Edgar Filing: HEALTHCARE BUSINESS SERVICES GROUPS, INC.

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

FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the year ended December 31, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from to
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Commission file number: 000-50014

HEALTHCARE BUSINESS SERVICES GROUPS, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

NEVADA 33-0643091
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

1126 West Foothill Blvd, Suite 105, Upland, CA 91786
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(Address of principal executive offices)

(909) 608-2035
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(Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, $.001 PAR VALUE PER SHARE

Check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the most recent fiscal year ended December 31,
2005 were $1,565,262.

The aggregate market value of the issuer's voting and non-voting common
equity held by non-affiliates computed by reference to the average bid and ask
price of such common equity as of April 11, 2006, was approximately
$2,207,410.

As of April 11, 2006 the issuer had 33,960,150 shares of common stock,
$.001 par value per share outstanding ("Common Stock").

Documents Incorporated by Reference: NONE

Transitional Small Business Disclosure Format: Yes [ ] No [X]

HEALTHCARE BUSINESS SERVICES GROUPS, INC.
FORM 10-KSB
YEAR ENDED December 31, 2005
INDEX

Part I

Item 1. Description of Business 4

Item 2. Description of Property 7

Item 3. Legal Proceedings 8

Item 4. Submission of Matters to a Vote of
Security Holders 9

Part II

Item 5. Market for Common Equity and Related
Stockholder Matters 10

Item 6. Management's Discussion and Analysis or
Plan of Operation 11

Item 7. Financial Statements 17

Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure 19

Item 8A. Controls and Procedures 19

Part III

Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with
Section 16(a) of the Exchange Act 19

Item 10. Executive Compensation 21

Item 11. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters 22

Item 12. Certain Relationships and Related
Transactions 22

Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits 23

(b) Reports on Form 8-K 24

Item 14. Principal Accountant Fees and Services 25

PART I

ITEM 1. DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-KSB (this "Form 10
KSB"), including statements under "Item 1. Description of Business," and "Item
6. Management's Discussion and Analysis", constitute "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the "Reform Act"). Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "should", or "anticipates", or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Healthcare
Business Services Groups, Inc. (the Company", "we", "us" or "our") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. References in this form
10-KSB, unless another date is stated, are to December 31, 2005.

BUSINESS DEVELOPMENT

The Company was incorporated in the State of Nevada on May 2, 2000, as
Winfield Capital Group, Inc. On June 6, 2001, the Company filed a Certificate of
Amendment to its Articles of Incorporation to affect a name change to "Winfield
Financial Group, Inc." On April 23, 2004, the Company acquired 100% of the
equity interest of Healthcare Business Services Groups, Inc. ("Healthcare"). As
part of the same transaction, the Company acquired 100% of the equity interest
of AutoMed Software Corp. ("AutoMed") and Silver Shadow Properties, LLC ("Silver
Shadow") on May 7, 2004. Prior to the Acquisition (defined below), the Company
was a business broker, primarily representing sellers and offering its clients'
businesses for sale. As a result of the acquisition, the Company changed its
business focus to medical billing. On January 7, 2005, the Company filed a
Certificate of Amendment to its Articles of Incorporation, with the Nevada
Secretary of State and changed its name to "Healthcare Business Services Groups,
Inc."

On April 23, 2004, the Company acquired 100% of the issued and outstanding
shares of Healthcare Business Services Groups, Inc., a Delaware corporation
("Healthcare"). As part of the same transaction on May 7, 2004, the Company
acquired 100% of the issued and outstanding shares of AutoMed Software Corp., a
Nevada corporation ("AutoMed"), and 100% of the membership interests of Silver
Shadow Properties, LLC, a Nevada single member limited liability company
("Silver Shadow"). The transactions are collectively referred to herein as the
"Acquisition." The Company acquired Healthcare, AutoMed, and Silver Shadow from
Chandana Basu, the sole owner, in exchange for 25,150,000 newly issued treasury
shares of the Company's Common Stock. As a result of the Acquisition, the
Company has changed its business focus. The term "Company" shall include a
reference to Healthcare Business Services Groups, Inc. (the "Company"),
Healthcare, AutoMed and Silver Shadow unless otherwise stated in this report on
Form 10-KSB. Healthcare, AutoMed and Silver Shadow are sometimes collectively
referred to herein as "HBSGI." During the year, the Company transferred the real
estate and construction with historical cost of $ 488,137 and the loan
associated with the real estate worth $ 250,000 with accrued interest of $
12,500 to the officer of the Company.

