As Filed with the Securities Exchange Commission on

0001352392-07-000119.txt : 20070925 0001352392-07-000119.hdr.sgml : 20070925 20070925122724 ACCESSION NUMBER: 0001352392-07-000119 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20070925 DATE AS OF CHANGE: 20070925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGFIELD COMPANY, INC. CENTRAL INDEX KEY: 0001157850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 201981317 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33125 FILM NUMBER: 071133433 BUSINESS ADDRESS: STREET 1: 3320 FM 359 CITY: RICHMOND STATE: TX ZIP: 77469 BUSINESS PHONE: 832-595-2374 MAIL ADDRESS: STREET 1: 3320 FM 359 CITY: RICHMOND STATE: TX ZIP: 77469 FORMER COMPANY: FORMER CONFORMED NAME: NEXLE CORP DATE OF NAME CHANGE: 20010821 10-K 1 f10kmda63005final.htm FORM 10K As Filed with the Securities Exchange Commission on

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2005

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-21956

SPRINGFIELD COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

52-2303874

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification number)

3320 FM 359, Richmond, Texas 77469

(Address, including Zip Code, of registrant’s principal executive offices)

(832) 595-2374

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

Common Stock, par value $.0001 per share

NASDAQ-OTCBB Exchange

Indicate by check mark whether the Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes ___ No X .


Approximate aggregate market value of common stock held by non-affiliates of the registrant as of September 30, 2005	$	2,204
Number of shares of common stock outstanding as of March 20, 2007		22,048,323

DOCUMENTS INCORPORATED BY REFERENCE: None.

PART I

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability of the Company to successfully implement its turnaround strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inher ent in the forward-looking statements included herein, the inclusion of such information should not be regarded as representation by the Company or any other person that the objectives and plans of the Company will be achieved. In assessing forward-looking statements included herein, readers are urged to carefully read those statements. When used in the Annual Report on Form 10-K, the words “estimate,” “anticipate,” “expect,” “believe,” and similar expressions are intended to be forward-looking statements.

Item 1. Business

Springfield Company, Inc., formerly known as Nexle Corp., through its "Custom Homecraft Building Systems", proposes to develop low cost housing with quality architectural design and construction. The system operates under the idea of completing most, if not all, of the house in a "factory assembly building", then transporting the house in sections for final assembly and near immediate occupancy. Present activity involves construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company is in the development stage and currently has no sales.

Recent Events

The Company has just completed its audit, and is in the process of bringing its quarterly and annual reporting current. Reports will be submitted to the NASD to obtain approval for the Company’s stock to be traded on the over-the-counter market.

Operating Results

The Company has had limited revenues since fiscal 2002, and expenses incurred consist primarily of general and administrative costs, employment costs and compensation costs associated with common stock issuances. The Company is in the development stage and currently has no sales.

The Company’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its "Custom Homecraft Building Systems". The system operates under the idea of completing most, if not all, of the house in a "factory assembly building", then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company is in the development stage and currently has no sales.

There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.

Employee Relations

At June 30, 2005, the Company employed 1 person, who is not represented by any collective bargaining organizations. The Company has had no work stoppages, slow downs or strikes.

Management considers its employee relations to be satisfactory.

Page 2

Competition

Presently, the Company feels that there is very little competition for its target market of low-cost housing in primarily rural locations. As the Company is able to expand, we expect to face additional competition from entrenched home builders.

Item 2. Properties

The Company owns 1 parcel of real estate in Texas.

The Company’s general offices are located in Richmond, Texas. The Company is currently provided office space by a related party at no cost.

Item 3. Legal Proceedings

The Company is subject to litigation, primarily as a result of customer and vendor claims, in the ordinary conduct of its operations. As of June 30, 2005, the Company had no knowledge of any legal proceedings, which, by themselves, or in the aggregate, would not be covered by insurance or could be expected to have a material adverse effect on the Company.

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

None.

PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Stock Information

Traded On the Pink Sheets Quotation System -- The Company’s Common Stock, $.0001 par value, is listed on the Pink Sheets exchange under the Symbol “SFLD”. The Company has not paid any cash dividends, and the Company currently has no plans to adopt a regular cash dividend.

