##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-21956
  Springfield Company, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    52-2303874(I.R.S. Employer
Identification No.)
 410 Park Ave., 15 th Floor, Ste. 1188
New York, New York 10022  (Address of principal executive offices and zip code)
 (212) 231-8383
  None
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon stock, par value $0.0001 per share
    
    NASDAQ  OTCBB Exchange
 Yes o No þ
 Yes o No þ
 Yes þ No o
 o o
 Form 10-K. þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
   Documents Incorporated by Reference:
NONE




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##### 



Table of Contents
 PagePART IItem 1. Business
    
    
    3Item 2. Properties
    
    
    4Item 3. Legal Proceedings
    
    
    4Item 4. Submission of Matters to a Vote of Security Holders
    
    
    4Item 4A. Directors and Executive Officers of the RegistrantPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    4Item 6. Selected Financial Data, N/AItem 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    4Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    5Item 8. Financial Statements and Supplementary Data
    
    
    5Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    5Item 9A. Controls and Procedures
    
    
    6Item 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    6Item 11. Executive Compensation
    
    
    6Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    7Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    8Item 14. Principal Accountant Fees and Services
    
    
    8PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    9Exhibit 31Exhibit 32
   2




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PART I
 Special Note Regarding Forward-Looking Statements
  
 Item 1.
    
    Business
  Subsequent Events
  Operating Results
    Employee Relations
   Competition
   3




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Item 2.
    
    Properties
  
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5.
    
    Market for the Registrants Common Equity and Related Stockholder Matters
 Stock Information
    
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
      Application of Critical Accounting Policies
   4




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Revenue Recognition
   Results of Operations
  Capital Resources and Liquidity
      
 Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
 Factors Affecting the Companys Business and Prospects
  
 Item 8.
    
    Financial Statements and Supplementary Data
  
 Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   5




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Item 9A.
    
    Controls and Procedures
   
 PART III
 
 Item 10.
    
    Directors and Executive Officers of the Registrant
  NAME
    
    POSITION
    
    AGEAlain Morlot
    
    CEO, Chairman, Director
    
    66Phillipe Balmette
    
    Chief Strategy Officer, Director
    
    49Eric Tardiff
    
    Chief Technical Officer, Director
    
    43Odile Pommerol
    
    Chief Administrative Officer
    
    71Julen Penven
    
    Chief Visionary Officer, Director
    
    83
 Meetings and Committees of the Board of Directors
  Compensation of Directors
  
 Item 11.
    
    Executive Compensation
   OPTION/SAR Grants in Last Fiscal Year
   6




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
  Amount of
    
    
    Nature of
    
    
    Percent ofName and address (1)
    
    Ownership
    
    
    Ownership (2)
    
    
    Class (3)Alain Morlot, 2 rue Gager Gabillot, 75015 Paris  France
    
    2,000 Shares
    

    
    Common Stock
    

    
    
    .009
    %Phillipe Balmette, 49 rue Santos Dumont, 75015 Paris  France
    
    2,000 Shares
    

    
    Common Stock
    
    
    
    .009
    %Eric Tardiff, 107bis Avenue du General de Gaulle, 44500 La
Baule  France
    
    2,000 Shares
    

    
    Common Stock
    
    
    
    .009
    %Odile Pommerol, 6 rue Lhuillier, 75015 Paris  France
    
    2,000 Shares
    

    
    Common Stock
    

    
    
    .009
    %Julen Penven, 107 rue du President Wilson, 92300 Levallois
Perret  France
    
    2,000 Shares
    

    
    Common Stock
    

    
    
    .009
    %Directors and Officers as a class
    
    10,000 Shares
    
    
    Common Stock
    
    
    
    .045
    %Triple G Invest Ltd., #58 Shirley St., Nassau, Bahamas
    
    13,579,800 Shares
    
    
    Common Stock
    
    
    
    61.54
    %Capital Credit, Inc., Office #401-17, The Century Tower
Building, Via Ricardo J. Alfaro, Panama City, Republic of
Panama
    
    6,694,500 Shares
    
    Common Stock
    

    
    
    30.36
    %
 1.
    
