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

                         Amendment 8
                        FORM 10 - SB


    GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
     Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                WINFIELD FINANCIAL GROUP, INC.
              ----------------------------------
      (Name of Small Business Issuers in its charter)

           NEVADA                       88-0478644
        --------------                --------------
(State of other jurisdiction         (I.R.S. Employer
             of                   Identification Number)
incorporation or organization)

   2770 S. Maryland Parkway,
   Suite 402, Las Vegas, NV               89109
  --------------------------             -------
    (Address of principal               (zip code)
     executive offices)

Issuer's telephone number: 702-731-0030

Securities to be registered under section 12(b) of the Act: None

Securities to be registered under section 12(g) of the Act:

20,000,000 shares of Common Stock, par value $0.001

5,000,000 shares of Preferred Stock, par value $0.001







                           PAGE-1-








                      TABLE OF CONTENTS


PART I - ITEM 1. DESCRIPTION OF BUSINESS                           3
PART I - ITEM 2. PLAN OF OPERATIONS                               12
PART I - ITEM 3. DESCRIPTION OF PROPERTY                          16
PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT                                             16
PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS                                               17
PART I - ITEM 6. EXECUTIVE COMPENSATION                           20
PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS                                                      20
PART I - ITEM 8.  DESCRIPTION OF SECURITIES                       21
PART II - ITEM 1. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS                                               22
PART II - ITEM 2. LEGAL PROCEEDINGS                               23
PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                23
PART II - ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES        23
PART F/S. FINANCIAL STATEMENTS                                    27
PART III - ITEM 1.  EXHIBITS                                      35
























                           PAGE-2-




          PART I - ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Winfield Financial Group, Inc. was founded under the
laws of the state of Nevada on May 2, 2000.

Winfield  operates  as  a  business  broker,  primarily
representing sellers and offering its clients' businesses
for sale.  It will be limiting its business to asset sale
transactions and not transactions in which businesses are
sold through the sale of stock as disclosed on our website.
In  other  words,  a client  company  may  list  all  or
substantially all of its assets for sale.  It may not sell
its business through the sale of stock.  As such, the buyers
will not acquire any of the outstanding securities of a
business in conjunction with the asset purchase.  Upon a
sale of all or substantially all the asses of a business,
the shareholders of that business will continue to own all
the shares of a shell corporation.  Further, it would be
likely that the seller corporation would be required under
state law to obtain shareholder approval for such sale.

A buyer who is purchasing all or substantially all of the
assets of a business in these asset purchase transactions
may give to the seller a promissory note secured by the
assets being acquired as partial consideration for the
purchase of the assets.  The notes will not be convertible.

Winfield intends to advertise its clients' companies assets
for sale through a variety of media, including the internet,
newspapers and trade journals.

We  have conducted our operations since May 2, 2000.  We are
a  development stage company.  For the period from inception
to  June 30, 2003, we generated no revenues and had a loss
of $123,635.  We had $6,011 of cash available as of June
30, 2003.  Nevertheless,  our  management   has significant
experience in the business brokerage business in which we
are engaged.

Since our inception we have devoted our activities to
the following:

Obtaining required licenses

  We obtained our Nevada corporate broker real estate license
  through William McKay, our Vice President and Corporate
  Broker, license number 56261, in June 2003. We have
  researched the required licenses in California, where we
  anticipate commencing operations in the future, and also in
  with Utah and Arizona where we later anticipate commencing
  operations. All of these states have no separate business
  brokers' licenses; instead they require business brokers to
  be licensed real estate brokers in their state.

  We have scheduled an associate to obtain California Real
  Estate license, required for business brokers in California,
  in on or before December 2003.  We anticipate applications
  for Utah and Arizona will be filed in 2004.




                           PAGE-3-




  Because we have just been granted our Nevada Real Estate
  license, we are now soliciting business to list but as of
  July 25, 2003, we have no clients.  We will not retain
  securities broker-dealers in pursuit of our business plan.

Locating facilities

     Since  our  inception we have shared office space  with
     Financial  Marketing, Inc. During  this  time  we  have
     actively reviewed building sites and existing buildings
     from  10,000 square feet to 30,000 square feet but have
     not identified any location for acquisition.

Developing information systems/Marketing program

     Our  computer programmers have developed the design  of
     the  WFG information management system for the  past  2
     years.  We  will use this system to identify  potential
     clients,  typically sellers, and manage  our  business.
     This  system also keeps track of buyers who respond  to
     our  advertising of business listings that we have  for
     sale. Our information management system continues to be
     reviewed and improved since our 2000 inception.  We use
     the  information management system primarily  to  build
     and manage our database of potential clients.

     We ultimately intend to utilize some subscription sources
     such  as  Wall  Street Journal, www.bizbuysell.com,  Duns
     Marketing (Duns & Bradstreet), Nation-List  International
     (www.nationlist.com),   www.businessesforsale.com,
     International Business Brokers International (www.ibba.org),
     Property-Line  (www.propertyline.com),  and   Commercial
     Marketing Group (www.cmglv.com).

     We have not yet subscribed to these services, but intend
     to do so when we generate operating revenues.

     We have commenced to attempt  to  secure businesses  as
     clients by contacting them by e-mail, fax, telephone or
     regular mail. We are using telephone solicitation  from
     telephone directories  to find business listings  until
     we generate operating revenues. In  addition,  we  will
     be contacting other brokers who may have clients we can
     represent.


Recruiting personnel

     We  began seeking qualified business brokers throughout
     the Southwest in 2001 to become associated with us.  We
     have  been  contacting  brokers  through  International
     Business  Brokers Association who are  in  the  general
     geographical  areas such as San Diego,  San  Francisco,
     Phoenix,  Salt Lake City. These candidates have  either
     business  brokerage  experience  or  a  background   in
     business,    financial   interpretation   and    sales.
     Negotiations are on-going with several candidates.



                           PAGE-4-




Developing purchase, sale and related documents

     The forms and documents for business purchase, sale and
     related  documents have been developed from established
     business  brokerage forms.  We have  approved forms and
     documents for California and Nevada business sales.

Developing our website

     We have a website providing basic information about our
     business   on   one  page  currently   operational   at
     www.winfieldfinancialgroup.com.    Nothing   on    that
     website   is   part  of  this  registration  statement.
     Additional content and features will be added, including:

        * Listings of businesses for sale including a simple
        summary  of  the  inventories,  equipment,   general
        financial  information  and  sales  price  for  each
        business listing from the current on going telephone
        solicitation.

        * Information concerning basic procedures of selling,
        tips  on  organizing  a  business  to  sell, general
        methods of estimating  approximate sales price and a
        business survey to begin the process.  This will  be
        completed in September 2003.

        * Information  concerning our management and brokers.
        This will be completed in September 2003.

Winfield  Financial Group offers our clients and customers
the following services.

* We  intend  to operate  as a  business  broker,  primarily
  representing sellers  and offering our clients' businesses
  as an  asset  sale. We will advise our clients concerning
  negotiating terms of these sales but the responsibility for
  negotiating these terms will remain with the clients. Although
  we do provide business valuation services as described below,
  we will not provide these services in connection with our
  representation of sellers in the sale of their businesses.
  Further, we will not assist buyers in obtaining financing.
  We will focus on business transactions with a sales volume
  range from $5  to  $75  million  in  revenues.

* We  will  also provide, on an infrequent basis,  buyer
  services  to  include,  but not limited  to,  buyer-broker
  agreements  and individual  business searches,  consulting,
  and negotiations in asset sale transactions.

Our  revenues are primarily generated  from receipt of  fees
based  on  the  price  of a completed  business  asset  sale
transactions.




                           PAGE-5-

Our fee structure will be as follows:

     *    Five percent of the first two million dollars of a
          transaction's total sales price; plus

     *    Four percent of the second two million dollars of a
          transaction's total sales price; plus

     *    Three percent of the third two million dollars of a
          transaction's total sales price; plus

     *    Two percent of the fourth two million dollars of a
          transaction's total sales price; plus

     *    One percent of a transaction's total sales price
          thereafter.

When  we  represent buyers, although infrequently,  we  will
generate  revenues from receipt of fees on the same schedule
as above.

In  addition,  we intend to offer business valuations  as  a
special consulting service for buyers and sellers.

The  fee  for each business appraisal will be based  on  the
scope of the engagement, as follows

* Letter of Valuation                                            $800
* Letter of Valuation and Backup Financials                    $2,600
* Letter of Valuation, Backup Financials and Demographics      $6,000

Further, we intend to offer business consulting services  in
the  area of assisting clients to obtain approval from major
automobile  and truck manufacturers for the  transfer  of  a
dealership.

Business valuation and business consulting services do not
require state licensing.  Thus, we commenced providing
these services while we were waiting for our business broker
license.

We have signed our first consulting agreement on July 15, 2003
for $67,000 to provide strategic analysis  and planning for a
client's company goals over the next six months. Specifically,
we are assisting the client to locate a firm that structures
and provides loans to fund a planned ESOP.  We are paid at the
time the ESOP funds.

