SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WINFIELD FINANCIAL GROUP, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
973867 10 4
(CUSIP NUMBER)
DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY
SUITE 1000
HOUSTON, TEXAS 77019
(713) 524-4110
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
June 21, 2004
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX. [ ]
The information required in the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
|1| NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Burley
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|2| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
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|3| SEC USE ONLY
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|4| SOURCE OF FUNDS*
N/A
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|5| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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|6| CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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|7| SOLE VOTING POWER
NUMBER OF 487,270
SHARES -----------------------------------------------------------
BENEFICIALLY |8| SHARED VOTING POWER
OWNED BY EACH 200,000
REPORTING -----------------------------------------------------------
PERSON WITH |9| SOLE DISPOSITIVE POWER
487,270
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|10| SHARED DISPOSITIVE POWER
200,000
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|11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
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|12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * N/A
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|13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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|14| TYPE OF REPORTING PERSON *
IN
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ITEM 1. Security and Issuer
This Statement on Schedule 13D relates to the Common Stock of Winfield Financial
Group, Inc. The principal executive offices of Winfield Financial Group, Inc.
are located at 1126 West Foothill Blvd, Suite 105, Upland, California 91786.
ITEM 2. Identity and Background
(a)-(c) This Statement on Schedule 13D is being filed by Robert Burley. Mr.
Burley's business address is 2770 S Maryland Parkway, Suite 402, Las Vegas,
Nevada. Mr. Burley was the former President, Chief Executive Officer, and
Treasurer and a former Director of Winfield Financial Group, Inc. Mr. Burley is
currently President of Financial Marketing, Inc.
(d)-(e) During the last five years, Mr. Burley: (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) was not a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Burley is a citizen of the United States.
ITEM 3. Source of Amount of Funds or Other Compensation
N/A
ITEM 4. Purpose of Transaction
N/A
ITEM 5. Interest in Securities of the Issuer
(a) Robert Burley beneficially owns 900,000 shares of Common Stock of Winfield
Financial Group, Inc. which includes 212,730 shares owned by his wife,
Linda Burley, and 200,000 shares owned by Financial Marketing, Inc., a
company in which Mr. Burley and Ms. Burley own approximately 9.1% and 8.1%,
respectively. Linda Burley is filing her own Statement on Schedule 13D. The
shares of Common Stock beneficially owned by Mr. Burley constitute
approximately 3.0% of the total number of shares of Common Stock of
Winfield Financial Group, Inc., based upon 29,774,650 shares of Common
Stock outstanding as of August 4, 2004.
(b) Mr. Burley has the sole power to vote or to direct the vote, and the sole
power to dispose or to direct the disposition of 487,270 of the shares
beneficially owned by Mr. Burley. Linda Burley has the sole power to vote
or to direct the vote, and the sole power to dispose or to direct the
disposition of 212,730 shares of Common Stock beneficially owned by her.
Mr. Burley shares power to vote or to direct the vote, and shares power to
dispose or to direct the disposition of 200,000 shares of Common Stock
owned by Financial Marketing, Inc.
(c) Robert Burley transferred 1,837,730 shares, and Linda Burley transferred
802,270 shares (or an aggregate of 2,640,000 shares) of Common Stock to
Winfield Financial Group, Inc. pursuant to an agreement entered into on
June 21, 2004, attached hereto as an exhibit (the "Agreement"), whereby Mr.
Burley and Mrs. Burley received the intangible rights owned by Winfield
Financial Group, Inc. immediately prior to a Common Stock Purchase
Agreement that Winfield Financial Group, Inc. entered into on April 23,
2004. Mr. Burley and Mrs. Burley transferred an aggregate of 2,640,000
shares of Common Stock to Winfield Financial Group, Inc., however, they
adjusted the number of shares transferred by each of them from the
Agreement which originally provided that they respectively transfer
1,835,000 shares and 805,000 shares of Common Stock.
(d) No other person has the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of the Common Stock
beneficially owned by Mr. Burley for which Mr. Burley has sole powers.