On June 21, 2004, the Company entered into an agreement with Robert Burley
(former Director, President and Chief Executive Officer of the Company) and
Linda Burley (former Director and Secretary of the Company) whereby the Company
agreed to transfer certain assets owned by the Company immediately prior to the
change in control in consideration for Mr. and Mrs. Burley's cancellation of an
aggregate of 2,640,000 of their shares of the Company's common stock. The
Company transferred the following assets to Mr. and Mrs. Burley: i) the right
to the name "Winfield Financial Group, Inc."; and ii) any contracts, agreements,
rights or other intangible property that related to the Company's business
operations immediately prior to the change in control whether or not such
intangible property was accounted for in the Company's financial statements.
After the issuance of shares to Ms. Basu and the cancellation of 2,640,000
shares of Mr. and Mrs. Burley's Common Stock, there were 29,774,650 shares of
the Company's Common Stock outstanding. As a result of these transactions,
control of the Company shifted to Ms. Basu. Ms. Basu currently owns 25,750,000
shares (or approximately 75.8%) out of 33,960,150 shares of the Company's issued
and outstanding Common Stock.

The Company is a holding company for HBSGI. The business operations
discussed herein are conducted by HBSGI. The Company, through HBSGI, is engaged
in the business of providing medical billing services to health care providers
in the United States.

DESCRIPTION OF THE COMPANY'S FORMER BUSINESS OPERATIONS

Prior to the Acquisition of Healthcare, AutoMed, and Silver Shadow
(described above), the Company operated as a business broker, primarily
representing sellers and offering its clients' businesses for sale. The Company
limited its business to asset sale transactions and not transactions in which
businesses are sold through the sale of stock.

DESCRIPTION OF THE COMPANY'S CURRENT BUSINESS OPERATIONS

As a result of the Acquisition, discussed above, the Company operates as a
medical billing service provider which attempts to assist various health care
providers to enhance their billing functions. The Company has a diversified
market base with customers in Texas, California, Florida, New York and
Washington. The Company has developed a proprietary medical billing software
system named AutoMed. The Company has beta tested AutoMed, is currently using
AutoMed in-house for its billing services, and plans to market AutoMed
commercially in 2006. The Company expects that after AutoMed is launched, the
Company's revenues will grow over the next three to five years, as the Company
extends its billing model into the technology era, however, the Company can give
no assurances that it will see increases in revenue, when AutoMed is launched,
if ever. In addition, the Company made an investment in real estate which the
Company had rezoned for development and construction of a surgical center.
During the year, the Company transferred the real estate and construction with
historical cost of $ 488,137 and the loan associated with the real estate worth
$ 250,000 with accrued interest of $ 12,500 to the officer of the Company.

The Company, through a reimbursement account owned by its clients, bills
and collects on medical billings. The Company controls the account through which
all of the money is deposited. The Company retains a percentage of the
collection as a fee, typically 10%, and remits the balance to the client.

DESCRIPTION OF THE COMPANY'S PRINCIPAL PRODUCTS AND SERVICES

The Company is a medical reimbursement consulting firm dedicated to helping
medical practices become more efficient and save money by allowing them to
out-source their insurance processing and medical billing functions. The Company
currently provides medical billing services ("Medical Billing") to various
health care providers within the United States. The Company is in the process of
entering into another new line of business: the research, development and
marketing of its proprietary medical billing software ("AutoMed").