Development Activities

We expended approximately $40,000 during year ended
December 31, 2000 and nothing in year ended December 31,
2001 on development activities.

Competition

We face competition from numerous business brokerage
companies, some of which are more established, benefit from
greater market recognition, have greater financial and
marketing resources, and a broader geographical base than
us.  Our market is intensely competitive, highly fragmented
and subject to rapid technological change. We expect
competition to persist and intensify in the future. This
competition may diminish our market share or our ability to
gain entry into certain markets.




                           PAGE-6-




Our  current  and potential competitors are primarily  local
offices of larger, more established organizations, such as:

  *    Nevada First Business Brokers
  *    Webster Business Group
  *    Sunbelt Business Brokers

Although unlike these companies, we are a development  stage
company;  however  we  intend to compete  with  these  local
offices of larger, more established business brokerage firms
through  the  extensive  background and  experience  of  our
management in this industry.

Regulation

Under Nevada law, business brokers are required to obtain a
Nevada real estate broker  license, even  though we  do not
intend to be involved in the offer and sale of real  estate
other than in connection with the sale  of  a business.  We
are operating under Nevada Real Estate license number 56261
with Mr. William McKay as our Vice President and  Corporate
Broker. Nevada regulations require us to have and  maintain
a definite place of  business  within the State of  Nevada,
which must be a room or rooms used for the  transaction  of
real  estate  business,  or  such  business and any  allied
businesses,  and  which  must  serve  as the office for the
transaction of business under the authority of the license,
and where the license must  be  prominently  displayed.  We
are also required to comply with all licensing,  disclosure
and other regulations governing the operation of real estate
brokerage firms in Nevada and other states in which we  may
in the future operate.  California, Utah and  Arizona  have
comparable laws.

Employees

We  currently do not have any full time employees  at  this
time and pay for clerical assistance as required along with
the  rent  of  $400.00  to FMI.  Mr. McKay  is  working  on
commission basis as opposed to a W-2 employee.

Reports to Shareholders

As  a  result of this filing, we will become subject to  the
information  and  reporting requirements of  the  Securities
Exchange  Act of 1934 and will file periodic reports,  proxy
statements  and  other information with the  Securities  and
Exchange Commission.




                           PAGE-7-




Where You Can Find Additional Information

For  further  information about us,  please  refer  to  this
registration  statement  and  the  exhibits  thereto.   This
registration  statement  and  exhibits  may  be   inspected,
without  charge,  and copies may be obtained  at  prescribed
rates,  at  the  SEC's Public Reference Room  at  450  Fifth
Street, N.W., Washington, D.C. 20549.  The public may obtain
information on the operation of the Public Reference Room by
calling   the  SEC  at  1-800-SEC-0330.   This  registration
statement and other information filed with the SEC  is  also
available  at  the  web  site  maintained  by  the  SEC   at
http://www.sec.gov.

RISK FACTORS

Our poor financial condition means that you will be unable
to determine whether we will become profitable.  If we do
not generate operating revenues or raise funding from other
sources, we will have to cease operations in October 2003.

We have conducted our operations since May 2, 2000.  We are
a development stage company.  For the period from inception
to June 30, 2003, we generated no revenues  and had a loss
of $123,635.  We had $6,011  of cash available  as of June
30, 2003.  Current expenses are a  maximum  of  $1,195  per
month, comprised primarily of printing  costs  of $290,  on
going computer  programming  and  testing  of $450, rent of
$400 and website expenses of $55 consisting of hosting fees.
When we obtained  our Nevada  real estate license  in  June
2003, we began utilizing telephone solicitation at  minimal
cost in order  to  secure  business  listings.  With  these
overhead   expenses  we  can   continue   operations    for
approximately 3  months of  operations  without  additional
funds through October 2003.   Thereafter, we will  need  to
generate operating revenues or secure other funding  on  or
before October 2003 in  the  amount of  $32,900  to  remain
operational until April 1, 2004.  There  are no preliminary
or definitive agreements or understandings with  any  party
for such financing, although we have secured a contract for
$67,000 with payment not being made until the ESOP which is
the subject of that  contract  actually  funds.  We  cannot
predict when,  if ever, that  will happen.  After we  begin
generating  operating  revenues, we intend to  increase our
marketing  expenses  for  potential clients  and  referring
brokers of $4,700 per month.

Further, in order to become profitable, we may still need to
secure  additional debt or equity funding.   If  it  becomes
necessary, we hope to be able to raise additional funds from
an  offering  of  our  stock in the future.   However,  this
offering  may not occur, or if it occurs, may not raise  the
required  funding.  There are no preliminary  or  definitive
agreements  or  understandings  with  any  party  for   such
financing.





                           PAGE-8-




Our  ability to continue as a going concern is dependent  on
our  ability  to  raise  funds  and  generate  revenues   to
implement  our planned development; however we  may  not  be
able  to raise sufficient funds or generate revenues  to  do
so.  Our  independent auditors have indicated that  here  is
substantial doubt about our ability to continue as  a  going
concern  over  the  next twelve months. Our  poor  financial
condition could inhibit our ability to achieve our  business
plan,  because  we are currently operating at a  substantial
loss  with  no operating history and revenues,  an  investor
cannot determine if we will ever become profitable.

Because our planned growth is contingent upon receiving
additional funding, you will be unable to evaluate whether
our business will be successful.

Our  business  development is contingent  upon  raising
debt  or  equity funding. We have no sources of funding
identified.  You must consider the risks, difficulties,
delays   and   expenses   frequently   encountered   by
development stage companies in our business, which have
little  or  no operating history, including whether  we
will be able to overcome the following challenges:

  *    Inability to raise necessary revenue to operate for the
       next 12 months or thereafter
  *    Advertising and marketing costs that may exceed our
       current estimates
  *    Unanticipated development expenses
  *    Our ability to generate sufficient revenues to offset
       the substantial costs of operating our business

Because significant up-front expenses, including
advertising, sales, and other expenses are required to
develop our business, we anticipate that we may incur losses
until revenues are sufficient to cover our operating costs.
Future losses are likely before our operations become
profitable. As a result of our lack of operating history,
you will have no basis upon which to accurately forecast
our:

  *    Total assets, liabilities, and equity
  *    Total revenues
  *    Gross and operating margins
  *    Labor costs

Accordingly, the proposed business plans described in
this registration statement may not either materialize
or prove successful and we may never be profitable.
Also, you have no basis upon which to judge our ability
to develop our business and you will be unable to
forecast our future growth.




                           PAGE-9-




Our officers and directors can exert control over matters
requiring stockholder approval.

Our  officers  and directors beneficially own  approximately
73.37%  of  our outstanding common stock. These  individuals
will   be   able  to  significantly  influence  all  matters
requiring  approval  by  our  stockholders,  including   the
election  of  directors  and  the  approval  of  significant
corporate transactions. This concentration of ownership  may
also have the effect of delaying, deterring or preventing  a
change  in  control  and  may make  some  transactions  more
difficult  or  impossible  without  the  support  of   these
stockholders.

Robert W. Burley, as President and Treasurer,  Mark Johnson,
as Vice President, and  William J. McKay  as Vice  President
and Corporate Broker  make  our   management  decisions  and
William J. McKay holds the license necessary for our business
broker operations in Nevada;  if we lose their services, our
revenues may be reduced.

Robert W. Burley, as President  and Treasurer, Mark Johnson,
as Vice President  and William McKay as Vice  President  and
Corporate Broker are managing our business.  The success  of
our business is dependent upon the  expertise  of  Robert W.
Burley, Mark Johnson and  William McKay.  Because  Robert W.
Burley, Mark Johnson and William McKay are essential to  our
operations, we must rely on their  management  decisions. We
have not entered into any agreement  with Robert  W. Burley,
Mark Johnson or William  McKay that  would prevent them from
ceasing  to provide  services  to our company, nor  have  we
obtained any  key man life insurance relating to them. If we
lose their services, we may not be able to  find  management
with comparable experience. As a result, the loss of  Robert
W. Burley's,  Mark Johnson's  or  William  McKay's  services
could reduce our  revenues.  Further,  as  the  Nevada  real
estate broker's license is in Mr. McKay's name, if  we  lost
his services, we would have to cease our business  brokerage
activities in  Nevada  until  we  secured  the  services  of
another  person  with  the  requisite   Nevada  real  estate
broker's license, which would reduce our revenues.

The person responsible for supervising our business, Mr.
William McKay, will devote less than full time to our business,
which may result in conflicts of interest.

The person holding our Nevada real estate broker's license
necessary for our operation is Mr. William McKay.  In this
capacity, he currently devotes approximately 60% of his time
to our business and anticipates that during the next 12 months
he will continue to devote approximately 60% of his time to our
business.  Nevada law does not require him to be full time.
Mr. McKay may have conflicts in allocating his time between our
business and his other activities, although he has orally agreed
to devote all time necessary to our business under Nevada law.

