin construction on in the
second quarter of 2005. The Company believes that it can satisfy the current
cash requirements for Medical Billing. It is imperative that the Company raise
$4 to $5 million of additional capital to fully implement its business plan with
respect to AutoMed and the surgery center. The Company intends to raise the
additional capital in one or more private placements. The Company does not have
any commitments or identified sources of additional capital from third parties
or from its officers, directors or majority shareholders. There is no assurance
that additional financing will be available on favorable terms, if at all. If
the Company is unable to raise such additional financing, it would have a
materially adverse effect upon the Company's ability to implement its business
plan with respect to AutoMed and the surgery center, and may cause the Company
to curtail or scale back its current Medical Billing operations.

The Company does not have any commitments or identified sources of additional
capital from third parties or from its officers, directors or majority
shareholders. There is no assurance that additional financing will be available
on favorable terms, if at all. If the Company is unable to raise such additional
financing, it would have a materially adverse effect upon the Company's ability
to implement its business plan and may cause the Company to curtail or scale
back its current operations.

The Company has an unsecured term loan of $77,375, with the
outstanding principal and interest, earning 9.5% interest per year, received
February 2004 and due January 31, 2005, an equipment loan of $36,516, received
May 2003, with interest and principal due April 2008, which is unsecured and
earns interest at the rate of 14% per year, and a land purchase loan of
$250,000, received November 2003, which is secured by land and bears interest at
the rate of 7.5% per year, and which principal and interest are due November
2005. The Company's convertible note payable for services was entered into in
April 2004, in connection with financial advisory services and is due April 2005
unless the Company receives $3,000,000 in funding at which time the note will be
payable immediately. The note bears interest at 4% per year and is unsecured.
The note and accrued interest are convertible into the Company's Common Stock at
75% of the market price when converted.

On May 18, 2004, the Company defaulted on a $100,000 unsecured,
non-interest bearing term loan that it received in February 2004, from Narinder
Grewal, MD, a Director of the Company. As a result of the default, interest
began to accrue on the loan at 18% per annum. In August 2004, Chandana Basu, the
Company's Chief Executive Officer and Treasurer, loaned the Company $100,000 to
repay the loan. The Company repaid the principal amount of the loan in August
2004, and has subsequently repaid the accrued interest on the loan.

-17-

RISK FACTORS

WE NEED A SUBSTANTIAL AMOUNT OF ADDITIONAL FINANCING. In addition to its
continued medical billing operation, the Company has planned to begin marketing
AutoMed and to begin development and construction on its first surgery center.
The Company believes that it can satisfy the current cash requirements for
Medical Billing, if the Company maintains its operations as they are currently.
The Company needs to raise $4 to $5 million of additional financing to implement
its business plan with respect to AutoMed and Surgery Centers. The Company
anticipates the need for approximately $2.5 million of financing for its planned
surgery center, $500,000 for Medical Billing and $1 million for the development
of its AutoMed. The Company intends to raise the additional capital in one or
more private placements. The Company does not have any commitments or identified
sources of additional capital from third parties or from its officers, directors
or majority shareholders. There is no assurance that additional financing will
be available on favorable terms, if at all. If the Company is unable to raise
such additional financing, or accepts financing on unfavorable terms to the
Company, it could have a materially adverse effect upon the Company's ability to
implement its business plan with respect to AutoMed and the Surgery Center, and
may force the Company to curtail or scale back its current Medical Billing
operations.

WE PAY A SUBSTANTIAL SALARY TO OUR CHIEF EXECUTIVE OFFICER AND TREASURER.
Chandana Basu, our Chief Executive Officer and Treasurer, receives the
substantial amount of $50,000 per month (or $600,000 per year) for her services,
which includes approximately $5,000 of salary and a minimum bonus of $45,00 each
month. Ms. Basu also serves as the Chief Executive Officer and President of
AutoMed, and the manager of Silver Shadow, both wholly-owned subsidiaries of the
Company. The Company does not have an employment agreement with Ms. Basu;
however, the Company expects to continue to pay Ms. Basu such salary or more for
the foreseeable future. The amount of salary that Ms. Basu receives relative to
the Company's revenue and other expenses reduces the likelihood that the Company
will make a profit, and increases the possibility that the Company be forced to
curtail or abandon its business plan in the future if the Company fails to raise
additional capital.

WE MAY NOT BE ABLE TO COMPLETE THE DEVELOPMENT OF AUTOMED AS A STAND-ALONE,
COMMERCIALLY VIABLE PRODUCT. The Company is currently developing additional
features for AutoMed with the intent that the AutoMed software package will be
used for medical office management. The Company intends to make the AutoMed
software applications available based on what the Company calls "one-stop
shopping." The Company intends for a medical practice to be able to customize
AutoMed based on the particular needs of each medical specialization, office or
hospital. The Company is currently using AutoMed to perform the medical billing
function for some of its existing Medical Billing clients. Further development
will be required before AutoMed is commercially viable as a stand-alone product
for its intended use for medical office management. There is no assurance that
the Company will complete the development. In the event that the Company does
not complete the development of AutoMed as a stand-alone, commercially viable
product, the Company will not generate revenue from AutoMed unless the Company
charges an additional fee for AutoMed in connection with Medical Billing. The
failure to develop AutoMed would have a materially adverse effect on the
Company's potential for future revenues and as a result, the value of the
Company's securities would likely decrease in value.

A SUBSTANTIAL AMOUNT OF OUR REVENUES COME FROM TWO MAIN CLIENTS. For the
year ended December 31, 2004, the Company received approximately 56% of its
revenue, or $1,009,438, from three major clients. For the year ended December
31, 2003, the Company received approximately 50% of its revenue, or $996,947,
from two major clients. If the Company were to lose any or all of these three
clients, it would have a materially adverse effect on the Company's revenue, and
if the Company is unable to gain a new large client to take its place, of a
sufficient number of smaller clients to take the place of the major client or
clients who are lost, the Company could be forced to abandon or curtail its
business plan.

WE MAY NOT BE ABLE TO DEVELOP A MARKET FOR AUTOMED IN THE EVENT THAT WE ARE
ABLE TO RAISE ENOUGH MONEY TO MARKET AUTOMED. Assuming that the Company
completes development of the AutoMed software as a stand-alone, commercially
viable product, the Company plans to market AutoMed as a "one-stop shopping"
solution for medical office management. The Company plans to charge $50,000 per
installation for a single user and one computer. Currently the Company generates
no revenue through AutoMed. The extent to which AutoMed gains acceptance, if
any, will depend, in part, on its cost effectiveness and performance as compared
to conventional means of office management, as well as known or unknown
alternative software packages. If conventional means of office management or
alternative software packages are more cost-effective or outperform AutoMed, the
demand for AutoMed may be adversely affected. Additionally, the Company
anticipates the need for approximately $1 million to begin marketing AutoMed.
The failure of the Company to raise an additional $1 million in financing or
AutoMed to achieve and maintain meaningful levels of market acceptance would
have a material adverse effect on the AutoMed line of business and the Company's
overall business, financial condition and results of operations, and would
likely cause the value of the Company's securities to decrease.

-18-

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. Our auditors have expressed an
opinion that there is substantial doubt about our ability to continue as a going
concern primarily because we have a working capital deficiency. For the fiscal
year ending December 31, 2004, we had a net loss of $1,878,568. As of December
31, 2004, we had a net working capital deficiency of $1,684,764 and an
accumulated deficit of $1,895,609. The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The
financial statements do not include any adjustments that might result from our
inability to continue as a going concern. Our continuation as a going concern is
dependent upon future events, including obtaining financing (discussed above)
for expansion and to implement our business plan with respect to AutoMed and
Surgery Centers. If we are unable to continue as a going concern, you will lose
your entire investment.

