U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM S-8

                   REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


Commission File Number: 000-50014

                 WINFIELD FINANCIAL GROUP, INC.
             -------------------------------------
     (Exact name of registrant as specified in its charter)

            Nevada                          88-0478644
       -----------------                ------------------
(State or other jurisdiction of     (I.R.S. Employer Identification
incorporation or organization)                  No.)


        2770 S. Maryland Parkway, Ste.
           402, Las Vegas, NV                        89109
   ------------------------------------             --------
 (Address of principal executive offices)          (Zip Code)

                         (702) 731-0030
                  ---------------------------
       (Registrant's telephone number, including area code)

                               N/A
                      ---------------------
 (Former name, former address and former fiscal year, if changed
                       since last report)





                      Consulting Agreements
                    -------------------------
                    (Full title of the plans)



=====================================================================
                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                 maximum   Maximum
                                offering  Aggregate   Amount of
   Title of       Amount to be    price    offering  registration
  securities
     to be         Registered    per unit   price        fee
  registered
---------------------------------------------------------------------

Common stock,        825,000     $0.001      $825       $.08
par                  shares
value, $0.001
per share
---------------------------------------------------------------------
*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the par value of Winfield's stock
as the stock is not trading on
the OTCBB.

                             PART I

          Information Required in the Section 10(a) Prospectus

Not Applicable


Item 2.  Registrant Information And Employee Plan Annual Information.

Not Applicable

                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and  Exchange
Commission  (the "Commission") by Winfield Financial Group, Inc.,
a  Nevada corporation (the Company"), are  incorporated herein by
reference:

     (a) The Company's Form 10K-SB filed by the Company  under the
Securities Exchange Act of 1934,  as amended (the "Exchange Act"),
for the fiscal year ending 12-31-2002;

     (b) The Forms 10-QSB quarterly reports of the Company for the
quarters ended  March 31, 2003, June 30, 2003 and September 30, 2003,
and all other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year ended February 28, 2003; and

     (c)  All  documents subsequently filed  by  the  registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

2770 S. Maryland Parkway, Ste. 402
Las Vegas, NV     89109
 (702) 731-0030


ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares registered herein are being issued to the Consultants and
attorney for services   provided  to the Registrant.  Neither the
Registrant's  Accountants  nor any other experts  named  in the
registration  statement has any equity or other interest  in the
Registrant, except that Michael T. Williams, Esq., principal of
Williams Law Group, P.A. owns 100,000 shares of Winfield
Financial Group stock and is being issued an additional 325,000
shares of common stock hereunder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section  78.752  of  the Nevada Revised Statutes,  nor  does  the
Company   have  indemnification  agreements  with  any   of   its
directors, officers, employees or agents.

In  addition,  Section  78.751  of the  Nevada  Revised  Statutes
provides   as   follows:  78.751  Indemnification  of   officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or
other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under the Securities Act may be permitted  to
directors,  officers and controlling persons  of  the  Registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in the Securities Act and is, therefore,
unenforceable.

In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Consulting Services Agreement between Winfield Financial
          Group, Inc. and Aldo Rotondi

     4.2  Consulting Services Agreement between Winfield Financial Group,
          Inc. and Stephen Brock

     4.3  Legal Services Agreement between Winfield Financial Group, Inc. and
          Michael T. Williams, Esq.


     5.1  -  Opinion  of the Law Offices of Williams Law Group, P.A.

    23.1  -  Consent of the Law Offices of Williams Law Group, P.A.
            (included in Exhibit 5.1)

    23.2  -  Consent of Malone & Bailey, PLLC

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement to include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall
       be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

  (3)  To  remove  from registration by means of a post-effective
       amendment any of the securities being registered which remain
       unsold at the termination of the offering.

(b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

(c)   Insofar  as indemnification for liabilities  arising  under
Securities  Act of 1933 may be permitted to directors,  officers,
and  controlling persons of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred by a director,  officer
or controlling person of the Company 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, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.



                          SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it  meets all of the requirements for filing on Form S-8 and  has
duly  caused  this  Registration Statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in Las Vegas
NV, on this 22 day of  January, 2004.


                                Winfield Financial Group, Inc.