We are authorized to issue preferred stock which, if issued,
may adversely affect or reduce the market price of our
common stock.

Our   directors   are   authorized  by   our   articles   of
incorporation to issue shares of preferred stock without the
consent  of  our  shareholders. Our  preferred  stock,  when
issued,  may  rank senior to common stock  with  respect  to
payment  of  dividends and amounts received by  shareholders
upon  liquidation, dissolution or winding up. Our  directors
will  set  such preferences. The issuance of such  preferred
shares  and  the preferences given the preferred shares,  do
not need the approval of our shareholders. The existence  of
rights,  which  are senior to common stock, may  reduce  the
price  of  our  common shares. We do not have any  plans  to
issue any shares of preferred stock at this time.

Because our common stock may be considered a penny stock,our
common stock is considered a high-risk investment and is
subject to restrictions on marketability; you may be unable
to sell your shares.

If  our  common  stock  becomes tradable  in  the  secondary
market,  we may be subject to the penny stock rules  adopted
by  the  Securities  and  Exchange Commission  that  require
brokers  to  provide extensive disclosure to  its  customers
prior  to executing trades in penny stocks. These disclosure
requirements  may cause a reduction in the trading  activity
of  our common stock, which in all likelihood would make  it
difficult for our shareholders to sell their securities. For
additional  details  concerning the disclosure  requirements
under  the penny stock rules, see the section entitled Penny
Stock Considerations below.




                          PAGE-10-




Certain Nevada corporation law provisions could prevent a
potential takeover of us which could adversely affect the
market price of our common stock or deprive you of a premium
over the market price.

We   are  incorporated  in  the  State  of  Nevada.  Certain
provisions of Nevada corporation law could adversely  affect
the  market  price  of  our  common  stock.  Because  Nevada
corporation  law  requires board approval of  a  transaction
involving  a  change  in  our  control,  it  would  be  more
difficult  for  someone  to acquire control  of  us.  Nevada
corporate law also discourages proxy contests making it more
difficult  for you and other shareholders to elect directors
other  than  the  candidate or candidates nominated  by  our
board  of directors. Our articles of incorporation  and  by-
laws contain no similar provisions.

Shares eligible for future sales under Rule 144 if sold
could reduce the market price of our shares.

  There  are  1,294,150 shares of our common stock  held  by
  non-affiliates  and 3,600,000 shares of our  common  stock
  held by affiliates that Rule 144 of the Securities Act  of
  1933  defines  as restricted securities.  No  shares  have
  been  sold pursuant to Rule 144 of the Securities  Act  of
  1933.   Of  the shares owned by non-affiliates,  all  were
  sold  in  an offering registered with the State of  Nevada
  and  thus  may  be  transferred free of any  restrictions.
  The  remaining shares have been held for at least one year
  may be resold under Rule 144

In  general, under Rule 144 as currently in effect,  any  of
our  affiliates  and any person or persons whose  sales  are
aggregated  who has beneficially owned his or her restricted
shares for at least one year, may be entitled to sell in the
open market within any three-month period a number of shares
of  common  stock  that  does not  exceed  1%  of  the  then
outstanding  shares of our common stock. Trading  volume  in
the  common  stock during the four calendar weeks  preceding
such  sale.  Sales  under  Rule 144  are  also  affected  by
limitations  on  manner  of sale, notice  requirements,  and
availability  of current public information about  us.  Non-
affiliates  who  have held their restricted shares  for  two
years  may be entitled to sell their shares under  Rule  144
without  regard  to  any of the above limitations,  provided
they have not been affiliates for the three months preceding
such sale.

As  a  result  of  the provisions of Rule 144,  all  of  the
restricted  securities  could be available  for  sale  in  a
public market, if developed, 90 days after this registration
statement   becomes  effective,  November  25,   2002.   The
availability for sale of substantial amounts of common stock
under Rule 144 could reduce prevailing market prices for our
securities.



                          PAGE-11-




SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some  of  the statements in this registration statement  are
"forward-looking    statements."    These    forward-looking
statements   involve  certain  known  and   unknown   risks,
uncertainties and other factors which may cause  our  actual
results,   performance  or  achievements  to  be  materially
different   from   any   future  results,   performance   or
achievements  expressed or implied by these  forward-looking
statements.   These  factors  include,  among  others,   the
factors  set  forth above under "Risk Factors."   The  words
"believe,"  "expect,"  "anticipate," "intend,"  "plan,"  and
similar expressions identify forward-looking statements.  We
caution  you  not to place undue reliance on these  forward-
looking  statements.  We undertake no obligation  to  update
and  revise  any forward-looking statements or  to  publicly
announce  the result of any revisions to any of the forward-
looking statements in this document to reflect any future or
developments.   However, the Private  Securities  Litigation
Reform Act of 1995 is not available to us as a non-reporting
issuer.

             PART I - ITEM 2. PLAN OF OPERATIONS

Winfield Financial Group, Inc. was founded under the
laws of the state of Nevada on May 2, 2000.

Since our inception we have devoted our activities to
the following:

  *    Raising capital;
  *    Establishing our business brokerage business; and
  *    Developing markets for the services we offer.

We intend to act primarily as a business broker, exclusively
representing sellers and advising buyers desiring to acquire
businesses.  We will target sellers looking  to  sell  their
private companies with a sales volume range from $5  to  $75
million in revenues.

We have conducted our operations since  May  2,  2000.  We  are  a
development stage  company.  For  the  period  from  inception  to
June 30, 2003,  we   generated  no  revenues  and had  a  loss  of
$123,635.  We had $6,011  of  cash  available as of June 30, 2003.
Current expenses are a maximum  of  $1,195  per  month,  comprised
primarily   of  printing  costs  of  $290,   on   going   computer
programming and testing of $450, rent of $400 and website expenses
of $55 consisting of  hosting  fees.  When we obtained  our Nevada
real estate license in  June 2003,  we began  utilizing  telephone
solicitation at minimal cost in order to secure business listings.
With  these  overhead  expenses we  can  continue  operations  for
approximately  3  months  of operations  without  additional funds
through  October  2003.   Thereafter,  we  will  need  to generate
operating revenues or secure other funding  on  or before  October
2003 in the amount of $32,900 to remain operational until April 1,
2004.  There  are  no  preliminary or  definitive  agreements   or
understandings  with  any  party for such financing,  although  we
have secured a contract for $67,000 with payment  not  being  made
until  the  ESOP  which  is  the subject of that contract actually
funds. We cannot predict when, if ever,  that  will  happen. After
we begin  generating  operating  revenues,  we intend to  increase
our marketing expenses for potential clients and referring brokers
of  $4,700 per month.





                          PAGE-12-




We have just received our real estate license in Nevada and now
can  generate  revenues  from   our  planned  business  broker
activities.  We can also currently  generate  revenues through
business valuation and  business consulting  services.  As  of
July 17, 2003,  we  have  not generated any operating revenues.
We have signed our first consulting agreement on July 15, 2003
for $67,000 to provide strategic analysis and planning for a
client's company goals over the next six months scheduled to be
paid on or before January 2004.

We  raised  $77,206  in net proceeds  from  a  Nevada  state
registered  offering in  July  2002.  After  payment made to
GoPublicToday.com  in  the  amount of  $48,410, we are using
the remaining  $20,036  in  funds  to implement our business
plan as follows:

------------------------------------------------------------------------------
Milestone or Step     Expected Manner of    Date When Step Should     Cost of
                   Occurrence or Method of     be Accomplished      Completion
                         Achievement
------------------------------------------------------------------------------
         Licenses
         --------            File completed
 Apply and obtain           Application and                             $125
      Nevada Real          Gain Nevada Real            Completed
  Estate License.           Estate Division         June 5, 2003
                                   Approval
------------------------------------------------------------------------------
       Facilities
       ----------      Review Buildings and
       Locate and                    sites.       September 2003      $1,500
        Establish
           Office
      Facilities.
------------------------------------------------------------------------------
      Information
Management System
-----------------
      [We use the
      information
management system
     primarily to
 build and manage
  our database of
potential clients
     (Sellers and        Utilizing Standard             May 2003      $1,500
          Buyers]               Information            Completed

     A) Establish    Programs and Hardware.
      Information
       management  Install Programs and Run             May 2003
          System.                    Tests.            Completed         -0-

      B)Implement
      Information                                       May 2003
       Management         Run Audit Reports            Completed
          System.   And Compare to Physical                              -0-
                                   records.
       C)Evaluate                                       May 2003
      Information                                      Completed
       Management       Using Audit Results
          System.                    Adjust                              -0-

                     Information Management
         D)Adjust                   System.
      Information
       Management
          System.
------------------------------------------------------------------------------




                          PAGE-13-




------------------------------------------------------------------------------
        Personnel     Utilizing Nation-List
        ---------            International,
     A)Recruiting    International Business       September 2003      $1,100
  Associates. [1]                   Brokers
                               Association.
       B)Training
      Associates.    First Group of Trained
                                Associates.         October 2003         -0-
     C)Evaluating
      Associates.        Review First Group
                        Associates Results.         January 2004         -0-
------------------------------------------------------------------------------
        Documents
        ---------
  A)Design forms,
       Contracts,          Utilize Standard        December 2002         -0-
   Literature and         Forms Approved by            Completed
      Media Kits.                    Legal.