WE HAVE NOT BEGUN CONSTRUCTION OF A SURGERY CENTER AND MAY NOT BE ABLE TO
DO SO IN THE FUTURE. The Company has not begun renovating the existing building
on the land that it owns in Upland, California or constructing a new building on
the land for a surgery center. As discussed above, the Company needs
approximately $4 to $5 million of additional financing to implement its business
plan in connection with AutoMed and the Surgery Center. The Company currently
generates no revenue through its Surgery Center line of business. In the event
that the Company does not receive the additional financing, or the Company is
denied permits to begin construction on the planned surgery center, it will not
be able to do any renovation on the existing building or begin construction of a
new building for a surgery center. In the event that the Company is not able to
perform such renovation or construction, it will have a material adverse effect
on the Surgery Center line of business and the Company's overall business,
financial condition and results of operations.

WE MAY FACE POTENTIAL LIABILITY IN CONNECTION WITH PENDING LEGAL
PROCEEDINGS AND ARBITRATION PROCEEDINGS WHICH HAVE BEEN BROUGHT AGAINST THE
COMPANY, AS WELL AS A $250,000 CONVERTIBLE NOTE, OF WHICH THE COMPANY IS
CURRENTLY IN DEFAULT. As of the filing of this report, the Company is a party to
approximately five separate legal proceedings and/or arbitration matters in
which former clients and a former law firm of the Company have brought claims
against the Company ranging from $79,000 to $2,200,000 (see "Item 2. Legal
Proceedings," above for more description of these matters). Additionally, the
Company is in default on a $250,000 Convertible Promissory Note (described in
greater detail above under "Liquidity and Capital Resources"). If the Company is
unable to settle or defend against claims made by former clients and a law firm,
the plaintiffs in those matters may obtain judgments against the Company. If
this happens and/or the Company is forced to pay the $250,000 Convertible
Promissory note in cash, and the Company does not have enough cash on hand to
pay amount of the judgments, which may be substantial, or the Convertible
Promissory Note the Company may be forced to abandon or curtail its business
operations.

WE FACE POTENTIAL LIABILITY AND A POTENTIAL CHANGE IN CONTROL IN CONNECTION
WITH AN OUTSTANDING CONVERTIBLE PROMISSORY NOTE IN THE AMOUNT OF $350,000. In
November 2004, the Company entered into a convertible promissory note with
Falguni Patel, MD. The Company received $350,000 in connection with the
promissory note, which bears interest at the rate of 12% per year and is
convertible at $1.00 per share into shares of the Company's Common Stock. The
promissory note is also personally secured by all of the Common Stock held by
our Chief Executive Officer. If we are unable to pay the interest which accrues
on the promissory note, or we default on the note, we could be forced to curtail
or abandon our business operations. Additionally, if the Company were to default
on the promissory note, Mrs. Patel could take voting control of the Company,
since the promissory note is secured by the shares of Common Stock held by our
Chief Executive Officer, Chandana Basu, who currently holds majority voting
control of the Company. If Mrs. Patel were able to gain majority control of the
Company she could make changes in the Company's Directors and officers and/or
take the Company in a different business direction, agree to sell the assets of
the Company, or effect a merger, which may make any investment in the Company
worthless.

-19-

WE RELY ON KEY MANAGEMENT. The success of the Company depends upon the
personal efforts and abilities of Chandana Basu. The Company faces competition
in retaining Ms. Basu and in attracting new personnel should Ms. Basu chose to
leave the Company. There is no assurance that the Company will be able to retain
and/or continue to adequately motivate Ms. Basu in the future. The loss of Ms.
Basu or the Company's inability to continue to adequately motivate her could
have a material adverse effect on the Company's business and operations.

BECAUSE MS. CHANDANA BASU OWNS 81.1% OF OUR OUTSTANDING COMMON STOCK, SHE
WILL EXERCISE CONTROL OVER CORPORATE DECISIONS THAT MAY BE ADVERSE TO OTHER
MINORITY SHAREHOLDERS. Chandana Basu, a Director of the Company and the
Company's Chief Executive Officer and Treasurer, owns approximately 81.1% of the
issued and outstanding shares of our common stock. Accordingly, she will
exercise control in determining the outcome of all corporate transactions or
other matters, including mergers, consolidations and the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in control. The interests of Ms. Basu may differ from the interests of the other
stockholders and thus result in corporate decisions that are adverse to other
shareholders.

IF THERE'S A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.
If there's a market for our common stock, we anticipate that such market would
be subject to wide fluctuations in response to several factors, including, but
not limited to:

(1) actual or anticipated variations in our results of operations;
(2) our ability or inability to generate new revenues;
(3) increased competition; and
(3) conditions and trends in the medical billing industry.

Further, because our common stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price of our common stock.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates. We base our estimates on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

Going Concern. As shown in the accompanying consolidated financial
statements, the Company has suffered recurring losses from operations, has a net
working capital deficiency of $495,094 and an accumulated deficit of $1,714,096
as of December 31, 2004. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. The Company's need
for working capital is a key issue for management and necessary for the Company
to meet its goals and objectives. The Company continues to meet its obligations
and pursue additional capitalization opportunities. However, there is no
assurance, that the Company will be successful in meeting its goals and
objectives in the future.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:

-20-

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements required by Item 310 of Regulation S-B are stated
in U.S. dollars and are prepared in accordance with U.S. Generally Accepted
Accounting Principles.

HEALTHCARE BUSINESS SERVICES GROUPS INC.
AND SUBSIDIARIES
(FORMERLY KNOWN AS WINFIELD FINANCIAL GROUP, INC.)

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2004

-21-

HEALTHCARE BUSINESS SERVICES GROUPS INC.
AND SUBSIDIARIES
(FORMERLY KNOWN AS WINFIELD FINANCIAL GROUP, INC.)

CONTENTS
--------

PAGES F-1 - F-2 REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

PAGE F-3 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2004

PAGE F-4 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

PAGE F-5 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

PAGE F-6 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003

PAGE F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT
----------------------------

To the Board of Directors of:
Healthcare Business Services Groups Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Healthcare
Business Services Groups Inc. and subsidiaries as of December 31, 2004, and the
related consolidated statements of operations and comprehensive loss, changes in
stockholders' deficiency and cash flows for the year ended December 31, 2004.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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 the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Healthcare Business
Services Groups Inc. and subsidiaries as of December 31, 2004 and the results of
its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. As discussed in Note 13 to the consolidated financial statements, the
Company had a loss of $1,878,568, a working capital deficiency of $ 1,684,764,
stockholders' deficiency of $ 1,326,801, an accumulated deficit of $ 1,895,609
and cash used in operations of $295,106. These factors raise substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 13. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Kabani & Company, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Huntington Beach, California
April 21, 2005

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors
Healthcare Business Services Groups Inc.
(formerly Winfield Financial Group, Inc.)
Upland, California

We have audited the accompanying consolidated statements of operations,
stockholders' deficit and cash flows of Healthcare Business Services Groups Inc.
for the year ended December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of Healthcare Business Services Groups Inc. for the year ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America.