The aggregate market value of the Company’s voting stock held by non-affiliates was approximately $168 on June 30, 2005.

The Company’s stock was delisted and has not traded over the past two years, thus, no information is available regarding the high and low price range for the last two years.

Page 3

Item 6. Selected Financial Data

The following table sets forth certain selected financial data which should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein.


	June 30,
Income Statement Data	2005	2004	2003	2002
Revenues	$ -	$ -	$ -	$ -
Gross profit	-	-	-	-
Operating income (loss)	(129,226)	-	-	5,454
Net income (loss)	(129,226)	-	-	5,454
Basic and diluted earnings (loss) per common share	(0.009)	-	-	-
Basic and diluted weighted avg number common shares	14,954,814	16,848,000	16,848,000	16,848,000


Balance Sheet Data
Current assets	$ 12,303	$ -	$ -	$ -
Current liabilities	101,754	-	-	-
Current ratio	.12:1	-	-	-
Total assets	458,803	-	-	-
Long-term debt	-	-	-	-
Total stockholders' equity (deficit)	357,049	-	-	-

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this document.

The Company has no revenues since fiscal 2002 and expenses incurred consist primarily of general and administrative costs, employment costs and compensation costs associated with common stock issuances. The Company is in the development stage and currently has no sales.

The Company had a net working capital deficit of $89,451 June 30, 2005, as compared with a deficit of $-0- at June 30, 2004. The Company had minimal cash flows, consisting primarily of new borrowings from related parties, which were used to fund working capital needs.

To continue as a going concern, the Company has developed a low cost housing plan. The Company’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its "Custom Homecraft Building Systems". The system operates under the idea of completing most, if not all, of the house in a "factory assembly building", then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty

Page 4

days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company is in the development stage and currently has no sales.

There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.

Application of Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circum-stances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to ma ke estimates about the effect of matters that are inherently uncertain.

Revenue Recognition

The Company’s policy is to prepare its financial statements on the accrual basis of accounting in accordance with generally accepted accounting principles. Revenues from home sales are recognized when delivered. Expenses are recognized in the period in which they are incurred.

For a more comprehensive list of our accounting policies, including those that involve varying degrees of judgment, see Note 1 of Notes to Financial Statements.

Results of Operations

The Company has no revenues since 2002 and is currently funding its working capital requirements through borrowings under note agreements with related parties. Expenses incurred include general and administrative costs, employment costs and compensation costs incurred on common stock issuances. Therefore, a comparison of the results of operations would not provide useful or comparable information at this time.

Capital Resources and Liquidity

Cash and cash equivalents were $224 and $-0- at June 30, 2005 and 2004, respectively. The Company had a net working capital deficit of $89,451 at June 30, 2005, as compared with a deficit of $-0- at June 30, 2004. The Company had minimal cash flows, consisting primarily of new borrowings from related parties, which were used to fund working capital needs.

There can be no assurance that any of management’s plans as described above will be successfully implemented or that the Company will continue as a going concern.

Page 5

At June 30, 2005 and 2004, the Company had outstanding principal balances of $76,951 and $0 under several note agreements with related parties. The borrowings are used for working capital requirements.

At June 30, 2005, the Company had an aggregate 21,548,323 shares of common stock issued and outstanding. The Company is authorized to issue up to 50,000,000 shares of common stock.

The Company intends to finance its working capital requirements through proceeds from common stock issuances.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Factors Affecting the Company’s Business and Prospects

There are numerous factors that affect the Company’s business and the results of its operations. These factors include general economic and business conditions; the level of demand for products and services and the level and intensity of competition in the housing industry.

Item 8.

Financial Statements and Supplementary Data

The Consolidated Financial Statements of the Company included in this annual report on Form 10-K are listed under Item 15, Exhibits, Financial Statement Schedules and Reports on Form 8-K.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

The management of the Company, with the participation of the Chief Executive Officer and Acting Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Acting Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective in enabling the Company to record, process, summarize, and report information required to be included in the Company’s periodic SEC filings within the required time period.