   B)Print forms,           Obtain Bids and             May 2003     $290 per
       Contracts,    Contract for Printing.            Completed        month
   Literature and
      Media Kits.
------------------------------------------------------------------------------
         Policies
         --------        Utilizing Standard
      A)Establish   Policies and Procedures        December 2002         -0-
        Operation        Approved by Legal.            completed
         Policies
  And Procedures.      Issue and Distribute
                       Associates' Handbook          August 2003        $600
      B)Implement
        Operation
     Policies and
      Procedures.
------------------------------------------------------------------------------
Marketing WFG [2]
-------------
 A)Finalize Plan.   Determine percentage of
                             various Media.        February 2003         -0-
   B)Execute Plan       Place Ads and Other            Completed
     Branding WFG                     Media                           $5,000
                                                     August 2003
------------------------------------------------------------------------------
          Clients
          -------
       (Sellers &            Utilizing Wall
          Buyers)           Street Journal,
                            BizBuySell.com,       Begun June 2003     $1,000
      A)Implement    International Business
   Client Search.                   Brokers
                   Association our internal
                                  database.




                                     PAGE-14-




                     Utilizing I-Market and          August 2003     $4,300
     B) Implement           Other Lists for
      Direct Mail             which contain
      Campaign to         information about
   businesses set        potential business
forth in acquired       buyers and sellers.
         lists of
        potential      Working with Sellers
         clients.             and Buyers To
                            Structure Deals.


                                                    Nevada Real Estate
                                                    License obtained    -0-
      C)Servicing                                   June 5, 2003,
         Clients.                                   begun soliciting
                                                    businesses to sell
------------------------------------------------------------------------------
         Internet
         --------
 Complete WFG Web        Design and Install        December 2002
            Site.             WFG Web Site.            Completed
------------------------------------------------------------------------------
   Add additional   Begin the Marketing and       September 2003       $850
services Pages to          Selling Business
          Website
------------------------------------------------------------------------------

[1]  We will recruit sales associates who have real estate
licenses to list and sell our businesses.  It is anticipated
that a maximum of five sales associates will be recruited in
2003 who may possibly be members of Nation-List
International,  International Business Brokers Association
or other like-kind professional business broker
organizations.

[2] Nationlist International, International Business Brokers
Association, and Dun and Bradstreet Marketplace list
potential businesses that may be our clients.  We will
obtain information from these sources by purchasing the
information from these sources and place it in our database
once we become licensed.  We will not have any formal
contracts, agreements or commitments with these
organizations, other than merely purchasing their lists for
use by us.  We will not have any exclusive arrangements with
these organizations.   We will not list businesses for sale
on websites maintained by these organizations.  We will
attempt to secure these businesses as clients by contacting
them by e-mail, fax, telephone or regular mail.  In
addition, we will contact other brokers who may have clients
we can represent. These businesses are free to list their
assets on other websites or with other entities after we
acquire the lists.

In  order to become profitable, we will still need to secure
additional  debt or equity funding.  We hope to be  able  to
raise additional funds from an offering of our stock in  the
future.   However, this offering may not  occur,  or  if  it
occurs,  may  not rise the required funding.  There  are  no
preliminary or definitive agreements or understandings  with
any party for such financing.




                          PAGE-15-




Our  ability to continue as a going concern is dependent  on
our   ability  to  raise  funds  to  implement  our  planned
development; however we may not be able to raise  sufficient
funds to do so. Our independent auditors have indicated that
here is substantial doubt about our ability to continue as a
going  concern  over  the  next  twelve  months.  Our   poor
financial condition could inhibit our ability to achieve our
business  plan,  because  we are currently  operating  at  a
substantial loss with no operating history and revenues,  an
investor cannot determine if we will ever become profitable.

If any of the steps above are not completed as presented in
the preceding milestone table, it could delay the overall
schedule and eliminate or reduce 2003 revenues.

          PART I - ITEM 3. DESCRIPTION OF PROPERTY

We  occupy 400 square feet of office space located at  2770
S.  Maryland  Parkway, Suite 402, Las Vegas, Nevada  89109.
Our  telephone number is (702) 731-0030.  We began  leasing
space  from  Financial Marketing, Inc. in July  2002  on  a
month  to  month  lease basis at the rate  of  $400.00  per
month.


We  believe  that our facilities are adequate  to  meet  our
current  needs.  However, as we continue  to  implement  our
business  plan,  we  may need to relocate  our  headquarters
office  space.  We anticipate such facilities are  available
to  meet our development and expansion needs in existing and
projected target markets for the foreseeable future.

We   do   not  intent  to  renovate,  improve,  or   develop
properties.   We  are not subject to competitive  conditions
for  property and currently have no property to insure.   We
have no policy with respect to investments in real estate or
interests  in  real  estate and no policy  with  respect  to
investments in real estate mortgages.  Further, we  have  no
policy  with  respect  to investments in  securities  of  or
interests  in  persons  primarily  engaged  in  real  estate
activities.

  PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                   OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date
of  this registration statement, of our common stock by each
person  known by us to be the beneficial owner of more  than
5%  of our outstanding common stock, our directors, and  our
executive officers and directors as a group.  To the best of
our  knowledge,  the  persons named  have  sole  voting  and
investment  power  with respect to such  shares,  except  as
otherwise  noted.  There are not any pending or  anticipated
arrangements  that  may cause a change  in  control  of  our
company.




                          PAGE-16-




Name and Address               Number of       Percentage of
                                Shares         Shares Issued
-------------------------------------------------------------
Robert Burley [1]
2202 Marlboro Drive,           3,540,000          72.34%
Henderson, NV 89014

Linda Burley [1]
2202 Marlboro Drive,           3,540,000          72.34%
Henderson, NV 89014          --------------------------------

Mark Johnson
864 Spruce Ridge Drive,           50,000           1.03%
Stewart, FL 34994            --------------------------------

William J. McKay [2]
3678 Edinburgh Drive
Spring Valley, NV 89103             -0-             -0-
                             --------------------------------


All officers and               3,590,000          73.37%
directors as a group         --------------------------------
[3 persons]

GoPublicToday.com, Inc.
Stephen Brock, President [3]     400,000           8.17%
500 N. Rainbow Blvd.         --------------------------------
Suite 300
Las Vegas, NV 89107

[1]  Includes 2,325,000 shares held by Mr. Burley; 1,015,000
shares held by Linda Burley and 200,000 shares held by
Financial Marketing Inc.   Robert W. Burley, President,
Treasurer, CEO and Linda B Burley, Secretary are husband and
wife. Robert W. Burley owns 9.1% of the stock of FMI. Linda
B. Burley also owns 8.1% of the stock of FMI.  Excludes two
5,000 share blocks of stock owned each by Jason E. Burley
and Brandon R. Burley both of which are adult children of
Robert W. and Linda B. Burley.  Jason E. Burley and Brandon
R. Burley do not reside with Mr. and Mrs. Burley.

[2] Mr. William J. McKay does not own any shares of Winfield
Financial Group, Inc. or Financial Marketing, Inc.

[3]  Mr. Stephen Brock is the natural person that controls
GoPublicToday.com, Inc.

This table is based upon information derived from our stock
records. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where
applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned.
Applicable percentages are based upon 4,894,150 shares of
common stock outstanding as of December 31, 2002.

 PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
                     AND CONTROL PERSONS

The board of directors elects our executive officers
annually.  A majority vote of the directors who are in
office is required to fill vacancies.  Each director shall
be elected for the term of one year, and until his successor
is elected and qualified, or until his earlier resignation
or removal. Our directors, executive officers and key
employees are as follows:

NAME                  AGE                  POSITION
---------------------------------------------------------------
Robert W. Burley      57                 President,
                                         Treasurer,
                                         Director, CEO

Linda B. Burley       54                 Secretary

William J. McKay      66                 Vice President and
                                         Corporate Broker

Mark D. Johnson       39		 Vice President and
                                         Director

Dr. Thomas Guthrie    55                 Director

Daniel C. Geiger      58                 Director




                          PAGE-17-




Mr.  Burley has been President, Treasurer, Director, and CEO
since  our  inception.  Mr. Burley has  been  President  and
Corporate Broker for Financial Marketing, Inc. since January
1981 and oversees the management team of FMI. The firm has a
primary  role of as a Business Broker handling the marketing
and  sale  of  small  local businesses.  The  firm  is  also
involved  in  business  consulting and  business  valuation.
Robert E. Hart will take over the daily operations of FMI as
Vice   President  and  Corporate  Broker  in  December  2003
relieving  Mr. Burley of the daily company management.   Mr.
Burley  now applies 75% of time to Winfield and 25% to  FMI.
It  is estimated that once Mr. Hart becomes broker for  FMI,
Mr.  Burley will apply 95% to Winfield and 5% to FMI.     He
holds  a  license as Corporate Real Estate Broker issued  by
Nevada Real Estate Division.  In 1972 he received a Bachelor
of Science degree from Ohio University, Athens Ohio.