    Unless otherwise indicated, the address of each beneficial owner is c/o the Company, 410
Park Ave., 15th Fl, Ste. 1188, New York, NY 10022.2.
    
    Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act
(Rule 13d-3) and unless otherwise indicated, represents shares of which the beneficial owner
has sole voting and investment power.3.
    
    The percentage of class is calculated in accordance with Rule 13d-3 and assumes that the
beneficial owner has exercised any options or other rights to subscribe which are execrable
within sixty (60) days and that no other options or rights to subscribe have been
exercised by anyone else.  7




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Item 13.
    
    Certain Relationships and Related Transactions
  2008Note payable to Foreign Futures, a related party, at 2.5%, payable as cash flow allows
    
    $
    58,750Note payable to Green Acres, a related party, at 2.5%, payable as cash flow allows
    
    
    41,150Note payable to High Sierra, a related party, at 2.5%, payable as cash flow allows
    
    
    46,450Note payable to Pecan Tree, a related party, at 2.5%, payable as cash flow allows
    
    
    9,950Note payable to GGMF, a related party, at 2.5%, payable as cash flow allows
    
    
    8,600Note payable to J. King, a related party, at 2.5%, payable as cash flow allows
    
    
    9,980Total long-term debt
    
    
    174,880Less  current maturities
    
    
    174,880Total long-term debt, net of current maturities
    
    $
    
  
 Item 14.
    
    Principal Accounting Fees and Services
 2009
    
    2008Audit fees
    
    $
    5,000
    
    $
    6,920Audit-related fees
    
    
    -0-
    
    
    -0-Tax fees
    
    
    -0-
    
    
    -0-All other fees
    
    
    -0-
    
    
    -0-
  8




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Item 15.
    
    Exhibits, Financial Statement Schedules, Exhibits and Reports on Form 8-K.
 I.
    
    The following financial statements, schedules and exhibits are filed as part of this report:
     II.
    
    Reports on Form 8-K  To Be Filed
 
 SIGNATURES
  SPRINGFIELD COMPANY, INC.June 22, 2010
    /s/Alain MorlotPresident, Chief Executive Officer and
Chief Financial Officer  9




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SPRINGFIELD COMPANY, INC.
INDEX TO FINANCIAL STATEMENTS
June 30, 2009 and 2008
 PAGE NUMBERIndependent Auditors Report
    
    
    F-2Balance Sheets at June 30, 2009 and 2008
    
    
    F-3Statements
of Income for the Years Ended June 30, 2009 and 2008 and inception to date
    
    
    F-4Statements of Cash Flows for the Years Ended June 30, 2009 and 2008 and
inception to date
    
    
    F-5Statements of StockholdersDeficit for the Years Ended June 30, 2009 and 2008 and
inception to date
    
    
    F-6Notes to Financial Statements
    
    
    F-7
  F-1




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F-2




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Springfield Company, Inc.
 
 Balance Sheets
 June 30, 2009 and 2008
 June 30
    
    
    June 302009
    
    
    2008AssetsCurrent Assets:Cash and cash equivalents
    
    $
    14,934
    
    
    $
    Total assets
    
    $
    14,934
    
    
    $
    Liabilities and Stockholders DeficitCurrent liabilities:Accounts payable and accrued expenses
    
    $
    10,982
    
    
    $
    22,943Note payable to related party
    
    
    150,000
    
    
    
    Notes payable to related parties
    
    
    
    
    
    
    174,880Total current liabilities
    
    
    160,982
    
    
    
    197,823Stockholders deficitCommon stock, $0.0001 par value, 50,000,000
shares authorized, 22,048,323 and 22,048,323
shares issued and outstanding, respectively
    
    
    2,205
    
    
    
    2,205Additional paid-in capital
    
    
    701,074
    
    
    
    497,333Accumulated deficit
    
    
    (849,327
    )
    
    
    (697,361
    )Total stockholders deficit
    
    
    (146,048
    )
    
    
    (197,823
    )Total liabilities and stockholders equity
    
    $
    14,934
    
    
    $
    
 The accompanying notes are an integral part of these condensed financial statements.
  F-3




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Springfield Company, Inc.
 Statements of Operations
 Period fromMarch 18, 1998(Inception)ThroughYears Ended June 30
    