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

June 4, 2004

F-2

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(FORMERLY WINFIELD FINANCIAL GROUP, INC.)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004

ASSETS

CURRENT ASSETS:
Cash & cash equivalents $ 243,604

PROPERTY AND EQUIPMENT, NET 543,698

INTANGIBLE ASSET, NET
Website technology costs 188,049

DEPOSITS 4,335
----------------------
Total Assets 979,686
======================

LIABILITIES AND STOCKHOLDERS' DEFICIT
-----------------------------------------------

CURRENT LIABILITIES
Accounts payable $ 151,776
Accrued expenses 472,207
Accrued officer compensation 348,142
Contingent liabilities 263,829
Line of credit 100,335
Current portion of notes payable 342,079
Convertible note payable for services 250,000
----------------------
Total current liabilities 1,928,368

NOTES PAYABLE 378,119

COMMITMENTS & CONTINGENCIES -

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value;
Authorized shares 5,000,000,
none issued and outstanding -
Common stock, $0.001 par value;
Authorized shares 50,000,000,
30,940,150 shares issued and outstanding 30,940
Additional paid in capital 537,868
Accumulated deficit (1,895,609)
----------------------
Total stockholders' deficit (1,326,801)
----------------------
Total Liabilities and Shareholders' Deficit 979,686
======================

The accompanying notes are an integral part of these consolidated financial
statements.
F-3

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(FORMERLY WINFIELD FINANCIAL GROUP, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED
DECEMBER 31,

2004 2003
------------ -----------

REVENUES $ 1,667,282 $1,977,913

OPERATING EXPENSES
General and administrative expenses 2,346,946 1,891,633
Officer Compensation 450,000 -
Depreciation and amortization 74,858 29,795
Consulting fees 524,278 -
------------ -----------
Total operating expenses 3,396,083 1,921,428
------------ -----------
LOSS FROM OPERATIONS (1,728,800) 56,485

Non-operating (income) expense:
Interest expense 64,064 24,378
Interest income (30) (4,425)
Beneficial conversion feature expense 83,333 -
------------ -----------
Total other (income) expense 147,367 19,953
------------ -----------
LOSS BEFORE INCOME TAXES (1,876,168) 36,532

Provision for income taxes 2,400 19,626
------------ -----------
NET LOSS $(1,878,568) $ 16,906
============ ===========

BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF
------------ -----------
COMMON STOCK OUTSTANDING 29,820,184 5,257,150
============ ===========

------------ -----------
BASIC & DILUTED NET LOSS PER SHARE $ (0.063) $ 0.003
============ ===========

* Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is anti-dilutive.

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

F-4

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(FORMERLY WINFIELD FINANCIAL GROUP, INC.)
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

Total
Common Paid in Accumulated Shareholders
Description Shares Amount Capital Deficit Deficit
---------------------------------------------------------------------------------------------------------

Balance, December 31, 2002 1,000 $ 1,000 $ 9,000 $ (21,870) $ (11,870)

Net Income - - - 16,906 16,906
-----------------------------------------------------------
Balance, December 31, 2003 1,000 1,000 9,000 (4,964) 5,036

Recapitalization on reverse acquisition 29,773,650 28,774 (28,775) (12,077) (12,078)
-----------------------------------------------------------
Balance - May 7, 2004, after recapitalization 29,774,650 29,774 (19,775) (17,041) (7,042)

Issuance of shares to employees 153,000 153 69,697 - 69,850
Issuance of shares to directors 150,000 150 67,350 - 67,500
Issuance of shares to consultants 862,500 863 337,263 - 338,126
Beneficial conversion feature expense 83,333 83,333
Net Loss - - - (1,878,568) (1,878,568)
-----------------------------------------------------------
Balance, December 31, 2004 30,940,150 $30,940 $537,868 $(1,895,609) $(1,326,801)
==========================================================

The accompanying notes are an integral part of these consolidated financial
statements.
F-5

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(FORMERLY WINFIELD FINANCIAL GROUP, INC.)
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED
DECEMBER 31,
2004 2003
------------------ ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,878,568) $ 16,906
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 74,858 29,796
Issuance of shares for service 475,476
Beneficial conversion feature expense 83,333
Issuance of notes payable for service 250,000
(Increase) decrease in current assets:
Receivables 78,306 (19,335)
Other assets (391) (4,486)
Increase in current liabilities:
Accounts payable and accrued expense 621,880 184,905
------------------ ------------------
Total Adjustments 1,583,462 190,880
------------------ ------------------
Net cash provided by (used in) operating activities (295,106) 207,786
------------------ ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment (67,699) (669,797)
------------------ ------------------
Net cash used in investing activities (67,699) (669,797)
------------------ ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 543,000 290,557
Proceeds from notes payable - officer 125,505 146,113
Payment of notes payable (119,665)
Payment on line of credit (314)
Proceeds from line of credit 56,967 8,859
------------------ ------------------
Net cash provided by financing activities 605,493 445,529
------------------ ------------------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 242,688 (16,482)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE 916 17,398
------------------ ------------------
CASH & CASH EQUIVALENTS, ENDING BALANCE $ 243,604 $ 916
================== ==================

Supplemetary Information:
Cash paid during the year for:
Interest $ 38,370 $ 24,378
Income taxes $ - $ -

The accompanying notes are an integral part of these consolidated financial
statements.
F-6

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------ -----------------------------------------------------------

(A) ORGANIZATION AND NATURE OF BUSINESS
--------------------------------------------

Healthcare Business Services Groups Inc. (herein referred to as
""Healthcare"" or ""Company"" formerly known as Winfield Financial
Group, Inc.) ("Winfield") was formed in Delaware in December 1994. On
April 23, 2004, Winfield acquired 100% of the issued and outstanding
shares of Healthcare, a Delaware corporation. As part of the same
transaction on May 7, 2004, Winfield acquired 100% of the issued and
outstanding shares of AutoMed Software Corp., a Nevada corporation
("AutoMed"), and 100% of the membership interests of Silver Shadow
Properties, LLC, a Nevada single member limited liability company
("Silver Shadow"). The transactions are collectively referred to
herein as the "Acquisition." As a result of the Acquisition, Winfield
acquired 100% of three corporations.

Winfield acquired Healthcare, AutoMed, and Silver Shadow from the sole
owner, in exchange for 25,150,000 newly issued treasury shares of the
Winfield's common stock. Immediately after these transactions, there
were 31,414,650 shares of Winfield's common stock outstanding. As a
result, control of Winfield shifted to the sole owner who owns
approximately 80.0% of Winfield's common stock, and the Company
changed its name to Healthcare. Here in after all references to
Winfield refer to Healthcare, AutoMed, and Silver Shadow as a
collective whole since their various inceptions.

Healthcare is a medical billing service provider that for over fifteen
years has assisted various health care providers to successfully
enhance their billing function. Healthcare has a diversified market
base with operations in Providence, Rhode Island; Laredo, Texas; and
Upland, California. Healthcare's sister company, AutoMed, has
developed a proprietary software system. In addition, Healthcare's
other sister company, Silver Shadow, made an investment in real estate
where Healthcare plans to construct its first surgical center and
corporate office development.

The merger of the Company with Healthcare Business Services Groups Inc. has
been accounted for as a reverse acquisition under the purchase method of
accounting since the shareholders of Healthcare Business Services Groups Inc.
obtained control of the consolidated entity. Accordingly, the merger of the two
companies has been recorded as a recapitalization of the Healthcare Business
Services Groups Inc., with Healthcare Business Services Groups Inc. being
treated as the continuing entity. The continuing company has retained December
31 as its fiscal year end. The historical results for the year ended December
31, 2004 include Healthcare Business Services Groups Inc. and the Company,
while the historical results for the year ended December 31, 2003 are for
Healthcare Business Services Groups Inc.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Healthcare Business Services Groups
Inc. and its wholly owned subsidiary, AutoMed Software Corp. and Silver Shadow
Properties, LLC. All significant inter-company accounts and transactions have
been eliminated in consolidation. The acquisition of Healthcare Business
Services Groups Inc. on May 7, 2004, has been accounted for as a purchase and
treated as a reverse acquisition. The historical results for the year ended
December 31, 2004 include both the Company (from the acquisition date) and
Healthcare Business Services Groups Inc. and its wholly owned subsidiary,
AutoMed Software Corp. and Silver Shadow Properties, LLC (for full year) while
the historical results for the year ended December 31, 2003 includes Healthcare
Business Services Groups Inc. and its wholly owned subsidiary, AutoMed Software
Corp. and Silver Shadow Properties, LLC.