Linda  Burley  has been our secretary since inception.   She
devotes a minimum time to our business.  She joined The  MGM
Grand  Hotel  in March 2000 as National Sales Manager.   She
was  promoted  to Senior National Sales Manager  in  January
2002 and currently holds that position. Her responsibilities
include securing convention business for The MGM Grand Hotel
and   specializes  in  corporate  accounts  located  in  The
Northeast  United States with emphasis in the pharmaceutical
and  insurance industries.  Prior to joining The MGM  Grand,
Ms.  Burley was National Sales Manager for The Mandalay  Bay
Resort  from  September 1998 to March 2000.  Prior  to  this
position, she held the position for Alexis Park Resort  from
August 1988 to September 1998, working as Vice President  of
Sales  & Marketing for that company during her last 5 years.
She  currently  holds the designation of "Certified  Meeting
Professional," a designation offered through the  Convention
Industry  Council,  and has held that designation  for  five
years.   She  is  currently enrolled at  the  University  of
Nevada,  Las  Vegas and working towards a Bachelor  of  Arts
degree in Communications.

William J. McKay is our Vice President and Corporate  Broker
as of June 2003.  Mr. McKay owned and operated an advertising
agency called Capital Media from 1971 to 1974.  After leaving
Capital Media, Mr. McKay served on the Board of Directors for
Checkmate Electronics as Vice President  and  National  Sales
Manager from 1973 to 1976.  While  serving on  the Board   of
Directors for Checkmate Electronics it become a public company.
Mr. McKay performed real  estate sales for Durable Developers
from 1976 to 1980 under a Nevada real estate salesman license.
He owned and operated Advance Realty  from 1980 to 1990 as  a
sole proprietor broker license. He owned and operated  Nevada
Business Brokers as the Corporate Broker from 1990 until 2002
under a corporate broker license. Mr. McKay reopened and still
owns Advance Realty from 2001 to  date  under  the  individual
sole proprietor broker license. Advance Realty is in  the real
estate development and sales business  and  does  not  compete
with our business.  In  this capacity,  he  currently  devotes
approximately 60% of his time to our  business and anticipates
that during  the next 12 months  he  will  continue to  devote
approximately  60%  of  his time to our business.  Nevada  law
does not require him to be  full time.   Mr.  McKay  may  have
conflicts in allocating his time between our  business and his
other activities, although he has orally agreed  to devote all
time necessary to our business under Nevada law.  He currently
devotes approximately 60% of his  time  to  our  business  and
anticipates that during the next 12 months  he  will  continue
to devote approximately 60%  of  his  time  to  our  business.
Nevada law does not require him to  be  full  time.  Mr. McKay
may have conflicts in allocating his time between our business
and his other activities, although  he  has  orally  agreed to
devote all time necessary to our business under Nevada law.

Mark  D.  Johnson  is  Vice President of Winfield  Financial
Group and began by joining Financial Marketing, Inc. with  a
Nevada Real Estate Broker/Salesman's license in May of  2000
and  became a director of Winfield Financial Group, Inc.  in
January of 2002.  From September of 1997 until May of  2000,
Mr.  Johnson was the managing partner of Taylor-Johnson LLC,
the Dealer Development operators of a Ford Dealership in the
State of Washington.  Along with being the managing partner,
Mr.  Johnson  was the day to day operator of the  dealership
and  held  a  license as a new car dealer in  the  State  of
Washington.   From  May of 1986 to September  of  1997,  Mr.
Johnson  was  a  licensed automobile  dealer  and  owner  of
Cascade  4 Wheel Drive, Inc., a truck dealership, in Seattle
Washington.    Mr.   Johnson  attended  Eastern   Washington
University  from September of 1981 unto May  of  1986  as  a
Finance Major and a Computer Science Minor.




                          PAGE-18-




Dr.  Thomas Guthrie is President and CEO of Southern Nevada
Certified   Development  Company,  a   federally   licensed
regionally   certified  economic  development   investment-
banking  firm  that  he formed and has  worked  continually
since  January 1983.  He served as Chairman of  the  Nevada
Delegation on the White House Conference on Small  Business
in  July 1995. He received a Bachelor of Arts in Psychology
and  Education in September of 1976, MBA September of  1983
and  a  Doctor of Letters Degree in September of  1992  all
from Clayton University.

Daniel C. Geiger joined us in August of 2002. Since January,
1991  he  has  been President of Master Plan,  Inc.,  a  Las
Vegas,   NV  consulting  firm  offering  software   to   the
construction  industry,  as  well  as  tax  and   accounting
assistance  to  various small businesses  in  a  variety  of
fields.  Mr.  Geiger graduated from Northeastern  School  of
Commerce, Bay City, and Michigan in September 1965  with  an
accounting major.

Directors serve for a one-year term.

Our  bylaws  currently  provide for  a  board  of  directors
comprised of a minimum of 3 directors.

Board Committees

We  currently have no compensation committee or other  board
committee  performing equivalent functions.  Currently,  all
members of our board of directors participate in discussions
concerning executive officer compensation.

Family Relationships

Robert  W.  Burley, President, Treasurer, CEO and  Linda  B.
Burley, Secretary are husband and wife.

Legal Proceedings

No   officer,  director,  or  persons  nominated  for   such
positions,  promoter  or  significant  employee   has   been
involved in legal proceedings that would be material  to  an
evaluation of our management.




                          PAGE-19-




           PART I - ITEM 6. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth compensation paid to Mr.
Burley, our current president and CEO.  No other executive
officer received compensation in excess of $60,000 during
that period.

Name           Position        Year          Compensation
----------------------------------------------------------
Robert W.      President,      2000,2001 &        $0
Burley         Treasurer and   2002
               CEO

No  other  annual compensation, including a bonus  or  other
form   of   compensation;  and  no  long-term  compensation,
including  restricted  stock awards,  securities  underlying
options,  LTIP payouts, or other form of compensation,  were
paid to this individual during these periods.

We currently have no agreements to pay  compensation to  any
of our executive officers except that we have agreed to  pay
Mr. McKay commissions  of 2% on transactions in  which he is
involved as a broker override of sales from other agents when
recruited.

Board Compensation

Members  of  our  Board of Directors  do  not  receive  cash
compensation for their services as Directors, although  some
Directors are reimbursed for reasonable expenses incurred in
attending Board or committee meetings.

     PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
                      TRANSACTIONS

Winfield  Financial Group does not own any real or  personal
property.   Financial  Marketing, Inc. has  provided  office
services  at  a monthly fee of $400.00 on a month  to  month
basis .

The  officers  and directors are involved in other  business
activities  and  most  likely will stay  involved  in  other
business  activities in the future.  If a specific  business
opportunity  becomes  available, such  persons  may  face  a
conflict of interest.  A policy for handling such a conflict
has  not  yet been formulated.  Under Nevada law, in general
related  party transactions in which there is a conflict  of
interest  require disclosure of the conflict approval  of  a
majority of the disinterested directors.

Financial  Marketing, Inc. as a licensed Nevada real  estate
brokerage  handles  the  sale of small  businesses,  meaning
businesses with less than $5,000,000 in annual revenues.  As
we  intend  to  concentrate  on businesses  with  more  than
$5,000,000 in annual revenues, we do not believe we will  be
in  competition with FMI.  Robert W. Burley owns 9.1% of the
stock of FMI. Linda B. Burley also owns 8.1% of the stock of
FMI.  Mr. Burley has been President and Corporate Broker for
FMI  since January 1981 and oversees the management team  of
FMI.   Mr.  Johnson owns no stock in FMI.   He  has  been  a
broker with FMI since May 2000.




                          PAGE-20-




Other than the above transactions, we have not entered  into
any  material  transactions  with  any  director,  executive
officer, and nominee for director, beneficial owner of  five
percent  or  more of our common stock, or family members  of
such  persons.  Also, we have not had any transactions  with
any promoter. We are not a subsidiary of any company.

         PART I - ITEM 8.  DESCRIPTION OF SECURITIES

The following description as a summary of the material terms
of  the  provisions  of  our articles of  incorporation  and
bylaws,  is  qualified  in its entirety.   The  articles  of
incorporation and bylaws have been filed as exhibits to  the
registration statement of which this registration  statement
is a part.

Common Stock

We  are  authorized  to issue 20,000,000  shares  of  common
stock,  par value $0.001.  As of December 1, 2002,  we  have
4,894,150 shares of Common Stock issued and outstanding held
by 76 shareholders of record.