The Company's traditional core competency is Medical Billing. The Company
conducts the Medical Billing line of business through its Delaware subsidiary,
Healthcare Business Services Groups, Inc. With Medical Billing, the Company has
a successful track record of assisting various health care providers to
successfully enhance their billing function. The Company also continues to
increase relationships with physicians and medical specialty practices around
the country to provide its Medical Billing services. The Company believes
that the automated AutoMed line of business will provide higher margins to the
Company's overall business operations.

COMPETITIVE BUSINESS CONDITIONS

MEDICAL BILLING

Due to today's extremely competitive healthcare industry, many healthcare
providers are outsourcing their billing operations. Medical billing services
exist to help healthcare providers better manage their medical practices. These
services relieve medical professionals of tedious detail work, but rarely do
they offer a means to substantially maximize the medical practice's bottom line.

Medical billing companies generally gather patient information and billing
details from a physician or clinic and submit these details to insurance
carriers for payment. A billing company may also submit statements to a patient
for payment of the patient's portion. The Company distinguishes itself from
thousands of other billing agencies in the industry as a customized billing
agency and a "one-stop shopping" service for all medical practice administrative
functions. The Company considers its medical billing service to be the key to
its clients getting paid efficiently and quickly by private and government
administered insurance companies.

The Company provides a customized medical billing service that can be fine
tuned to any medical practice or specialty. The Company provides a wide range
of billing services including:

- Delinquent account management
- Surgery center setup and management
- Assessment of practice cash flow
- Practice management
- Health Maintenance Organization (HMO), Preferred Provider Organization
(PPO) and capitation contract management
- Business Auditing

The medical billing business is labor intensive; however, the Company
believes that its clients collect more revenue than they otherwise would collect
without the Company's services. Due to this benefit to its clients, Healthcare
has experienced continued growth since its inception in 1990. By outsourcing
the medical billing function, the Company believes that its clients have been
able to maximize their return from insurance carriers, and to allocate their
office staff capacity to more crucial tasks.

Electronic submission of insurance claims provides cost savings and
decreases in payment time over traditional paper based submissions. These
factors have made electronic submission much more appealing to clients and have
sparked a growing demand. Potential users of electronic submission include
family practice, internal medicine, surgeons, psychologists, chiropractors,
physical therapists, podiatrists, specialists, ambulance services, medical
laboratories, ambulatory surgery centers and hospitals. In order to service
this growing demand, the Company has developed AutoMed (discussed below) which
it has installed, and is currently beta testing, with several of its existing
Medical Billing clients.

AUTOMED

The Company initially designed AutoMed to satisfy its custom medical
billing needs. The Company began implementing AutoMed in the Company's Medical
Billing line of business in July 2003. The Company has been using AutoMed since
October 2003 for all new medical billing. The Company intends to use AutoMed
for other aspects of medical office management as well, as discussed below. The
Company is currently beta testing certain aspects of AutoMed at existing medical
billing clients and developing certain other aspects of AutoMed.

DEPENDENCE ON ONE OR A FEW CUSTOMERS

The Company has approximately 12 customers throughout the United States.
Its largest customer is Dr. Grewal, an anesthesiologist and pain management
specialist. The Company generates approximately 30% of its revenues from the
services that it provides to such doctor, and as a result, the doctor is the
Company's largest client. Dr. Grewal is currently a Director of the Company. The
Company's relationship with Dr. Grewal is discussed in more detail below under
the heading "Certain Relationships and Related Transactions."

NEED FOR GOVERNMENTAL APPROVAL AND THE EFFECTS OF REGULATIONS

The Company offers medical business services which are subject to the
compliance requirements of the Health Insurance Portability and Accountability
Act ("HIPPA") and the billing guidelines of the Health Care Financing
Administration ("HCFA"). As a result, Medical Billing and AutoMed are subject to
government regulation and government approval. The Company is also subject to
various federal laws regarding the development of Surgery Centers as well as
state and local zoning laws and potentially state and local laws governing the
need for such facilities.

RESEARCH & DEVELOPMENT OVER THE PAST TWO YEARS

The Company has spent less than 10% of its time during the last two years
on research and development. The Company has generated a predominate portion of
its business through word of mouth.