F-7

(B) USE OF ESTIMATES
--------------------

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, as well as certain financial
statements disclosures. While management believes that the estimates
and assumptions used in the preparation of the financial statements
are appropriate, actual results could differ from those estimates.

For purposes of the cash flow statements, the Company considers all
highly liquid investments with original maturities of three months or
less at the time of purchase to be cash equivalents.

(D) REVENUE RECOGNITION
-------------------------

The Company's revenue recognition policies are in compliance with
Staff accounting bulletin SAB 104. All revenue is recognized when
persuasive evidence of an arrangement exists, the service or sale is
complete, the price is fixed or determinable and collectibility is
reasonably assured. Revenue is derived from collections of medical
billing services. Revenue is recognized when the collection process is
complete which occurs when the money is collected.

License Revenue - The Company recognizes revenue from license
contracts when a non-cancelable, non-contingent license agreement has
been signed, the software product has been delivered, no uncertainties
exist surrounding product acceptance, fees from the agreement are
fixed and determinable and collection is probable. Any revenues from
software arrangements with multiple elements are allocated to each
element of the arrangement based on the relative fair values using
specific objective evidence as defined in the SOPs. If no such
objective evidence exists, revenues from the arrangements are not
recognized until the entire arrangement is completed and accepted by
the customer. Once the amount of the revenue for each element is
determined, the Company recognizes revenues as each element is
completed and accepted by the customer. For arrangements that require
significant production, modification or customization of software, the
entire arrangement is accounted for by the percentage of completion
method, in conformity with Accounting Research Bulletin (""ARB"") No.
45 and SOP 81-1.

Services Revenue - Revenue from consulting services is recognized as
the services are performed for time-and-materials contracts and
contract accounting is utilized for fixed-price contracts. Revenue
from training and development services is recognized as the services
are performed. Revenue from maintenance agreements is recognized
ratably over the term of the maintenance agreement, which in most
instances is one year.

F-8

(E) PROPERTY AND EQUIPMENT
-----------------------------

Property and equipment is stated at cost. Additions are capitalized
and maintenance and repairs are charged to expense as incurred. Gains
and losses on dispositions of equipment are reflected in operations.
Depreciation is provided using the straight-line method over the
estimated useful life of the assets from three to seven years.
Expenditures for maintenance and repairs are charged to expense as
incurred.

(F) SOFTWARE DEVELOPMENT COSTS
---------------------------------

The Company has adopted Statement of Position 98-1 ("SOP 98-1")
"Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use", as its accounting policy for internally developed
computer software costs. Under SOP 98-1, computer software costs
incurred in the preliminary development stage are expensed as
incurred. Computer software costs incurred during the application
development stage are capitalized and amortized over the software's
estimated useful life.

(G) IMPAIRMENT OF LONG-LIVED ASSETS
---------------------------------------

Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and
the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations for a Disposal of a Segment of a
Business." The Company periodically evaluates the carrying value of
long-lived assets to be held and used in accordance with SFAS 144.
SFAS 144 requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts. In that event, a
loss is recognized based on the amount by which the carrying amount
exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner,
except that fair market values are reduced for the cost of disposal.

(H) STOCK-BASED COMPENSATION
------------------------------

The Company accounts for non-cash stock-based compensation issued to
non-employees in accordance with the provisions of SFAS No. 123 and
EITF No. 96-18, Accounting for Equity Investments That Are Issued to
Non-Employees for Acquiring, or in Conjunction with Selling Goods or
Services. Common stock issued to non-employees and consultants is
based upon the value of the services received or the quoted market
price, whichever value is more readily determinable. The Company
accounts for stock options and warrants issued to employees under the
intrinsic value method. Under this method, the Company recognizes no
compensation expense for stock options or warrants granted when the
number of underlying shares is known and the exercise price of the
option or warrant is greater than or equal to the fair market value of
the stock on the date of grant. As of December 31, 2004, there were no
options or warrants outstanding.

F-9

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock
Based Compensation-Transition and Disclosure". SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock Based Compensation", to provide
alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method
used, on reported results. The adoption of SFAS No. 148 did not have a
material affect on the net loss of the Company.

(I) INCOME TAXES
------------------

The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" ('Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

(J) BASIC AND DILUTED NET LOSS PER SHARE
-----------------------------------------------

Net loss per share is calculated in accordance with the Statement of
financial accounting standards No. 128 (SFAS No. 128), ""Earnings per
share"". Basic net loss per share is based upon the weighted average
number of common shares outstanding. Dilution is computed by applying
the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time
of issuance, if later), and as if funds obtained thereby were used to
purchase common stock at the average market price during the period.
Weighted average number of shares used to compute basic and diluted
loss per share is the same since the effect of dilutive securities is
anti-dilutive.

(K) FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------

Statement of Financial Accounting Standards No. 107, ""Disclosures
About Fair Value of Financial Instruments"" requires disclosures of
information about the fair value of certain financial instruments for
which it is practicable to estimate that value. For purposes of this
disclosure, the fair value of a financial instrument is the amount at
which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation.
The carrying amounts of the Company's accounts and other receivables,
accounts payable, accrued liabilities, factor payable, capital lease
payable and notes and loans payable approximates fair value due to the
relatively short period to maturity for these instruments.

F-10

(L) CONCENTRATIONS OF RISK
-----------------------------

Financial instruments which potentially subject the Company to
concentrations of credit risk are cash and accounts receivable. The
Company places its cash with financial institutions deemed by
management to be of high credit quality. The amount on deposit in any
one institution that exceeds federally insured limits is subject to
credit risk. All of the Company's revenue and majority of its assets
are derived from operations in Unites States of America.

(M) REPORTING SEGMENTS
------------------------

Statement of financial accounting standards No. 131, Disclosures about
segments of an enterprise and related information (SFAS No. 131),
which superceded statement of financial accounting standards No. 14,
Financial reporting for segments of a business enterprise, establishes
standards for the way that public enterprises report information about
operating segments in annual financial statements.

Healthcare is a medical billing service provider. Healthcare's sister
company, AutoMed, has developed a proprietary software system. In
addition, Healthcare's other sister company, Silver Shadow, made an
investment in real estate where Healthcare plans to construct its
first surgical center and corporate office development.

There has been very insignificant activity in Automed and Silver
Shadow. Hence the Company has determined it has only one segment.

(N) COMPREHENSIVE INCOME
--------------------------

Statement of financial accounting standards No. 130, Reporting
comprehensive income (SFAS No. 130), establishes standards for
reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all
changes in equity, except those resulting from investments by owners
and distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be
reported in financial statements that are displayed with the same
prominence as other financial statements.

(O) RECLASSIFICATIONS
----------------------

For comparative purposes, prior years' consolidated financial
statements have been reclassified to conform with report
classifications of the current year.

(P) NEW ACCOUNTING PRONOUNCEMENTS
------------------------------------

F-11

In December 2004, the FASB issued FASB Statement No. 123R,
"Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS
No. 123R"). FAS No. 123R requires companies to recognize in the
statement of operations the grant-date fair value of stock options and
other equity-based compensation issued to employees. FAS No. 123R is
effective beginning in the Company's second quarter of fiscal 2006.
The Company is in process of evaluating the impact of this
pronouncement on its financial position.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges
of Non-monetary Assets." The Statement is an amendment of APB Opinion
No. 29 to eliminate the exception for non-monetary exchanges of
similar productive assets and replaces it with a general exception for
exchanges of non-monetary assets that do not have commercial
substance. The Company believes that the adoption of this standard
will have no material impact on its financial statements.