    
    June 30,2009
    
    
    2008
    
    
    2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    56,221Cost of revenue
    
    
    
    
    
    
    
    
    
    
    46,455Gross profit
    
    
    
    
    
    
    
    
    
    
    9,766General and administrative expenses
    
    
    134,869
    
    
    
    12,175
    
    
    
    835,276Operating loss
    
    
    (134,869
    )
    
    
    (12,175
    )
    
    
    (825,510
    )Interest expense
    
    
    17,097
    
    
    
    4,111
    
    
    
    23,817Net loss
    
    $
    (151,966
    )
    
    $
    (16,286
    )
    
    $
    (849,327
    )Basic and diluted earnings (loss) per share:Earnings (loss) per common share
    
    $
    (0.01
    )
    
    $
    (0.00
    )
    
    
    n/aBasic and diluted weighted average common
shares outstanding
    
    
    22,048,323
    
    
    
    22,048,323
    
    
    
    n/a
 The accompanying notes are an integral part of these condensed financial statements.
  F-4




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Springfield Company, Inc.
 
 Statements of Cash Flows
 Period fromMarch 18, 1998(Inception)ThroughYears Ended June 30
    
    
    June 30,2009
    
    
    2008
    
    
    2009Cash flows used by operating activitiesNet loss
    
    $
    (151,966
    )
    
    $
    (16,286
    )
    
    $
    (849,327
    )Adjustments:Shares issued for services
    
    
    
    
    
    
    
    
    
    
    498,175Depreciation
    
    
    
    
    
    
    
    
    
    
    607Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    1,779Changes in assets and liabilities:Accounts payable and accrued expenses
    
    
    16,900
    
    
    
    5,362
    
    
    
    39,843Net cash
used by operating activities
    
    
    (135,066
    )
    
    
    (10,924
    )
    
    
    (308,923
    )Cash flows
used by investing activities:Purchase of equipment
    
    
    
    
    
    
    
    
    
    
    (2,336
    )Cash flows
provided by financing activities:New borrowings from related party notes
    
    
    
    
    
    
    10,900
    
    
    
    222,834Capital Contributions
    
    
    
    
    
    
    
    
    
    
    1,313Proceeds from Note payable
    
    
    150,000
    
    
    
    
    
    
    
    150,000Repayments on notes payable  related parties
    
    
    
    
    
    
    
    
    
    
    (47,954
    )Net cash provided by financing activities
    
    
    150,000
    
    
    
    10,900
    
    
    
    326,193Net increase (decrease) in cash
    
    
    14,934
    
    
    
    (24
    )
    
    
    14,934Cash and cash equivalents, beginning of year
    
    
    
    
    
    
    24
    
    
    
    Cash and cash equivalents, end of year
    
    $
    14,934
    
    
    $
    
    
    
    $
    14,934Supplemental disclosures:Cash paid for federal income taxes
    
    $
    
    
    
    $
    
    
    
    $
    Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    NONCASH INVESTING AND FINANCING ACTIVITIES:Debt forgiveness by related parties
    
    
    203,741
    
    
    
    
    
    
    
    203,741
 The accompanying notes are an integral part of these condensed financial statements.
  F-5




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Springfield Company, Inc.
 
 Statements of Stockholders Deficit
 Years Ended June 30, 2008 and 2009 and for the
 Period from March 18, 1998 (Inception) through June 30, 2009
 Additional
    
    
    RetainedCommon Stock
    
    
    paid-in
    
    
    earningsShares
    
    
    Amount
    
    
    Capital
    
    
    (deficit)
    
    
    TotalInitial founders shares,
issued March 18, 1998
    
    
    443,664
    
    
    $
    44
    
    
    $
    
    
    
    $
    (44
    )
    
    $
    Net loss  2000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (954
    )
    
    
    (954
    )Additional shares issued to founders
    
    
    54,659
    
    
    
    5
    
    
    
    
    
    
    
    (5
    )
    
    
    Net loss  2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,500
    )
    
    
    (4,500
    )Net income  2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,454
    
    
    
    5,454Net loss  2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss  2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance June 30, 2004
    
    
    498,323
    
    
    
    50
    
    
    
    
    
    
    