Each  share of our common stock entitles the holder  to  one
vote,  either  in  person or by proxy, at  meetings  of  the
shareholders.  The holders are not permitted to  vote  their
shares  cumulatively. Accordingly, the holders of a majority
of  the  shares of common stock voting for the  election  of
directors  can elect all of the directors. The vote  of  the
holders  of a majority of the issued and outstanding  shares
of  common  stock is sufficient to make certain  fundamental
corporate   changes  such  as  liquidation,  reorganization,
merger or an amendment to our articles of incorporation  and
to  authorize,  affirm, ratify or consent to these  acts  or
action, subject to the provisions of Nevada law.

Holders of our common stock have no preemptive rights.  Upon
our  liquidation, dissolution or winding up, the holders  of
our  common stock will be entitled to share ratably  in  the
net   assets   legally   available   for   distribution   to
shareholders after the payment of all of our debts and other
liabilities. There are not any provisions in our articles of
incorporation  or  our by-laws that would prevent  or  delay
change in our control.

Preferred Stock

We   are  authorized  to  issue  5,000,000  shares   of
preferred  stock, par value $0.001, of which no  shares
are   issued.   These  shares  may  be  issued  at  the
discretion  of  the board of directors in  such  series
containing  such rights and preferences  as  the  board
shall  determine.  We currently have no intent to issue
any shares of preferred stock.

Dividend Policy

Holders of common stock are entitled to receive ratably such
dividends,  if  any,  as may be declared  by  our  board  of
directors out of funds legally available. We have  not  paid
any  dividends since our inception and presently  anticipate
that  all earnings, if any, will be retained for development
of our business. Any future disposition of dividends will be
at  the discretion of our board of directors and will depend
upon, among other things, our future earnings, operating and
financial   condition,  capital  requirements,   and   other
factors.




                          PAGE-21-




   PART II - ITEM 1. MARKET FOR COMMON EQUITY AND RELATED
                     STOCKHOLDER MATTERS

Market Information

There  is  no  established public  trading  market  for  our
securities and a regular trading market may not develop,  or
if  developed, may not be sustained.  A shareholder  in  all
likelihood, therefore, will not be able to resell his or her
securities  should he or she desire to do so  when  eligible
for  public  resales.  Furthermore, it is  unlikely  that  a
lending  institution will accept our securities  as  pledged
collateral  for  loans  unless  a  regular  trading   market
develops.   We  have no plans, proposals,  arrangements,  or
understandings   with  any  person  with   regard   to   the
development of a trading market in any of our securities.

Resales under Rule 144 and otherwise

There are 1,294,150 shares of our common stock held by  non-
affiliates and 3,600,000 shares of our common stock held  by
affiliates  that  Rule  144 of the Securities  Act  of  1933
defines as restricted securities.  No shares have been  sold
pursuant to Rule 144 of the Securities Act of 1933.  Of  the
shares owned by non-affiliates, all were sold in an offering
registered  with  the  State  of  Nevada  and  thus  may  be
transferred free of any restrictions.  The remaining  shares
have  been  held for at least one year may be  resold  under
Rule 144

In  general, under Rule 144 as currently in effect,  any  of
our  affiliates  and any person or persons whose  sales  are
aggregated  who has beneficially owned his or her restricted
shares for at least one year, may be entitled to sell in the
open market within any three-month period a number of shares
of  common  stock  that  does not  exceed  1%  of  the  then
outstanding  shares of our common stock. Trading  volume  in
the  common  stock during the four calendar weeks  preceding
such  sale.  Sales  under  Rule 144  are  also  affected  by
limitations  on  manner  of sale, notice  requirements,  and
availability  of current public information about  us.  Non-
affiliates  who  have held their restricted shares  for  two
years  may be entitled to sell their shares under  Rule  144
without  regard  to  any of the above limitations,  provided
they have not been affiliates for the three months preceding
such sale.

As  a  result  of  the provisions of Rule 144,  all  of  the
restricted  securities  could be available  for  sale  in  a
public market, if developed, 90 days after this registration
statement   becomes  effective,  November  25,   2002.   The
availability for sale of substantial amounts of common stock
under Rule 144 could reduce prevailing market prices for our
securities.




                          PAGE-22-




Holders

As  of  July  31, 2002, we have 4,894,150 shares  of  Common
Stock  issued  and  outstanding held by 76  shareholders  of
record.

Dividends

We  have not declared any cash dividends on our common stock
since  our  inception  and  do not  anticipate  paying  such
dividends in the foreseeable future.  We plan to retain  any
future  earnings for use in our business.  Any decisions  as
to  future payments of dividends will depend on our earnings
and financial position and such other facts as the board  of
directors deems relevant.  We are not limited in our ability
to pay dividends on our securities.

             PART II - ITEM 2. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal
proceedings in which we are involved.

     PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
     ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 PART II - ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES

On May 5, 2000, we issued 3,600,000 shares of our authorized
common  stock  to six founding shareholders  of  record  for
$4,600  or  $0.0013 per share. (Robert W. Burley,  Linda  B.
Burley,  Mark D. Johnson, Financial Marketing, Inc., Brandon
R. Burley and Jason E. Burley)

The exemption provided under section 4(2) was available
because:

  *  None of  these issuances involved underwriters,
     underwriting discounts or commissions.
  *  Restrictive legends are placed on all certificates
     issued.
  *  The distribution did not involve general solicitation
     or advertising.
  *  The distributions were made only to insiders,
     accredited investors or investors who were sophisticated
     enough to evaluate the risks of the investment.  All
     sophisticated investors were given access to all information
     about our business and the opportunity to ask questions and
     receive answers about our business from our management prior
     to making any investment decision.




                          PAGE-23-




On May 5, 2000, we issued 400,000 shares of our common stock
to  GoPublicToday.com's  for services  rendered  and  to  be
rendered valued at $.10 per share for total consideration of
$40,000.

GoPublicToday.com's services consists of the preparation and
filing  of  all  required documents with regards  to  (1)  a
private  offering conducted under Rule 504 of  Regulation  D
registered by qualification in the state of Nevada  and  (2)
the  full registration, under Section 12(d) or 12(g) of  the
Securities  Exchange Act, of the Form 10-SB; the preparation
of  Form  211  to  be  filed with NASD, assist  client  with
locating  and  negotiating a contract with a licensed  level
three  market  maker, and assisting client in answering  any
and  all  comment  letters received from  the  NASD.     The
agreements  continue until our securities are qualified  for
quotation on the over the counter bulletin board.  The value
of  the  services  is  based on prior services  provided  by
GoPublicToday.com, Inc. and on the cost of similar  services
provided by other similar service providers.

The exemption provided under section 4(2) was available
because:

  *  None  of  these  issuances  involved  underwriters,
     underwriting discounts or commissions.
  *  Restrictive  legends are placed on all  certificates
     issued.
  *  The distribution did not involve general solicitation
     or advertising.
  *  The  distributions  were  made  only  to  insiders,
     accredited investors or investors who were sophisticated
     enough  to  evaluate the risks of the investment.   All
     sophisticated investors were given access to all information
     about our business and the opportunity to ask questions and
     receive answers about our business from our management prior
     to making any investment decision.

On  or  before  March  31, 2001, the Company  issued  37,000
shares  of its common stock to three unaffiliated accredited
or  sophisticated investors for cash proceeds of  $3,700  or
$0.10 per share.

The exemption provided under section 4(2) was available
because:

  *  None  of  these  issuances  involved  underwriters,
     underwriting discounts or commissions.
  *  Restrictive  legends are placed on all  certificates
     issued.
  *  The distribution did not involve general solicitation
     or advertising.
  *  The  distributions  were  made  only  to  insiders,
     accredited investors or investors who were sophisticated
     enough  to  evaluate the risks of the investment.   All
     sophisticated investors were given access to all information
     about our business and the opportunity to ask questions and
     receive answers about our business from our management prior
     to making any investment decision.




                          PAGE-24-




In July, 2002, we completed a private offering of our common
stock  in  accordance with Regulation D,  Rule  504  of  the
Securities  Act,  and the registration by  qualification  of
said  offering  in  the  State of Nevada,  whereby  we  sold
857,150 shares of its voting common stock at $.10 per share,
for  a  total  of  $85,715.  These shares  we  sold  to  non
affiliated   investors   who  were  either   accredited   or
sophisticated.   In  connection with the  private  placement
Winfield Financial incurred direct costs of $8,509  paid  to
Brett  Bleazard  as  agent of the issuer as  provided  under
Nevada  law  for  net  proceeds of  $77,206.   In  addition,
Winfield  Financial  inadvertently  paid  GoPublicToday.com,
Inc.  $48,410 of offering proceeds under a contract  between
FMI  and  GoPublicToday.com, Inc.,  which left  net proceeds
of $20,287.   However,  research  into  the   formation   of
Winfield  has  shown that  FMI  orally agreed upon formation
make  an  equity  contribution of $50,000 to  Winfield  upon
demand to meet the obligation to GoPublicToday.com under the
contract  set forth above.  At the time the payment was made
to GoPublicToday.com, Inc., the parties had  forgotten about
the oral understanding, which was never reduced  to writing,
and  thus  the  payment was  inadvertently made directly  by
Winfield  rather than by  FMI as the parties  had originally
contemplated.   Although no payments have  been made on this
obligation as of the  date of  this  registration statement,
FMI  has  indicated in  writing  that  it  fully intends  to
make this payment when funds are available.