In addition, the management of the Company, with the participation of the Company’s Chief Executive Officer and Acting Chief Financial Officer, has evaluated whether any change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the Company’s fourth fiscal quarter. Based on that evaluation, the Company’s Chief Executive Officer and Acting Chief Financial Officer have concluded that there has been no change in the Company’s internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

Items 10.

Directors and Executive Officers of the Registrant

The following table sets forth certain information with respect to the Company’s current directors and officers.

NAME

POSITION

AGE

John M. King

Chairman and President

Mr. King has over twenty-five years experience in accounting and financial management. He has prior experience as a CEO in the public arena, and has served as Controller and corporate officer for several corporations. He has a

Page 6

history of analytical problem solving, coordinating projects and processes, attention to detail and research, which have led to improved efficiencies, maximization of current resources, and significant contributions to the bottom line. Some of his professional accomplishments include: negotiation of cost-saving contracts; coordination of corporate relocations; negotiation of tax disputes; synchronization of procedures and controls; negotiation of favorable credit terms; and preparation of SBA loan packages. In addition, he has spent time as a financial advisor in the securities industry. Mr. King holds a Master of Business Administration degree from the University of St. Thomas in Houston, Texas.

Meetings and Committees of the Board of Directors

During the fiscal year ended June 30, 2005 ("Fiscal 2005"), the Company's Board of Directors formally met on four occasions. Each of the directors attended (or participated by telephone) more than 75% of such meetings of the Board of Directors during Fiscal 2005. The Board of Directors has no committees.

Compensation of Directors

The Company does not provide director compensation presently. All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.

Item 11.

Executive Compensation

The following sets forth, for the fiscal years ended June 30, 2005, 2004, and 2003, certain summary information concerning annual and long-term compensation paid by the Company for services in all capacities to the current and former Chief Executive Officer, and the other most highly compensated executive officers of the Company at June 30, 2005 who received compensation of at least $100,000 during Fiscal 2005 (collectively, the “Named Officers”).

No officers of the Company are currently under an employment agreement or receive compensation.

OPTION/SAR Grants in Last Fiscal Year

There were no Options/SARs granted during Fiscal 2005 to the Named Officers.

Item 12.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning ownership of the Company’s Common Stock, as of June 30, 2005, by (i) each person who is known by the Company to be the beneficial owner of more than five percent of the Common Stock, (ii) each of the Company’s directors, (iii) each Named Officer, and (iv) all current directors and executive officers of the Company as a group.


	Amount of	Nature of	Percent of
Name and address	Ownership	Ownership (2)	Class
John M. King	11,000,000	Direct	51.0%
Ronald Dominique	3,500,000	Direct	16.2%
Joseph Muese	1,200,000	Direct	5.6%

Unless otherwise indicated, the address of each beneficial owner is c/o the Company, 3320 Fm 359, Richmond, Texas 77469.

Page 7

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act (“Rule 13d-3") and unless otherwise indicated, represents shares of which the beneficial owner has sole voting and investment power.

The percentage of class is calculated in accordance with Rule 13d-3 and assumes that the beneficial owner has exercised any options or other rights to subscribe which are execrable within sixty (60) days and that no other options or rights to subscribe have been exercised by anyone else.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “Commission”). Officers, directors and greater than ten percent shareholders are required by the Commission’s regulations to furnish the Company with copies of all Section 16(a) forms they file.

The Company believes, based solely on review of copies of such forms furnished to the Company, or written representations that no Form 3, 4, or 5’s were required, that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with during Fiscal 2006.

Item 13.

Certain Relationships and Related Transactions

The following schedule reflects the various note agreements and principal amounts due at June 30, 2005 and 2004. Foreign Futures, Green Acres, High Sierra, and Pecan Tree are entities owned by the brother of John M. King, the Company’s President. The note payable for land is due to the brother of John M. King.