In March 2004, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments." The EITF
reached a consensus about the criteria that should be used to
determine when an investment is considered impaired, whether that
impairment is other-than-temporary, and the measurement of an
impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115 "Accounting in certain investments in
debt and equity securities"". EITF 03-01 also included accounting
considerations subsequent to the recognition of other-than-temporary
impairment and requires certain disclosures about unrealized losses
that have not been recognized as other-than-temporary impairments.
Additionally, EITF 03-01 includes new disclosure requirements for
investments that are deemed to be temporarily impaired. In September
2004, the Financial Accounting Standards Board (FASB) delayed the
accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15,
2004. The Company will evaluate the impact of EITF 03-01 once final
guidance is issued.

(R) SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
----------------------------------------------------------------------
ACTIVITIES
----------

The cash flow statements do not include the following non-cash
investing and financing activities. In 2004, the Company issued
862,500 restricted common shares valued at $ 338,126 to consultants
for providing business and advisory services; 153,000 restricted
common shares to employees as bonus valued at $ 69,850; and 150,000
restricted common shares to directors for attending Board meetings
valued at $ 67,500.

NOTE 2 REVERSE LISTING
------ ----------------

On April 23, 2004, Winfield acquired 100% of the issued and
outstanding shares of Healthcare. As part of the same transaction on
May 7, 2004, Winfield acquired 100% of the issued and outstanding
shares of AutoMed and 100% of the membership interests of Silver
Shadow. The transactions are collectively referred to herein as the
"Acquisition." As a result of the Acquisition, Winfield acquired 100%
of two corporations and one limited liability company and has changed
its business focus.

F-12

Winfield acquired Healthcare, AutoMed, and Silver Shadow from the sole
owner, in exchange for 25,150,000 newly issued treasury shares of
Winfield's common stock. Immediately after these transactions, there
were 31,414,650 shares of Winfield's common stock outstanding. As a
result, control of Winfield shifted to the sole owner who owned
approximately 80.0% of Winfield's common stock immediately after the
Acquisition. On January 7, 2005, the Company changed its name to
Healthcare. Due to cancellations and an additional issuance, the sole
owner currently owns 25,150,000 shares out of 30,940,150 shares of
common stock of Winfield (or approximately 81.3%).

NOTE 3 PROPERTY AND EQUIPMENT
------- ------------------------

Property and equipment at December 31, 2004 consisted of the
following:

2004
-------

Office and computer equipment $ 111,663
Land 390,000
Work in progress 70,609
Furniture and fixtures 89,868
-------
662,140
-------
Less accumulated depreciation (118,442)
$ 543,698
-------

The Company purchased land in November 2003 for $390,000 and has
incurred $70,609 through the end of the period towards the
construction of the building. The Company will capitalize the costs
until the time the building is completed and will start depreciation
it from that point.

Depreciation expense for the years ended December 31, 2004 and 2003
was $37,248 and $29,796, respectively.

NOTE 4 INTANGIBLE ASSETS
------- ------------------

The Company is accounting for computer software technology costs under
the Capitalization criteria of Statement of Position 98-1 "Accounting
for the Costs of Computer Software Developed or Obtained for Internal
Use."

Expenditures for maintenance and repairs are expensed when incurred;
additions, renewals and betterments are capitalized. Amortization is
computed using the straight-line method over the estimated useful life
of the asset (3 years). Amortization begins from the date when the
software becomes operational. The website became operational from July
1, 2004. The Company amortized $37,610 in the accompanying financial
statements at December 31, 2004. The balance at December 31, 2004
amounts to $ 188,049.

F-13

NOTE 5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
------- -----------------------------------------

Accounts payable, accrued expenses and contingent liabilities consist
of the following:

Trade payable $ 151,776
Payable to clients $ 294,780
Accrued interest 44,444
Customer deposits 5,000
Income tax payable 5,555
Accrued payroll 21,969
Accrued payroll tax 9,602
Accrued vacation and sick time 9,799
Equipment payable 14,952
Other payable 66,036
------------
Total accounts payable and accrued expenses $ 623,983
============

NOTE 6 LINE OF CREDIT
------- ----------------

The Company has two revolving lines of credit from two financial
institutions for $50,000 and $55,000. The credit lines are unsecured
and bear an annual interest rate of 10.75% and 16.24%, respectively.
The credit lines are personally guaranteed by the CEO of the Company.
The Company has borrowed $44,521 and $55,814 from the credit lines as
of December 31, 2004.

NOTE 7 NOTES PAYABLE
------- --------------

Notes payable are summarized as follows:

2004
-----------

Equipment loan: May 2003 due April 2008;
payable in monthly installments of $1,030;
annual interest of 14%; secured by equipment $ 35,272

Land purchase loan: November 2003 due November 2005;
interest only payments of $1,563 payable monthly;
annual interest of 7.5%; secured by land 250,000

Note payable: November 2004 due November 2006;
interest only payments of $3,500 monthly;
annual interest of 12%; secured by personal
guaranty of the CEO and all of the issued
and outstanding stock of the Company 350,000

F-14

Note payable: August 2004 due August 2005;
interest only payments of $1,188 monthly;
annual interest of 9.5%; unsecured 84,926
-----------

720,198

Less current portion (342,079)
-----------

Notes payable, net of current portion $ 378,119
-----------

The following is a summary of principal maturities of notes payable:

2005 $ 342,079

2006 359,887

2007 10,467

2008 7,775
-----------

$ 720,198
===========

The Company recorded interest expense of $ 42,794 and $ 6,051 for
the years ended December 31, 2004 and 2003 respectively.

NOTE 8 CONVERTIBLE NOTE PAYABLE FOR SERVICES
------- -----------------------------------------

In connection with a consulting agreement, Healthcare agreed to
pay $250,000 for financial and business advisory services. The
payment is in the form of a convertible note payable. The note
was entered into in April 2004 and is due in April 2005 unless
Healthcare receives $3,000,000 in funding at which time the note
is payable immediately. The note bears interest of 4% and is
unsecured. The note is in default and is immediately payable. The
note and accrued interest are convertible into the Company's
common stock at 75% of the market price when converted. If the
Company defaults on the note, the note is convertible at 50% of
the market price when converted. When the note was issued, the
market value of the stock was $0.04. The Company recorded
beneficial conversion feature expense of $ 83,333 associated with
the note. The Company recorded interest expense of $ 6,667 for
the year ended December 31, 2004.

F-15

NOTE 9 STOCKHOLDERS' DEFICIENCY
------- -------------------------

COMMON STOCK

The Company is presently authorized to issue 50,000,000 shares of
$0.001 par value Common Stock. The Company currently has
30,940,150 common shares issued and outstanding. The holders of
common stock, and of shares issuable upon exercise of any
Warrants or Options, are entitled to equal dividends and
distributions, per share, with respect to the common stock when,
as and if declared by the Board of Directors from funds legally
available therefore. No holder of any shares of common stock has
a pre-emptive right to subscribe for any securities of the
Company nor are any common shares subject to redemption or
convertible into other securities of the Company. Upon
liquidation, dissolution or winding up of the Company, and after
payment of creditors and preferred stockholders, if any, the
assets will be divided pro-rata on a share-for-share basis among
the holders of the shares of common stock. All shares of common
stock now outstanding are fully paid, validly issued and
non-assessable. Each share of common stock is entitled to one
vote with respect to the election of any director or any other
matter upon which shareholders are required or permitted to vote.
Holders of the Company's common stock do not have cumulative
voting rights, so that the holders of more than 50% of the
combined shares voting for the election of directors may elect
all of the directors, if they choose to do so and, in that event,
the holders of the remaining shares will not be able to elect any
members to the Board of Directors.