EMPLOYEES

The Company has a total of 13 full-time employees, none of which are
members of any union in connection with the Company's operations. The Company
may hire four to five employees in the next twelve months, if the need for
additional employees arises.

ITEM 2. DESCRIPTION OF PROPERTY

The Company currently leases office space in Upland, California;. The
Upland lease is being extended through November 2006. The Company pays $3,337
per month for 3,800 square feet of office space in Upland, California.

ITEM 3. LEGAL PROCEEDINGS

On September 20, 1999, Mohammad Tariq, MD was granted a default judgment in
the District Court of Collin County, Texas, 380th Judicial District in the
amount of $280,835.10, plus prejudgment and post-judgment interest against
Healthcare Business Services Group, Inc. As of the filing of this Report,
Healthcare has not paid any money with respect to such default judgment. The
default judgment relates to a contract for billing services between Healthcare
and Dr. Tariq entered into in 1996. After termination of the contract, Dr. Tariq
requested an accounting of the amounts collected from his patients by Healthcare
in connection with the billing services. In July 1999, Healthcare sent an
accounting to Dr. Tariq in the amount of $275,355 collected, $42,512 charged by
Healthcare as its fee, and $222,298 paid to Dr. Tariq. On September 22, 1999,
Healthcare received notice of the default judgment. Although Healthcare has not
taken legal steps to defend itself against the default judgment, Healthcare
claims to have not received proper notice from Dr. Tariq of a civil action. To
the best of Healthcare management's knowledge, Dr. Tariq has not sought to
enforce the judgment as of the filing of this Report.

On July 11, 2002, Kamran Ghadimi ("Ghadimi") initiated a lawsuit against
the Company and others in the Superior Court of California, County of San
Bernardino, Case No. RCV 064904, styled Kamran Ghadimi v. Chandana Basu, et al.
The complaint alleges that the Company, the Company's President, Ms. Basu, and
Alta Vista Billing Service For Complex Medical Care, Inc., which is 100% owned
by Ms. Basu improperly withheld monies from Ghadimi, and seeks in excess of
60,000 from the Company and Ms. Basu. The Complaint alleges, among others,
claims for breach of contract and breach of fiduciary duty. Ghadimi seeks
compensatory and punitive damages, prejudgment interest, costs and attorney's
fees. The Company refutes Ghamadi's claims and has filed a counterclaim
alleging, among others, claims for breach of contract and misappropriation of
trade secrets. The counterclaim seeks compensatory and punitive damages,
prejudgment interest, costs and attorney's fees in an unspecified amount.
The trial is set for May 22, 2006.

In January 2004, Leonard J. Soloniuk, M.D. ("Soloniuk") initiated an
arbitration against the Company with the American Arbitration Association, Case
No. 72 193 00102 04 TMS, styled Leonard J. Soloniuk, M.D. v. HBSG. The complaint
alleges that the Company failed to properly bill and collect fees, intentionally
miscoded bills, intentionally withheld collection proceeds due to Soloniuk,
breached its billing agreement and otherwise engaged in fraudulent conduct.
Soloniuk seeks damages in the range of $250,000 to $500,000. The Company refutes
Soloniuk's claims and has filed a counterclaim asserting claims for breach of
contract, breach of confidence, intentional misrepresentation and negligent
misrepresentation. The Company seeks damages in an approximate range of $75,000
to $100,000. By agreement, the Company is supposed to receive all collections
for which it billed and then pay client its share pursuant to the fee agreement.
At the time of dispute the total amount of billings was approximately $1
million. The client changed addresses to insurance companies and started to
receive collections directly from the insurance companies and do its own
billings to patients while under contract with the Company. In addition, the
client did not provide an accounting to the Company nor pay the Company its due
share. Hearing in this matter was held in February 2006. Post-hearing briefs
were submitted to the arbitrator in March 2006 and the closing statements were
held on March 30, 2006.In decision dated April 5, 2006,the arbitrator awarded
Soloniuk $ 275,000 against the Company as well as interest accruing from June 1,
2006 at rate of ten percent per annum on the unpaid balance. The arbitrator
further ordered the Company to reimburse arbitration costs in amount of $ 1,875.
The Company filed motion to vacate this judgement.