		2005	2004
Note payable to Green Acres, a related party, at 2.5%, payable as cash flow
	allows	31,950	-
Note payable to High Sierra, a related party, at 2.5%, payable as cash flow
	allows	8,501	-
Note payable to a related party, secured by land, payable as cash flow
	allows	36,500	-
Total long-term debt		76,951	-
Less - current maturities		76,951	-
	Total long-term debt, net of current maturities	$ -	$ -

Item 14. Principle Accounting Fees and Services


	2005	2004
Audit fees	-0-	-0-
Audit-related fees	-0-	-0-
Tax fees	-0-	-0-
All other fees	-0-	-0-

The Company currently does not have an audit committee. Therefore, the current policy of the Board of Directors of the Company is to pre-approve all professional services performed by the Company’s independent accountants. The Board of Directors pre-approved all such professional services for the year ended June 30, 2005.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

Page 8

The following financial statements, schedules and exhibits are filed as part of this report:

(1) and (2) Financial Statements and Financial Statement Schedules -

See Index to Consolidated Financial Statements on Page F-1.

(3) Exhibits.

See Index to Exhibits.

II.

Reports on Form 8-K – The Company filed no reports on Form 8-K under the Securities and Exchange Act of 1934 during the year ended June 30, 2005

SIGNATURES

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

SPRINGFIELD COMPANY, INC.

July 31, 2007

/s/

John M. King

President, Chief Executive Officer and

Chief Financial Officer

Pursuant to the requirements of 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 date(s) indicated:

/s/

John M. King

President, Chief Executive Officer,

Chief Financial Officer and Director

Page 9

INDEX TO EXHIBITS

Exhibit

Sequential Page

Number

Description of Document

Number

*31

Certification of John M. King, Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

*32

Certification of John M. King, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

*Filed herewith.

Page 10

EX-99 2 f10kfinancialstatements63005.htm FINANCIAL STATEMENTS 1

Springfield Company, Inc.

Index to Financial Statements

June 30, 2005, 2004 and 2003


		Page No.

Independent Auditor’s Report		F-2

Balance Sheets at June 30, 2005 and 2004		F-3

Statements of Operations for the Years Ended
	June 30, 2005, 2004 and 2003	F-4

Statements of Cash Flows for the Years Ended
	June 30, 2005, 2004 and 2003	F-5

Statements of Stockholders' Equity (Deficit) for the
	Years Ended June 30, 2005, 2004 and 2003	F-6

Notes to Financial Statements		F-7

F-1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders of

Springfield Company, Inc.

We have audited the accompanying balance sheets of Springfield Company, Inc. at June 30, 2005 and 2004 and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended June 30, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform 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 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 2005 and 2004 financial statements referred to above present fairly, in all material respects, the financial position of Springfield Company, Inc. at June 30, 2005 and 2004 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/

Stephenson & Trlicek, P.C.

Certified Public Accountants

Wharton, Texas

July 23, 2007

F-2

Springfield Company, Inc.

Balance Sheets

June 30, 2005 and 2004


				2005	2004
Assets
Current assets:
	Cash and cash equivalents			$ 224	$ -
	Related party receivables			12,079	-
			Total current assets	12,303	-

	Property and equipment, net			36,500	-

	Subscriptions receivable			410,000	-

			Total assets	$ 458,803	$ -

Liabilities and Stockholders' Equity (Deficit)
Current liabilities
	Accounts payable and accrued expenses			$ 24,803	$ -
	Notes payable to related parties			76,951	-
			Total current liabilities	101,754	-
	Long-term debt, net of current maturities			-	-
			Total liabilities	101,754	-

Stockholders' equity (deficit)
	Common stock, $0.0001 par value, 50,000,000 shares authorized,
		21,548,323 and 16,848,000 shares issued and outstanding, respectively		2,154	1,685
	Additional paid-in capital			484,121	-
	Accumulated deficit			(129,226)	(1,685)
			Total stockholders' equity	357,049	-

			Total liabilities and stockholders' equity	$ 458,803	$ -

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

F-3

Springfield Company, Inc.