Healthcare acquired the Company from the sole owner, in exchange
for 25,150,000 newly issued treasury shares of Healthcare's
common stock.

On July 27, 2004, the Company cancelled 2,640,000 shares of
common stock in exchange for right to the name ""Winfield
Financial Group, Inc."" and the transfer of any contracts,
agreements, rights or other intangible property owned by Winfield
Financial Group, Inc. (WFLD) that relate to the business
operations of WFLD prior to the change in control whether or not
accounted for in WFLD's financial statements. These shares have
been included as part of recapitalization on reverse acquisition
of the Company.

The Company issued 1,000,000 shares to consultant as
consideration for work done in recapitalization of the Company.
These shares have been included as part of recapitalization on
reverse acquisition of the Company.

In 2004, the Company issued 862,500 restricted common shares
valued at $ 338,126 to consultants for providing business and
advisory services; 153,000 restricted common shares to employees
as bonus valued at $ 69,850; and 150,000 restricted common shares
to directors for attending Board meetings valued at $ 67,500. The
common shares were valued at the then trading price of the common
shares on the date of issuance. The Company recorded $67,500 and
$0 as compensation expense for the years ended December 31, 2004
and 2003, respectively.

F-16

CLASS B PREFERRED STOCK

The Company's Articles of Incorporation (Articles"") authorize
the issuance of 50,000,000 shares of no par value Class B
Preferred Stock. No shares of Preferred Stock are currently
issued and outstanding. Under the Company's Articles, the Board
of Directors has the power, without further action by the holders
of the Common Stock, to designate the relative rights and
preferences of the preferred stock, and issue the preferred stock
in such one or more series as designated by the Board of
Directors. The designation of rights and preferences could
include preferences as to liquidation, redemption and conversion
rights, voting rights, dividends or other preferences, any of
which may be dilutive of the interest of the holders of the
Common Stock or the Preferred Stock of any other series. The
issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company without further
shareholder action and may adversely affect the rights and
powers, including voting rights, of the holders of Common Stock.
In certain circumstances, the issuance of preferred stock could
depress the market price of the Common Stock.

NOTE 10 COMMITMENTS AND CONTINGENCIES
-------- -------------------------------

During 2004, the Company leased its corporate offices space in
Upland, California; Stockton, California; Laredo, Texas; and in
Providence, Rhode Island under operating lease agreements. The
office facilities in Stockton and Laredo were closed during 2004.
The Upland facility lease calls for a monthly rent of $3,387 and
Providence office facility calls for a monthly rent of $685. The
Upland and Providence facilities operating leases expire in May
2005 and have renewal options. Rent expense under operating
leases for the year ended December 31, 2004 was $59,873.

Future minimum lease payments are as follows:

Year Amount
---- ------

2005 $16,288

NOTE 11 INCOME TAXES
-------- -------------

Income tax expense (benefit) for the year ended December 31, 2004
is summarized as follows:

2004
--------------
Current:
Federal $ (760,107)
State (134,137)
(894,244)
--------------
Valuation allowance 891,844
==============
Income tax expense (benefit) $ 2,400
==============

The following is a reconciliation of the provision for income
taxes at the U.S. federal income tax rate to the income taxes
reflected in the Consolidated Statements of Operations:

F-17

December 31, December 31,
2004 2003
----------- -----------
Tax expense (credit) at statutory rate-federal (34)% (34)%
State tax expense net of federal tax (6) (6)
Changes in valuation allowance (40) (40)

----------- -----------
Tax expense at actual rate - -
=========== ===========

The tax effects of temporary differences that gave rise to
significant portions of deferred tax assets and liabilities at
December 31, 2004 are as follows:

Deferred tax assets:
Net operating loss carry forward $ 2,235,609
------------------
Total gross deferred tax assets 2,235,609
Less valuation allowance (2,235,609)
------------------
Net deferred tax assets $ -
==================

At December 31, 2004, the Company had net operating loss carry
forwards of approximately $2,235,,000 for U.S. federal income tax
purposes available to offset future taxable income expiring on
various dates through 2019.

The net change in the valuation allowance for the year ended
December 31, 2004 was an increase of $2,235,609.

NOTE 12 CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS
------- -------------------------------------------------

The three major customers of the Company provided $1,009,438 or
56% of the revenues of the Company for the year ended December
31, 2004. Two major customers of the Company provided $996,947 or
50% of the revenues for the year ended December 31, 2003. There
are no accounts receivable to any of the major customers as of
December 31, 2004.

NOTE 13 GOING CONCERN
-------- --------------

The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles which contemplate continuation of the company as a
going concern. The Company had a loss of $1,878,568, a working
capital deficiency of $ 1,684,764, stockholders' deficiency of $
1,326,801, an accumulated deficit of $ 1,895,609 and cash used in
operations of $295,106. In view of the matters described above,
recoverability of a major portion of the recorded asset amounts
shown in the accompanying consolidated balance sheet is dependent
upon continued operations of the company, which in turn is
dependent upon the Company's ability to raise additional capital,
obtain financing and succeed in its future operations. The
financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts
or amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.

F-18

Management has taken the following steps to revise its operating
and financial requirements, which it believes are sufficient to
provide the Company with the ability to continue as a going
concern. The Company is actively pursuing additional funding and
seeking new clients for medical billings, which would enhance
stockholders' investment. Management believes that the above
actions will allow the Company to continue operations through the
next fiscal year.

NOTE 14 LITIGATION
-------- ----------

The Company is defendant in multiple lawsuits initiated by the
clients of the Company. The complaints allege that the Company
and its officers improperly withheld approximately monies from
the clients. The complaints allege, among others, claims for
breach of contract and breach of fiduciary duty. The plaintiff
seeks compensatory and punitive damages, prejudgment interest,
costs and attorney fees. The parties have conducted discovery and
permission to take additional discovery is being sought. The
Company has accrued $ 263,829 in the accompanying financials and
has recorded them as a contingent liability.

In November 2004, a law firm initiated action against the Company
and its officers. The demand for arbitration alleges that the
Company and its officer owes firm approximately $ 79,000 in
unpaid legal fees. In 2005, the parties agreed to settle all the
claims in return for payment of $ 30,000 from the Company. The
Company has accrued $ 30,000 in the accompanying financials.

F-19

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Effective October 28, 2004, the client auditor relationship between the
Company and Malone & Bailey, PC (formerly Malone & Bailey, PLLC) ("Malone")
ceased as the former accountant was dismissed. Effective November 6, 2004, the
Company engaged Kabani & Company, Inc., Certified Public Accountants ("Kabani")
as its principal independent public accountant for the fiscal year ended
December 31, 2004. The decision to change accountants was recommended and
approved by the Company's Board of Directors on November 12, 2004.

Malone's report on the financial statements of the Company for the fiscal
years ended December 31, 2002 and December 31, 2003, and any later interim
period, including the interim period up to and including the date the
relationship with Malone ceased, did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles except for concerns about the Company's ability
to continue as a going concern.

In connection with the audit of the Company's fiscal years ended December
31, 2002 and December 31, 2003, and any later interim period, including the
interim period up to and including the date the relationship with Malone ceased,
there have been no disagreements, except for one disagreement (discussed below)
that has been resolved, between Malone and the Company on a matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Malone
would have caused Malone to make reference to the subject matter of the
disagreement(s) in connection with its report on the Company's financial
statements.