PART II - ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our  Articles of Incorporation and By-laws, subject  to  the
provisions of Nevada Law, contain provisions which allow the
corporation   to   indemnify  any   person   under   certain
circumstances.  Nevada law provides when a person  is  sued,
either alone or with others, because he is or was a director
or  officer  of  the corporation, or of another  corporation
serving  at  the  request  of  this  corporation,   in   any
proceeding  arising  out of his alleged malfeasance  in  the
performance of his duties or out of any alleged wrongful act
against  the corporation or by the corporation, he shall  be
indemnified   for   his   reasonable   expenses,   including
attorney's  fees incurred in the defense of the proceedings,
if both of the following conditions exist:

  *  The person sued is successful in whole or in part, or
     the proceeding against him is settled with the approval of
     the court; and
  *  The court finds that his conduct fairly and equitably
     merits such indemnity.

The  amount of such indemnity which may be assessed  against
the  corporation, our receiver, or our trustee, by the court
in  the same or in a separate proceeding shall be so much of
the  expenses,  including attorney's fees  incurred  in  the
defense of the proceeding, as the court determines and finds
to  be  reasonable.  Application for such indemnity  may  be
made  either by the person sued or by the attorney or  other
person  rendering  services to him in  connection  with  the
defense, and the court may order the fees and expenses to be
paid directly to the attorney, or other person, although  he
is not a party to the proceeding.  Notice of application for
such  indemnity  shall be served upon the  corporation,  our
receiver,  or our trustee, or upon the plaintiff  and  other
parties to the proceedings.
Our Articles and By-Laws also provide for indemnification to
the fullest extent permitted under Nevada law.




                          PAGE-25-




With  regard  to the foregoing provisions, or otherwise,  we
have been advised that in the opinion of the Securities  and
Exchange Commission, such indemnification is against  public
policy  as  expressed  in the Securities  Act  of  1933,  as
amended, and is, therefore, unenforceable. In the event that
a  claim for indemnification against such liabilities (other
than  the  payment by us of expenses incurred or paid  by  a
director,    officer   or   controlling    person   of   the
Corporation in the successful defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer   or
controlling  person in connection with the securities  being
registered,   we  will,   unless  in  the   opinion  of  our
counsel   the  matter  has been  settled  by  a  controlling
precedent,    submit    to   a    court    of    appropriate
jurisdiction     the    question     of    whether      such
indemnification   by  us  is  against   public   policy   as
expressed  in  the Securities Act of 1933, as  amended,  and
will be governed by the final adjudication of such case.





























                          PAGE-26-





               PART F/S. FINANCIAL STATEMENTS



                  INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
  Winfield Financial Group, Inc.
  (A Development Stage Company)
  Las Vegas, Nevada

We have audited the accompanying balance sheet of Winfield
Financial Group, Inc. as of December 31, 2002, and the related
statements of operations, stockholders' equity, and cash flows
for the six months then ended and the year ended June 30, 2002
and for the period from May 2, 2000 (Inception) through December
31, 2002.  These financial statements are the responsibility of
Winfield Financial's management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  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 financial statements referred to above
present fairly, in all material respects, the financial position
of Winfield Financial Group, Inc. as of December 31, 2002, and
the results of its operations and its cash flows for the six
months then ended and the year ended June 30, 2002 and for the
period from May 2, 2000 (Inception) through December 31, 2002, in
conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements as of December 31, 2002 and
for the year then ended have been restated to correct errors as
described in Note 6.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 2 to the financial statements, Winfield has incurred
losses of $115,205 form its inception.  Winfield will require
additional working capital to develop its business until Winfield
either (1) restart operations and achieve a level of revenues
adequate to generate sufficient cash flows from operations; or
(2) obtain additional financing.  These conditions raise
substantial doubt about Winfield's ability to continue as a going
concern.  Management's plans in regard to this matter are also
described in Note 2.  The accompanying consolidated financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.

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


March 14, 2003, except for Note 2, which is as of April 23, 2003
and Note 6, which is as of July 22, 2003




                          PAGE-27-






                 WINFIELD FINANCIAL GROUP, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                          BALANCE SHEET
                        December 31, 2002
                            Restated
                            --------

                         ASSETS

Cash                                                      $ 14,101
                                                          =========
          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                        $  3,600
                                                          ---------
Commitments

STOCKHOLDERS' EQUITY:
  Preferred stock; $.001 par value, 5,000,000
authorized,                                                      -
    None issued and authorized
  Common stock, $.001 par value, 20,000,000 shares
    Authorized, 4,894,150 shares issued and outstanding      4,894
Additional paid in capital                                 198,018
Deficit accumulated during the development stage          (192,411)
                                                          ---------
  Total Stockholders' Equity                                10,501
                                                          ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 14,101
                                                          =========



See accompanying summary of accounting policies and notes to financial
                               statements.





                          PAGE-28-







                 WINFIELD FINANCIAL GROUP, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                    STATEMENTS OF OPERATIONS
 Six Months Ended December 31, 2002 and Year Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002



                                     Six Months                    Inception
                                       Ended        Year Ended      Through
                                    December 31,     June 30,     December 31,
                                        2002           2002          2002
                                     ------------   -----------   ------------
                                       Restated                     Restated
                                       --------                     --------
General and administrative expenses:
  Consulting fees                     $  44,500       $     -       $  84,500
  Other general and administrative       99,411         1,227         107,911
                                     ------------   -----------   ------------
Net loss                              $(143,911)      $(1,227)      $(192,411)
                                     ============   ===========   ============
Net loss per share:
  Basic and diluted                   $   (0.03)      $ (0.00)
                                     ============   ===========

Weighted average shares outstanding:
  Basic and diluted                   4,824,274      4,037,000
                                     ============   ===========












See accompanying summary of accounting policies and notes to financial
                               statements.




                          PAGE-29-






                 WINFIELD FINANCIAL GROUP, INC.
                  (A DEVELOPMENT STAGE COMPANY)
               STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended December 31, 2002 and Years Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002



                                                               Deficit
                                                             accumulated
                                               Additional    during the
                          Common Stock          paid in      development
                                                capital         Stage          Total
                       Shares       Amount
                     ----------   ----------   ----------   -------------   ------------
                                                                  
Issuance of common
  stock to founders
  for cash           3,600,000      $3,600      $ 1,200        $     -        $  4,800

Issuance of common
  stock for            400,000         400       39,600              -          40,000
  services

Net loss                     -           -            -        (40,000)        (40,000)
                     ----------   ----------   ----------   -------------   ------------
Balance,
  June 30, 2000      4,000,000       4,000       40,800        (40,000)          4,800

Issuance of common
  stock for cash        37,000          37        3,663              -           3,700

Net loss                     -           -            -         (7,273)         (7,273)
                     ----------   ----------   ----------   -------------   ------------
Balance,
  June 30, 2001      4,037,000       4,037       44,463        (47,273)          1,227

Net loss                     -           -            -         (1,227)         (1,227)
                     ----------   ----------   ----------   -------------   ------------
Balance,
  June 30, 2002      4,037,000       4,037       44,463        (48,500)              -

Stock subscription
 receivable                  -           -       77,206              -          77,206
                     ----------   ----------   ----------   -------------   ------------

Issuance of common
  stock for cash       857,150         857       76,349              -          77,206

Net loss                     -           -            -       (143,911)       (143,911)
                     ----------   ----------   ----------   -------------   ------------
Balance,
  December 31, 2002  4,894,150      $4,894     $198,018      $(192,411)       $ 10,501
                     ==========   ==========   ==========   =============   ============






See accompanying summary of accounting policies and notes to financial
                               statements.




                          PAGE-30-






                 WINFIELD FINANCIAL GROUP, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                    STATEMENTS OF CASH FLOWS
 Six Months Ended December 31, 2002 and Year Ended June 30, 2002
and Period From May 2, 2000 (Inception) Through December 31, 2002



                                            Six Months         Year        Inception
                                               Ended           Ended        Through
                                           December 31,      June 30,     December 31,
                                               2002            2002          2002
                                           ------------   ------------   --------------
                                             Restated                        Restated
                                             --------                        --------
                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                 $(143,911)       $(1,227)       $(192,411)
  Adjustments to reconcile net deficit
  to cash used by operating
  activities:
    Common stock issued for services               -              -           40,000
    Bad debt                                  77,206              -           77,206
Net change in:
  Accounts payable                             3,600              -            3,600
                                           ------------   ------------   --------------

CASH FLOWS USED IN OPERATING ACTIVITIES      (63,105)        (1,227)         (71,605)
                                           ------------   ------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock for cash           77,206              -           85,706
                                           ------------   ------------   --------------

NET INCREASE (DECREASE) IN CASH               14,101         (1,227)          14,101
Cash, beg. of period                               -          1,227                -
                                           ------------   ------------   --------------
Cash, end of period                        $  14,101        $     -        $  14,101
                                           ============   ============   ==============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid                              $       -        $     -        $       -
Income tax paid                            $       -        $     -        $       -






See accompanying summary of accounting policies and notes to financial
                               statements.