    (50
    )Issuance of common stock for services
    
    
    4,100,000
    
    
    
    410
    
    
    
    409,590
    
    
    
    
    
    
    
    410,000Issuance of common stock for services
    
    
    1,000,000
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of common stock for services
    
    
    15,950,000
    
    
    
    1,595
    
    
    
    74,680
    
    
    
    
    
    
    
    76,275Net loss for 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (539,326
    )
    
    
    (539,326
    )Balance-June 30, 2005
    
    
    21,548,323
    
    
    
    2,155
    
    
    
    484,270
    
    
    
    (539,376
    )
    
    
    (52,951
    )Issuance of common stock for services
    
    
    100,000
    
    
    
    10
    
    
    
    9,990
    
    
    
    
    
    
    
    10,000Issuance of common stock for services
    
    
    400,000
    
    
    
    40
    
    
    
    1,760
    
    
    
    
    
    
    
    1,800Net loss for 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (91,187
    )
    
    
    (91,187
    )Balance-June 30, 2006
    
    
    22,048,323
    
    
    
    2,205
    
    
    
    496,020
    
    
    
    (630,563
    )
    
    
    (132,338
    )Contributed capital
    
    
    
    
    
    
    
    
    
    
    1,313
    
    
    
    
    
    
    
    1,313Net loss for 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,512
    )
    
    
    (50,512
    )Balance-June 30, 2007
    
    
    22,048,323
    
    
    
    2,205
    
    
    
    497,333
    
    
    
    (681,075
    )
    
    
    (181,537
    )Net loss for 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,286
    )
    
    
    (16,286
    )Balance-June 30, 2008
    
    
    22,048,323
    
    
    
    2,205
    
    
    
    497,333
    
    
    
    (697,361
    )
    
    
    (197,823
    )Debt Forgiveness
    
    
    
    
    
    
    
    
    
    
    203,741
    
    
    
    
    
    
    
    203,741Net loss for 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151,966
    )
    
    
    (151,966
    )Balance-June 30, 2009
    
    
    22,048,323
    
    
    
    2,205
    
    
    
    701,074
    
    
    
    (849,327
    )
    
    
    (146,048
    )
  F-6




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Springfield Company, Inc.
(A Development Stage Company)
 
 Notes to Financial Statements
 Note 1. Description of the Company and Summary of Significant Accounting Policies
 Business Operations
     Use of Estimates
  Revenue Recognition
  Cash and Cash Equivalents
   F-7




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Property and Equipment
  Impairment of Long-Lived Assets
  Stock-Based Compensation
  Income Taxes
  Basic and Diluted Net Loss Per Share
  Development Stage
  Recently issued Accounting Pronouncements
   F-8




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Note 2. Going Concern
  Note 3 Related Party Notes Payable
  2009
    
    
    2008Note payable to Credit Capital, a related party, at 8%, payable
as cash flow allows
    
    $
    150,000Note payable to Foreign Futures, a related party, at 2.5%, payable
as cash flow allows
    
    
    
    
    
    $
    58,750Note payable to Green Acres, a related party, at 2.5%, payable as
cash flow allows
    
    
    
    
    
    
    41,150Note payable to High Sierra, a related party, at 2.5%, payable
as cash flow allows
    
    
    
    
    
    
    46,450Note payable to Pecan Tree, a related party, at 2.5%, payable as
cash flow allows
    
    
    
    
    
    
    9,950Note payable to GGMF, a related party, at 2.5% payable as cash
flow allows
    
    
    
    
    
    
    8,600Note payable to J. King, a related party, at 2.5%, payable as
cash flows allows
    
    
    
    
    
    
    9,980Total long-term debt
    
    
    150,000
    
    
    
    174,880Less-current maturities
    
    
    (150,000
    )
    
    
    (174,880
    )Total long-term debt, net of current maturities
    
    $
    
    
    
    $
    
  F-9




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Note 4. Stockholders Equity
        Note 5. Subsequent Events
   F-10




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INDEX TO EXHIBITS
 Exhibit Page Number
    
    Description of Document*31
    
    Certification of Alain Morlot, Chief Executive Officer and Chief Financial Officer pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934*32
    
    Certification of Alain Morlot, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350
  10