There was one disagreement between Malone and the Company (the
"Disagreement") which was resolved on September 28, 2004. The fourth paragraph
to Note 1 of the December 31, 2003 financial statements filed with the
Securities and Exchange Commission (the "Commission") on Form 8-K/A on November
5, 2004, says, "Winfield, through a trust account owned by its clients, bills
and collects on medical billings. Winfield controls the account through which
all of the money is deposited. Winfield retains a percentage of the collection
as a fee, typically 10%, and remits the balance to the clients." In Note 12, the
third paragraph says, in part, "Through June 4, 2004, Winfield borrowed $181,427
from [this same] account that Winfield controls on behalf of Winfield's
clients." Since June 4, 2004, the Company has said they actually owed a much
smaller amount to this account, but have been unable to provide adequate
documentation or properly reconcile this account to the Company's books. The
Company's Board of Directors discussed the Disagreement with Malone, the former
accountant. After such discussions, the Company took the following actions: 1)
conceded to utilize the numbers prepared by Malone that were included in Note 12
of the December 31, 2003 financial statements; and 2) made adjustments to the
Company's books and records per Malone's numbers. The foregoing actions taken by
the Company resolved the Disagreement. Malone did not conduct an audit of
the Company's financial statements for 2004. Malone's quoted statement above
was not the result of an audit as Malone did not audit any period of 2004.

-22-

There have been no reportable events as provided in Item 304(a)(iv)(B) of
Regulation S-B during the Company's fiscal years ended December 31, 2002 and
December 31, 2003, and any later interim period, including the interim period up
to and including the date the relationship with Malone ceased.

The Company authorized Malone to respond fully to any inquiries of any new
auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company requested that Malone review the disclosure
and Malone has been given an opportunity to furnish the Company with a letter
addressed to the Commission stating whether it agrees with the statements made
by the Company herein. Such letters are filed as Exhibits 16.1 and 16.2, to the
Company's Form 8-K filed by the Company on December 8, 2004, and incorporated
herein by reference.

The Company has not previously consulted with Kabani regarding either (i)
the application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit opinion that might be rendered on the
Company's financial statements; (iii) the Disagreement; or (iv) a reportable
event (as provided in Item 304(a)(iv)(B) of Regulation S-B) during the Company's
fiscal years ended December 31, 2002 and December 31, 2003, and any later
interim period, including the interim period up to and including the date the
relationship with Malone ceased.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and principal financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this annual report (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the
Company's disclosure controls and procedures were adequate and designed to
ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within
those entities.

(b) Changes in internal control over financial reporting. There were no
significant changes in the Company's internal control over financial
reporting during the fourth fiscal quarter that materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

-23-

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND OFFICERS

The Directors and Officers of the Company are as follows:

NAME AGE POSITION
------ --- --------

Chandana Basu 49 Chief Executive
Officer, Treasurer,
and Director

Narinder Grewal, M.D. 52 Director

Bharati Shah, M.D. 58 Director

CHANDANA BASU

Chandana Basu, age 49, has served as the Company's Chief Executive Officer
and Treasurer since May 2004, after the Company acquired Healthcare Business
Services Group, Inc. ("HBSGI"), a full-service medical billing agency and a
wholly-owned subsidiary of the Company. She has served as a Director of the
Company since November 12, 2004. Ms. Basu incorporated HBSGI in December 1994.
Ms. Basu has operated HBSGI for the past fourteen (14) years. Ms. Basu has been
successful in growing HBSGI from a core client base of doctors and hospitals in
California, Florida, Washington state and Texas without the use of consistent
marketing or advertising. Ms. Basu has over 14 years of experience in medical
bill collecting from insurance companies. Ms. Basu also has over 14 years of
experience in computer design and programming. Ms. Basu is the CEO and President
of AutoMed Software Corp. and the Manager of Silver Shadow Properties, LLC, both
wholly-owned subsidiaries of the Company. Ms. Basu received a Bachelors Degree
with majors in Math, Physics and Chemistry from Bethune College in 1975. She
attended the Computer Learning Center during 1978. She also received specialized
education in medical billing, anesthesia billing and attended various pain
management conferences. Ms. Basu is a Technical Exhibitor for the American
Association of Anesthesiology.

NARINDER GREWAL, M.D.

Narinder Grewal, M.D., age 52, an anesthesiologist, pain management
specialist, has been a self-employed Medical Doctor for the last fifteen years.
He also owns and operates a surgery center. Dr. Grewal has concurrently served
as a Director of the Company since May 2004. Dr Grewal brings experience with
surgical center development and management from a medical and administrative
perspective. Dr. Grewal has an eight year relationship with the Company and is
the Company's largest client as well. The Company generates approximately 30%
of its revenues from the services that it provides to Dr. Grewal, and as a
result, Dr. Grewal is the Company's largest client. Dr. Grewal is licensed to
practice medicine in the State of California. Dr. Grewal received a degree in
medicine from Patiala University in Punjab, India.

BHARATI SHAH, M.D.

Bharati Shah, M.D., age 58, anesthesiologist and pain management
specialist, is currently the President of her own medical practice, B. Shah,
M.D., Inc., doing business as Comprehensive Pain Medical Clinic. Dr. Shah has
operated her own medical practice since 1980. Dr. Shah has concurrently served
as a Director of the Company since May 2004. Dr. Shah will be an ambassador for
the Company in the medical community and a credible marketing tool at
conferences and association meetings. Dr Shah will provide vital physician
input about new services and products to be explored by the Company. Dr. Shah
is licensed to practice medicine in the State of California. Dr. Shah received
her MB BS degrees from Bombay University in 1971. She has received specialized
education in anesthesiology and pain management. Dr. Shah is a member of the
American College of Advancement in Medicine. The Company also provides services
to Bharati Shah, MD, a Director of the Company. The Company receives less than
5% of its revenue from Dr. Shah.

-24-

All directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the pleasure of the Board.

Dr. Shah, Chandana Basu and Dr. Grewal have not been named to any
committees of the Company's Board of Directors, and any committees of the
Company's Board of Directors to which Dr. Shah, Ms. Basu or Dr. Grewal may be
named have not been determined, as of the filing of this Report.

CHANGES IN OFFICERS AND DIRECTORS

On November 10, 2004, Mark D. Johnson resigned as a Director of the
Company. On November 12, 2004, the Majority Shareholder, via unanimous written
consent, removed Dr. Thomas Guthrie as a Director of the Company.

On November 12, 2004, the Majority Shareholder, via unanimous written
consent, appointed Chandana Basu as a Director of the Company.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a class of the Company's equity securities which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes of ownership of such registered securities.
Such executive officers, directors and greater than 10% beneficial owners are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms filed by such reporting persons.

Based on stockholder filings with the SEC, Chandana Basu, Christopher
Madero, Narinder Grewal, MD and Bharati Shah, MD are subject to Section 16(a)
filing requirements. Bharati Shah failed to file a report on Form 3 after
becoming a director of the Company during the Company's most recent fiscal year.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person (other than Bharati Shah) required to file such a
report failed to file on a timely basis during the Company's most recent fiscal
year.

-25-

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION

Other All
Annual Restricted LTIP Other
Name & Principal Compen- Stock Options Payouts Compen-
Position Year Salary ($) Bonus ($) sation Awards SARs ($) sation

Chandana Basu (1) 2004 $60,000 $540,000
Chief Executive Officer,
Treasurer and Director

Robert W. Burley 2004 $ 0
Former Chief Executive
Officer 2003 $ 0
2002 $ 0

* Does not include perquisites and other personal benefits in amounts less
than 10% of the total annual salary and other compensation.