                          PAGE-31-








                 WINFIELD FINANCIAL GROUP, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

Winfield Financial Group, Inc. ("Winfield Financial") has been
organized to provide consulting services as a business broker.
Winfield Financial was incorporated in the state of Nevada on May
2, 2000.  Winfield Financial will provide consulting services
primarily for sellers offering businesses with a sales range of
up to approximately $75,000,000 in annual revenues.  Winfield
Financial has changed its fiscal year end from June 30 to
December 31, effective for the six months ended December 31,
2002.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America and requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the balance sheet.  Actual results could differ from
those estimates.

Income Taxes

Winfield Financial accounts for income taxes under the asset and
liability approach.  The asset and liability approach is used to
recognize deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities.
Winfield Financial records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to
be realized.

Stock-Based Compensation

Winfield Financial accounts for stock-based compensation under
the intrinsic value method.  Under this method, Winfield
Financial recognizes no compensation expense for stock options
granted when the number of underlying shares is known and
exercise price of the option is greater than or equal to the fair
market value of the stock on the date of grant.

Winfield Financial 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 for
services are measured at the date of grant and are expensed as
the services are performed.

Revenue Recognition

Revenues are recognized from services rendered to buyers and
sellers of businesses and or assets.  Revenue is recognized when
a firm sales agreement is in place, delivery has occurred, the
price is fixed and determinable and collectibility is reasonably
assured.  Winfield Financial will receive a percentage of the
total sales or purchase price.





                          PAGE-32-






Other revenues are recorded as services are performed.

Basic Loss per Common Share.

Basic loss per share has been calculated based on the weighted
average number of shares of common stock outstanding during the
period.

Recent Accounting Pronouncements

Winfield Financial does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on
Winfield Financial's results of operations, financial position or
cash flow.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

Winfield has historically incurred losses, and through December
31, 2002 has incurred losses of $115,205 from its inception.
Because of these historical losses, Winfield will require
additional working capital to develop its business operations.

Winfield intends to raise additional working capital through
private placements, public offerings and/or bank financing.  As
of March 14, 2003, Winfield is in discussions with several
investors, however no definitive agreements have been reached.

There are no assurances that Winfield will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash
flow from operations; or (2) obtain additional financing through
either private placements, public offerings and/or bank financing
necessary to support Winfield's working capital requirements.  To
the extent that funds generated from operations and any private
placements, public offerings and/or bank financing are
insufficient, Winfield will have to raise additional working
capital.  No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable
to Winfield.  If adequate working capital is not available
Winfield may not increase its operations.

These conditions raise substantial doubt about Winfield's ability
to continue as a going concern.  The financial statements do not
include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should
Winfield be unable to continue as a going concern.


NOTE 3 - STOCKHOLDERS' EQUITY

The initial authorized capital of Winfield Financial consisted of
20,000,000 shares at $.001 par value common stock and 5,000,000
shares of $.001 par value preferred stock.





                          PAGE-33-




In July 2002, Winfield Financial issued 857,150 shares of common
stock for cash proceeds of $77,206 or $0.10 per share, net of
expenses.

In February 2001, Winfield Financial issued 37,000 shares of
common stock for cash proceeds of $3,700 or $0.10 per share.

In May 2000, Winfield Financial issued 3,600,000 shares of common
stock to Winfield Financial's founders for $4,800 or $0.0013 per
share.

In May 2000, Winfield Financial approved entering into various
consulting agreements for financial and marketing services,
whereby the consultants would be issued 400,000 shares of
Winfield Financial's common stock for services to be rendered to
Winfield Financial from May 2000 through June 2000.  Winfield
Financial recorded consulting expense of $40,000 or the fair
value of the services provided.


NOTE 4 - INCOME TAXES

For the six months ended December 31, 2002, Winfield Financial
incurred net losses and, therefore, has no tax liability.  The
net deferred tax asset generated by the loss carry-forward has
been fully reserved.  The cumulative net operating loss carry-
forward is approximately $77,000 at June 30, 2002, and will
expire in the years 2020 through 2022.

Deferred income taxes consist of the following at December 31:

                                  2002
                                ----------
  Long-term:
    Deferred tax assets         $ 26,000
                                ----------
    Valuation allowance          (26,000)
                                ----------
                                $      -
                                ----------

NOTE 5 - RELATED PARTY TRANSACTIONS

Winfield Financial neither owns nor leases any real or personal
property as of December 31, 2002.  An officer has provided office
services without charge.  Such costs are immaterial to the
financial statements and accordingly are not reflected herein.
The officers and directors are involved in other business
activities and most likely will stay involved in other business
activities in the future.  If a specific business opportunity
becomes available, such persons may face a conflict of interest.
A policy for handling such a conflict has not yet been
formulated.

Winfield Financial entered into a month-to-month lease for office
space beginning July 2002 with an affiliated entity of the
President for $400 per month.  Rent expense was $2,400 for the
six months ended December 31, 2002.





                          PAGE-34-






Winfield has an oral arrangement with Financial Marketing, Inc.,
a shareholder, who has agreed to make a capital contribution of
$50,000 to Winfield to reimburse fees paid to meet its obligation
with GoPublicToday.com.  In July, 2002, Winfield completed a
private offering of common stock in accordance with Regulation D,
Rule 504 of the Securities Act, and the registration by
qualification of said offering in the State of Nevada, whereby
Winfield sold 857,150 shares of its voting common stock at $.10
per share, for a total of $85,715.  In connection with the
private placement Winfield Financial incurred direct costs of
$8,509 paid to Brett Bleazard as agent of the issuer as provided
under Nevada law for net proceeds of $77,206.  In addition,
Winfield Financial inadvertently paid GoPublicToday.com, Inc.
$48,410 of offering proceeds under a contract between FMI and
GoPublicToday.com, Inc., which left net proceeds of $20,287.
However, research into the formation of Winfield has shown that
FMI orally agreed upon formation make an equity contribution of
$50,000 to Winfield upon demand to meet the obligation to
GoPublicToday.com under the contract set forth above.  At the
time the payment was made to GoPublicToday.com, Inc., the parties
had forgotten about the oral understanding, which was never
reduced to writing, and thus the payment was inadvertently made
directly by Winfield rather than by FMI as the parties had
originally contemplated.  Although no payments have been made on
this obligation as of the date of this registration statement,
FMI has indicated in writing that it fully intends to make this
payment when funds are available.

NOTE 6 - RESTATEMENT OF FINANCIAL STATEMENTS

The accompanying financial statements at December 31, 2002 and
for the year then ended have been restated to correct an error
in the recording of the receivable from FMI.  Winfield did not
initially record a receivable from FMI for $77,206 based on the
oral understanding discussed above.  Winfield determined the
receivable should be recorded based on the agreement.  Winfield
also determined the receivable to be uncollected at December
31, 2002.

The income statement effect of this restatement is to increase
the net loss at December 31, 2002 by $77,206.  The $77,206 was
included in general and administrative expenses.  The balance
sheet effect was an increase in additional paid in capital of
$77,206 and accumulated deficit of $77,206.




                          PAGE-35-





                PART III - ITEM 1.  EXHIBITS

Item 3

     1    Articles of Incorporation of Winfield Financial Group,
          Inc., a Nevada Corporation
     2    By-laws of Winfield Financial Group, Inc., a Nevada
          Corporation

Item 4

     1    Form of common stock Certificate of the Winfield
          Financial Group, Inc. (1)

Item 10

     1    Agreement with GoPublicToday.com, Inc.
     2.   Agreement with Advanced Technical Services

  All  other  Exhibits called for by Rule 601 of  Regulation
SB-2 are not applicable to this filing.

(1)  Information pertaining to our common stock is contained
in our Articles of Incorporation and By-Laws.



                         SIGNATURES

     In   accordance  with  Section  12  of  the  Securities
Exchange   Act   of   1934,  the  registrant   caused   this
registration  statement to be signed on its  behalf  by  the
undersigned, thereunto duly authorized.

         Winfield Financial Group, Inc. (Registrant)

Date:  8-26-2003

By:     /s/ Robert Burley
     ----------------------------
     Robert Burley, President and Principal Executive,
Principal Financial and Principal Accounting Officers
















                          PAGE-36-