Statements of Operations

Years Ended June 30, 2005, 2004 and 2003


			2005	2004	2003

Revenues			$ -	$ -	$ -

Cost of sales			-	-	-

Gross profit			-	-	-

Operating expenses
	General and administrative expenses		18,225	-	-
	Consulting fees		76,375	-	-
	Depreciation and amortization		-	-	-
	Employment expenses		34,726	-	-
		Total operating expenses	129,226	-	-

Operating loss			(129,226)	-	-

Other income (expense)			-	-	-

Income (loss) before income taxes			(129,226)	-	-

Provision for income taxes			-	-	-

Net income (loss)			$ (129,226)	$ -	$ -

Basic and diluted earnings (loss) per common share:
	Earnings (loss) per common share		$ (0.009)	$ -	$ -
Basic and diluted weighted average common shares outstanding			14,954,814	16,848,000	16,848,000

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

F-4

Springfield Company, Inc.

Statements of Cash Flows

Years Ended June 30, 2005, 2004 and 2003


(in thousands)					2005	2004	2003

Cash flows from operating activities
	Net income (loss)				$ (129,326)	$ -	$ -
	Adjustments:
	Compensation costs				76,375	-	-
		Changes in assets and liabilities:
			Receivables		(12,079)	-	-
			Accounts payable and accrued expenses		24,803	-	-
				Net cash provided (used) by operating activities	(40,227)	-	-
Cash flows from investing activities:
	Issuance of subscriptions receivable				(410,000)	-	-
	Capital expenditures				(36,500)	-	-
				Net cash provided (used) by investing activities	(446,500)	-	-
Cash flows from financing activities
	New borrowings from related party notes				76,951	-	-
	Proceeds from issuance of common stock				410,000	-	-
				Net cash provided (used) by financing activities	486,951	-	-
Net increase (decrease) in cash and cash equivalents					224	-	-
Cash and cash equivalents, beginning of year					-	-	-
Cash and cash equivalents, end of year					$ 224	$ -	$ -

Supplemental disclosure of cash flow information:
	Cash paid for interest				$ -	$ -	$ -
	Cash paid for taxes				$ -	$ -	$ -

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

F-5

Springfield Company, Inc.

Statements of Stockholders’ Equity

Years Ended June 30, 2005, 2004 and 2003


				Additional	Retained
		Common stock		paid-in	earnings
		Shares	Amount	Capital	(deficit)	Total










Balance – June 30, 2002		16,848,000	$ 1,685	$ -	$ (1,685)	$ -

Issuance of common stock						-
Compensation expense recognized in
	connection with stock issued for services			-		-
Net income (loss) for 2003					-	-

Balance - June 30, 2003		16,848,000	1,685	-	(1,685)	-

Issuance of common stock
Compensation expense recognized in
	connection with stock issued for services
Net loss for 2004

Balance – June 30, 2004		16,848,000	1,685	-	(1,685)	-

1 for 45 reverse stock split		(16,349,677)	(1,636)	(49)	1,685	-
Issuance of common stock		4,100,000	410	409,590		410,000
Issuance of common stock pursuant to
	Common stock purchase agreement	1,000,000	100			100
Issuance of common stock
	for services rendered	1,000,000	1,595	74,680		76,275
Net loss for 2005					(129,326)	(129,326)

Balance - June 30, 2005		21,548,323	$2,154	$484,221	$129,326	$357,049

F-7

Springfield Company, Inc.

Notes to Financial Statements

June 30, 2005, 2004 and 2003

Description of the Company and Summary of Significant Accounting Policies

Business Operations

Basis of Accounting

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are stated at cost which approximates fair market value.

Fair Value of Financial Instruments

The Company has various financial instruments, including cash, trade receivables, accounts payable, accrued expenses, revolving credit facilities and notes payable. The carrying values of cash, trade receivables, accounts payable, accrued expenses and notes payable approximate current fair value. The revolving credit facility is at variable market rates.