(1) Chandana Basu receives as salary of $5,000 per month and a minimum bonus of
$45,000 per month pursuant to an employment agreement with Healthcare.
The Company has accrued $348,142 as officer compensation for Ms. Basu.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information as of April 11, 2005, with
respect to the beneficial ownership of the common stock by (i) each director and
officer of the Company, (ii) all directors and officers as a group and (iii)
each person known by the Company to own beneficially 5% or more of the common
stock:

-26-

Name and Address Shares of Common Stock Beneficially Owned (1)
---------------------------------------------
of Beneficial Owners Number Percent
-------------------- ------ -------

Chandana Basu (2) 25,150,000 81.1%

Narinder Grewal, MD (2) 100,000 0.3%

Bharati Shah, MD (2) 50,000 0.2%

All officers and directors 25,300,000 81.5%
as a group (3 people)

(1) The number of shares of common stock owned are those "beneficially
owned" as determined under the rules of the SEC, including any shares of
common stock as to which a person has sole or shared voting or investment power
and any shares of common stock which the person has the right to acquire within
60 days through the exercise of any option, warrant or right. As of April 11,
2005, there were 31,040,150 shares of Common Stock outstanding, which does not
include 12,500 shares of Common Stock, which have been purchased by an investor,
but which the Company has not issued to the investor, as of the date of this
filing.

(2) The business address of the Company's officers and directors is 1126
West Foothill Blvd, Suite 105, Upland, California 91786.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 1, 2004, Ms. Basu entered into an employment agreement with
Healthcare Business Services Groups, Inc., a Delaware corporation
("Healthcare"), and the Company's wholly owned subsidiary, pursuant to which Ms.
Basu serves as the Chief Executive Officer, Vice President, Chief Operation
Officer and Treasurer of Healthcare. Pursuant to the employment agreement, Ms.
Basu receives compensation of $5,000 per month, a bonus of 25% of the gross
receipts of Healthcare payable monthly with a minimum bonus of $45,000 per
month, six weeks of paid vacation, and an S500 Mercedes Benz (or equivalent
type) car allowance covering all automobile related expenses, and annual equity
based compensation of a minimum of one (1) million shares of common stock of
Healthcare.

Chandana Basu, the Company's Chief Executive Officer loans the Company
money for operations from time to time, but there is no commitment between the
Company and Ms. Basu to do so. The balance of these loans as of December 31,
2004 was $0.

Narinder Grewal, MD, a Director of the Company, is the Company's largest
client. Dr. Grewal is an anesthesiologist and pain management specialist. He
also operates a surgery center that is not otherwise affiliated with the Company
or the Company's Surgery Center line of business. The Company provides Dr.
Grewal with medical billing and other administrative services. The Company
generates approximately 30% of its revenues from the services that it provides
to Dr. Grewal, and as a result, Dr. Grewal is the Company's largest client. The
Company has had a relationship with Dr. Grewal for eight years.

The Company also provides services to Bharati Shah, MD, a Director of the
Company. The Company receives less than 5% of its revenue from Dr. Shah.

On January 13, 2005, the Company's majority shareholder and Chief Executive
Officer, Chandana Basu voted her shares to adopt the Company's Amended 2004
Stock Option Plan ("Option Plan"). Pursuant to the Option Plan, Ms. Basu is
eligible to receive 1,250,000 shares of the Company's Common Stock in connection
with that Option Plan.

-27-

The Company uses a California Company, Alta Vista Billing Service For
Complex Medical Care, Inc. ("Alta Vista"), to deposit money for its clients.
Alta Vista is 100% owned by the Company's Chief Executive Officer, Chandana Basu
and serves only as a reimbursement account to keep the client's deposits in a
separate account for which it receives no compensation.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

Exhibit No. Description of Exhibit
---------- ----------------------
2.1(1) Exchange Agreement
2.2(1) Addendum to Common Stock Purchase Agreement
3.1(2) Certificate of Amendment
3.2(3) Amended Bylaws
10.1(4) Employment Agreement with Chandana Basu
10.2* Convertible Note with GoPublicToday.com

16.1(5) Letter from Malone & Bailey, PLLC dated November 23, 2004,
regarding change in Certifying Accountant

16.2(6) Letter from Malone & Bailey, PC dated December 8, 2004,
Regarding change in Certifying Accountant

21.1* Subsidiaries

31.1* Certificate of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

32.1* Certificate of the Chief Executive Officer of Chief
Financial Officer pursuant to Section 906 of the Sarbanes- Oxley
Act of 2002

(1) Filed as Exhibits 2.1 and 2.2, respectively, to the Form 8-K filed with
the Commission on May 17, 2004, and incorporated herein by reference.

(2) Filed as Exhibit 3.1 to the Company's Form 8-K filed January 13, 2005, and
incorporated herein by reference.

(3) Filed as Exhibit 3.2, to the Company's Form 8-K, filed December 8, 2004, and
incorporated herein by reference.

(4) Filed as Exhibit 10.1 to the Company's Form 8-K, filed November 5, 2004, and
incorporated herein by reference.

(5) Filed as Exhibit 16.1 to the Company's Form 8-K filed with the Commission on
November 24, 2004, and incorporated herein by reference.

(6) Filed as Exhibit 16.2 to the Company's Form 8-K filed with the Commission on
December 8, 2004, and incorporated herein by reference.

* Filed herein

-28-

(b) REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during the last quarter of
the fiscal period covered by this report:

The Company filed a report on Form 8-K/A, on November 5, 2004, to
amend the Company's previous Form 8-K in connection with the Acquisition of
HBSGI, to include audited financials and pro forma information for HBSGI,
to report the election of new directors, and to clarify the previous
filing.

The Company filed a report on Form 8-K, on November 23, 2004, to
report that the Company had filed a press release in connection with the
Company entering into a compliance and consulting agreement with Public
Company Management Corporation.

The Company filed a report on Form 8-K, on November 23, 2004, to
report that the Company had filed a press release in connection with Public
Company Management Corporation presenting at the National Investment
Banker's Association (NIBA) conference.

The Company filed a report on Form 8-K on November 14, 2004, to report
that Effective October 28, 2004, the client auditor relationship between
Winfield Financial group, Inc. (the "Company") and Malone & Bailey, PC
("Malone") ceased as the former accountant was dismissed. Effective
November 6, 2004, the Company engaged Kabani & Company, Inc., Certified
Public Accountants ("Kabani") as its principal independent public
accountant for the fiscal year ended December 31, 2004. Additionally, the
Company reported changes in the Company's Board of Directors.

The Company filed a report on Form 8-K/A on December 8, 2004, to amend
the Company's Form 8-K filed on November 24, 2004, to disclose that a
disagreement between the Registrant and its predecessor independent
accountant was resolved, the date on which the disagreement was resolved,
and the actions taken to resolve the disagreement.

The Company filed the following reports on Form 8-K subsequent to the last
quarter of the fiscal period covered by this report:

The Company filed a report on Form 8-K on January 13, 2005, to report
that the Company had filed a Certificate of Amendment with the Nevada
Secretary of State to change the Company's name, increase the Company's
authorized shares and to report the adoption of Amended Bylaws.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 for professional services rendered by the principal accountant for
the audit of the Company's annual financial statements was $22,500 and
$46,300, respectively. The aggregate fees billed for each of the fiscal
years ended December 31, 2004 and 2003 for professional services rendered by the
principal accountant for review of the financial statements included in the
registrant's Form 10-QSB or for services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years was $12,200 and $0, respectively.

AUDIT RELATED FEES

None.

TAX FEES

None.

ALL OTHER FEES

The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 for products and services provided by the principal accountant,
other than the services reported above was $0 and $0, respectively.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

HEALTHCARE BUSINESS SERVICES GROUPS, INC.

DATED: May 13, 2005 By: /s/ Chandana Basu
--- ------------------------
Chandana Basu
Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

NAME TITLE DATE

/s/ Chandana Basu Chief Executive Officer, May 13, 2005
---------------------- Chief Financial Officer, ----------
Chandana Basu and Director

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