(e) Mr. Burley ceased to be the beneficial owner of more than 5% of the Common
Stock of Winfield Financial Group, Inc. on June 21, 2004.
ITEM 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer
None
ITEM 7. Material to be Filed as Exhibits
Exhibit 1* Agreement between Winfield Financial Group, Inc. and
Robert Burley and Linda Burley
* Filed herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 6, 2004 By: /s/ Robert Burley
---------------------
Robert Burley
EXHIBIT 1
AGREEMENT
This Agreement dated June 21, 2004 ("Agreement") is by and between
Winfield Financial Group, Inc., a Nevada corporation ("WFLD") and Robert Burley
and Linda Burley (Robert Burley and Linda Burley are sometimes collectively
referred to herein as "Burley").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, WFLD underwent a change in control and management;
WHEREAS, Robert Burley, former President, Treasurer and Chief Executive
officer and a former Director of WFLD resigned in connection with the change in
control;
WHEREAS, Linda Burley, former Secretary and a former Director of WFLD
resigned in connection with the change in control;
WHEREAS, Robert Burley and Linda Burley own an aggregate 3,340,000 shares
of common stock, $.001 par value per share of WFLD ("Common Stock") consisting
of 2,325,000 shares of Common Stock owned by Robert Burley and 1,015,000 shares
of Common Stock owned by Linda Burley;
WHEREAS, Burley desires to return to WFLD and have cancelled an aggregate
2,640,000 shares of Common Stock consisting of 1,835,000 shares of Common Stock
owed by Robert Burley and 805,000 shares of Common Stock owned by Linda Burley,
in exchange for the right to the name "Winfield Financial Group, Inc." and the
transfer of any contracts, agreements, rights or other intangible property owned
by 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 (the
"Intangible Rights");
WHEREAS, WFLD desires to transfer the Intangible Rights to
Burley;
WHEREAS, WFLD and Burley desire to set forth in writing the terms and
conditions of their agreement and understanding concerning the return and
cancellation of Common Stock in exchange for the transfer of Intangible Rights;
and
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Transfer and Return and Cancellation. WFLD agrees to assign, transfer
and deliver, free and clear of all liens, pledges, encumbrances, charges,
restrictions or known claims of any kind, nature, or description, the Intangible
Rights to Burley in exchange for return and cancellation of an aggregate
2,640,000 shares of Common Stock consisting of 1,835,000 shares of Common Stock
owned by Robert Burley and 805,000 shares of Common Stock owned by Linda Burley.
2. Warranties and Representations of WFLD. WFLD warrants and represents to
Burley that WFLD owns such Intangible Rights free and clear of any claim
whatsoever; WFLD has not pledged or encumbered the Intangible Rights in any
manner; and WFLD has granted no right, warrant, purchase option, license,
royalty interest or any other right which directly or indirectly affects the
Intangible Rights.
3. Warranties and Representations of Burley. Burley warrants and represents
to WFLD that Burley owns the Common Stock free and clear of any claim
whatsoever; Burley has not pledged or encumbered the Common Stock in any manner;
the Common Stock is nonassessable; Burley has granted no right, warrant,
purchase option, or any other right which directly or indirectly affects the
Common Stock; and the Common Stock is freely assignable by Burley to WFLD in
accordance with this Agreement.
4. Miscellaneous
(a) Assignment. All of the terms, provisions and conditions of this Agreement
shall be binding upon and shall inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted
assigns.
(b) Applicable Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada, excluding any provision which
would require the use of the laws of any other jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement constitutes the
entire agreement of the parties hereto and expressly supersedes all prior
and contemporaneous understandings and commitments, whether written or
oral, with respect to the subject matter hereof. No variations,
modifications, changes or extensions of this Agreement or any other terms
hereof shall be binding upon any party hereto unless set forth in a
document duly executed by such party or an authorized agent or such party.
(d) Faxed Copies. For purposes of this Agreement, a faxed signature shall
constitute an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
/s/ Robert Burley
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Robert Burley
/s/ Linda Burley
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Linda Burley
WINFIELD FINANCIAL GROUP, INC.
BY:/s/ Chandana Basu
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Chandana Basu, CEO