Property and Equipment

Property and equipment is stated at cost and is depreciated utilizing the straight-line method of computing depreciation over their estimated useful lives. The cost of assets retired and the related accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations when incurred. Repairs and maintenance are charged to expense as incurred. Expenditures for major additions and replacements that extend the lives of assets are capitalized and depreciated over their remaining estimated useful lives. The Company depreciates assets over the following estimated useful lives:

Buildings

15-41 years

Leasehold improvements

Life of lease, up to 31 years

Equipment

5 -15 years

Transportation equipment

5 -10 years

Office equipment

3 - 7 years

Impairment of Long-Lived Assets

The Company periodically assesses the realizability of its long-lived assets and evaluates such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount. There were no assets considered impaired at June 30, 2005 and 2004.

Stock-Based Compensation Plans

The Company currently does not have any stock-based compensation plans.

Income Taxes

The Company recognizes income tax expense based on the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the income tax effect of temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities during the period. The Company has recorded a valuation allowance, which reflects the estimated amount of deferred tax assets that more likely than not will be realized.

Earnings (Loss) Per Share

The Company reports both basic earnings per share, which is based on the weighted average number of common shares outstanding, and diluted earnings per share, which is based on the weighted average number of common shares as well as all potentially dilutive common shares outstanding. For the years ended June 30, 2005, 2004 and 2003, the Company did not have potentially dilutive shares issued or outstanding.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the estimates are reasonable.

Reverse Merger, Common Stock Purchase Agreement and Reverse Stock Split

On February 12, 2005, Springfield Company, Inc. (“Springfield”), a Delaware corporation, and Belmont Partners LLC, a holder of 12,000,000 common shares of the Company, completed a Common Stock purchase agreement whereby Springfield purchased 12,000,000 common shares of the Company’s stock from Belmont Partners LLC for $10,000, the agreement of Springfield to contemplate a reserve merger with the Company and the agreement to issue 1,000,000 post-split common shares to Belmont Partners.

On February 12, 2005 and in conjunction with the reverse stock split and Common Stock Purchase Agreement between Belmont Partners LLC and Springfield Company, Inc., the Company completed a reverse merger whereby Springfield Company, Inc., a “shell” company, was merged into the Company. Concurrently, the Company changed its name to Springfield Company, Inc. and the directors of Springfield Company, Inc. were appointed as directors of the Company.

On February17, 2005, the Company approved a 1 for 45 reverse stock split whereby the Company would issue 1 new share of the Company’s “Springfield” common stock for every 45 shares of the Company’s originally issued shares under the name “Nexle”. The reverse stock split was completed on March 7, 2005.

Property and Equipment

At June 30, 2005, the Company’s only property consisted of a parcel of land purchased from a related party. The property was purchased for $36,500, which approximated the fair market value of the property at the purchase date.

Related Party Notes Payable

Long-term debt is summarized as follows at June 30 (in thousands):


		2005	2004
Note payable to Green Acres, a related party, at 2.5%, payable as cash flow
	allows	31,950	-
Note payable to High Sierra, a related party, at 2.5%, payable as cash flow
	allows	8,501	-
Note payable to a related party, secured by land, payable as cash flow
	allows	36,500	-
Total long-term debt		76,951	-
Less - current maturities		76,951	-
	Total long-term debt, net of current maturities	$ -	$ -

Common Stock

On March 7, 2005, the Company completed a 1 for 45 reverse stock split whereby the Company issues 1 new share of the Company’s “Springfield” common stock for every 45 shares of the Company’s originally issued shares under the name “Nexle”. The reverse stock split resulted in the issuance of 498,322 new common shares (Note 2)

On March 28, 2005, the Company issued 5,950,000 common shares for consulting services rendered to the following individuals: 3,750,000 common shares to John M. King, 1,200,000 common shares to Joseph Muese, and 1,000,000 common shares to Ronald Dominique. The Company recorded $28,454 in consulting fees in conjunction with this transaction.

On March 23, 2005, the Company issued an aggregate 4,100,000 common shares to 2 accredited investors under a Securities Subscription Agreement for $0.10 per common share or $410,000. In conjunction with the Securities Subscription Agreement, the Company issued Subscription promissory notes to the purchasers. Terms of the promissory notes call for payment of the subscriptions at the time the Company is relisted on a national stock exchange.