                              By:  /s/ Robert Burley
                                 ----------------------------
                                 Robert Burley, President
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U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM S-8

                   REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

Commission File Number: 000-50014

                 WINFIELD FINANCIAL GROUP, INC.
             -------------------------------------
     (Exact name of registrant as specified in its charter)

            Nevada                          88-0478644
       -----------------                ------------------
(State or other jurisdiction of     (I.R.S. Employer Identification
incorporation or organization)                  No.)

        2770 S. Maryland Parkway, Ste.
           402, Las Vegas, NV                        89109
   ------------------------------------             --------
 (Address of principal executive offices)          (Zip Code)

                         (702) 731-0030
                  ---------------------------
       (Registrant's telephone number, including area code)

                               N/A
                      ---------------------
 (Former name, former address and former fiscal year, if changed
                       since last report)

                      Consulting Agreements
                    -------------------------
                    (Full title of the plans)

=====================================================================
                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                 maximum   Maximum
                                offering  Aggregate   Amount of
   Title of       Amount to be    price    offering  registration
  securities
     to be         Registered    per unit   price        fee
  registered
---------------------------------------------------------------------

Common stock,        825,000     $0.001      $825       $.08
par                  shares
value, $0.001
per share
---------------------------------------------------------------------
*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the par value of Winfield's stock
as the stock is not trading on
the OTCBB.

                             PART I

          Information Required in the Section 10(a) Prospectus

Not Applicable

Item 2.  Registrant Information And Employee Plan Annual Information.

Not Applicable

                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and  Exchange
Commission  (the "Commission") by Winfield Financial Group, Inc.,
a  Nevada corporation (the Company"), are  incorporated herein by
reference:

     (a) The Company's Form 10K-SB filed by the Company  under the
Securities Exchange Act of 1934,  as amended (the "Exchange Act"),
for the fiscal year ending 12-31-2002;

     (b) The Forms 10-QSB quarterly reports of the Company for the
quarters ended  March 31, 2003, June 30, 2003 and September 30, 2003,
and all other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year ended February 28, 2003; and

     (c)  All  documents subsequently filed  by  the  registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

2770 S. Maryland Parkway, Ste. 402
Las Vegas, NV     89109
 (702) 731-0030

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares registered herein are being issued to the Consultants and
attorney for services   provided  to the Registrant.  Neither the
Registrant's  Accountants  nor any other experts  named  in the
registration  statement has any equity or other interest  in the
Registrant, except that Michael T. Williams, Esq., principal of
Williams Law Group, P.A. owns 100,000 shares of Winfield
Financial Group stock and is being issued an additional 325,000
shares of common stock hereunder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section  78.752  of  the Nevada Revised Statutes,  nor  does  the
Company   have  indemnification  agreements  with  any   of   its
directors, officers, employees or agents.

In  addition,  Section  78.751  of the  Nevada  Revised  Statutes
provides   as   follows:  78.751  Indemnification  of   officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or
other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under the Securities Act may be permitted  to
directors,  officers and controlling persons  of  the  Registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in the Securities Act and is, therefore,
unenforceable.

In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Consulting Services Agreement between Winfield Financial
          Group, Inc. and Aldo Rotondi

     4.2  Consulting Services Agreement between Winfield Financial Group,
          Inc. and Stephen Brock

     4.3  Legal Services Agreement between Winfield Financial Group, Inc. and
          Michael T. Williams, Esq.

     5.1  -  Opinion  of the Law Offices of Williams Law Group, P.A.

    23.1  -  Consent of the Law Offices of Williams Law Group, P.A.
            (included in Exhibit 5.1)

    23.2  -  Consent of Malone & Bailey, PLLC

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement to include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall
       be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

  (3)  To  remove  from registration by means of a post-effective
       amendment any of the securities being registered which remain
       unsold at the termination of the offering.

(b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

(c)   Insofar  as indemnification for liabilities  arising  under
Securities  Act of 1933 may be permitted to directors,  officers,
and  controlling persons of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred by a director,  officer
or controlling person of the Company 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, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                          SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it  meets all of the requirements for filing on Form S-8 and  has
duly  caused  this  Registration Statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in Las Vegas
NV, on this 22 day of  January, 2004.

                                Winfield Financial Group, Inc.

                              By:  /s/ Robert Burley
                                 ----------------------------
                                 Robert Burley, President