On June 6, 2005, the Company issued 1,000,000 common shares to Belmont Partners LLC pursuant to the Common Stock Purchase Agreement (Note 2).

On June 10, 2005, the Company issued 10,000,000 common shares for consulting services rendered to the following individuals: 7,250,000 common shares to John M. King; 250,000 common shares to Elizabeth Velasquez; and 2,500,000 common shares to Ronald Dominique. The Company recorded $47,821 in consulting fees in conjunction with this transaction.

Related Party Transactions

The Company has notes payable to 2 entities whose majority shareholder is the brother of the President of the Company. The Company also has 1 note payable to a family relative of the President of the Company.

F-7

Springfield Company, Inc.

Notes to Financial Statements

June 30, 2005, 2004 and 2003

Subsequent Events

On July 29, 2005, the Company issued an aggregate 400,000 common shares for consulting services rendered to an individual. The Company recorded $1,800 in consulting fees in conjunction with this transaction.

On August 18, 2005, the Company issued 100,000 common shares to an accredited investor under a Securities Subscription Agreement for $0.10 per common share or $10,000. In conjunction with the Securities Subscription Agreement, the Company issued a Subscription promissory note to the purchaser. Terms of the promissory note calls for payment of the subscriptions at the time the Company is relisted on a national stock exchange.

Contingent Liabilities

Legal contingent liabilities

The Company is subject to litigation, primarily as a result of customer claims, in the ordinary conduct of its operations. As of June 30, 2005, the Company had no knowledge of any legal proceedings, which, by themselves, or in the aggregate, would not be covered by insurance or could be expected to have a material adverse effect on the Company.

Results of Operations, Liquidity and Management’s Plans

The Company has no revenues since fiscal 2002. The Company’s target market is the construction and sales of low cost housing. The Company’s intent is to raise working capital through common stock offerings in an effort to continue its "Custom Homecraft Building Systems". The system operates under the idea of completing most, if not all, of the house in a "factory assembly building", then transporting the house in sections for final assembly and near immediate occupancy. Present plans involve construction within about thirty days, and set-up on the home site within three to seven days where foundation and utilities have been pre-prepared. The Company is in the development stage and currently has no sales. There can be no assurance that any of management’s plans will be successfully implemented or that the Company will continue as a going concern.

10.

Quarterly Financial Data (Unaudited)

Unaudited quarterly financial data is summarized below:


June 30, 2005		Q1	Q2	Q3	Q4
Revenue		$ -	$ -	$ -	$ -
Operating income (loss)		-	-	(49,352)	(79,874)
Net income (loss)		-	-	(49,352)	(79,874)
Basic and diluted loss per common share:
	Income (loss) per common share:	$ -	$ -	$ (0.047)	$ (0.006)

June 30, 2004		Q1	Q2	Q3	Q4
Revenue		$ -	$ -	$ -	$ -
Operating income (loss)		-	-	-	-
Net income (loss)		-	-	-	-
Basic and diluted loss per common share:
	Income (loss) per common share:	$ -	$ -	$ -	$ -

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

F-6

EX-31 3 exhibit3110k.htm CEO AND CFO CERTIFICATION Exhibit 31

Exhibit 31

CERTIFICATION OF JOHN M. KING, CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER, PURSUANT TO

RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, John M. King, certify that:

I have reviewed this quarterly report on Form 10-K of Springfield Company, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 31, 2007

By: /s/

John M. King

President, Chief Executive Officer

and Chief Financial Officer

EX-32 4 exhibit32june.htm CEO AND CFO CERTIFICATION Exhibit 31

Exhibit 32

CERTIFICATION OF JOHN M. KING, CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER,

PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned officer of Springfield Company, Inc. (“Springfield”) hereby certify that (a) Springfield’s Quarterly Report on Form 10-K for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Springfield.

/s/

John M. King

President, Chief Executive Officer

and Chief Financial Officer

July 31, 2007