In May 2004, Sanjiv Jain, M.D. and Shubba Jain, M.D. (the "Jains")
initiated an arbitration against the Company and others with the American
Arbitration Association, Case No. 72 193 00578 04 MACR, styled Sanjiv Jain,
M.D., et all. v. HBSG, et. al. The complaint alleges that the Company, its
president and certain affiliated companies, improperly withheld medical billing
payments from Jains. The complaint alleges among other things, claims for breach
of contract and conversion. The Jains seek compensatory damages of approximately
$200,000, punitive damages, prejudgment interest, costs and attorneys' fees.
During the period, the Company entered into the settlement. The Company has
accrued $ 48,082 in the financials. The settlement provides for payment of $
22,000. The Company recorded $ 26,082 as medical billing income on the
financials. The Company has paid $ 12,000 towards the settlement as of December
31, 2005.

On July 12, 2004, Nimish Shah, M.D. d/b/a New Horizon Medical, Inc. ("New
Horizon") initiated a lawsuit against the Company in the Superior Court of
California, County of Los Angeles, Case No. VC 042695, styled New Horizon
Medical, Inc. v. Chandana Basu, et al. The complaint raises a claim for breach
of contract against the Company . The complaint alleges that the Company failed
to remit sums due to New Horizon. On April 8, 2005, the court dismissed the
action and referred it to arbitration. Since May 2005, there have been a number
of telephonic conferences held with the assigned arbitrator. Each of these calls
has focused on the voluntary exchange of insurance payment records by the
parties. In connection with arbitration,the Company has claimed against New
Horizon the compensatory damages in the amount of $75,000 (subject to
amendment), prejudgment interest, costs and attorneys' fees in an unspecified
amount. New Horizon has not submitted a cross-complaint against the Company for
the breach of contract alleging that there is substantial discrepancy between
the amounts of bills provided by New Horizon to the Company, for the purpose of
securing payment from various insurance companies, and the funds actually
received from the Company. New Horizon contends that the there are amounts in
controversy of around $ 1,000,000. The Company has denied the allegations. The
matter is in its initial stages.

In November 2004, the law firm of Gibson, Dunn & Crutcher LLP ("GD&C"),
initiated an arbitration action against the Company and Ms. Basu with the
American Arbitration Association, Case No. 72 194 0251 04 JEWE, styled Gibson,
Dunn & Crutcher v. HBSG, et. al. GD&C's demand for arbitration alleges that the
Company and its president owe the firm approximately $79,000 in upaid legal fees
in connection with its defense of the Ghadami matter described above. On May 5,
2005, GD&C and the Company tentatively agreed to settle all of GD&C's claims in
return for a payment of $30,000 from the Company.

From time to time, we may become party to litigation or other legal
proceedings that we consider to be a part of the ordinary course of our
business. Other than the legal proceedings listed below, we are not currently
involved in legal proceedings that could reasonably be expected to have a
material adverse effect on our business, prospects, financial condition or
results of operations. However, we may become involved in material legal
proceedings in the future.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 12, 2004 the majority shareholder of the Company ("Majority
Shareholder") pursuant to a written consent to action without meeting, voted to
repeal the Company's current Bylaws and to adopt amended Bylaws to take its
place. The action was approved by 25,150,000 shares, which at that time
represented 84.5% of the Company's outstanding Common Stock, which were voted
solely by the Company's Majority Shareholder.

On November 12, 2004, the Majority Shareholder pursuant to a written
consent to action without a meeting of the shareholders, voted to remove Dr.
Thomas Guthrie as a director of the Company and to appoint Chandana Basu as a
Director of the Company to fill the vacancy left on the board.

On January 7, 2005, the Majority Shareholder pursuant to a written consent
to action without a meeting of the shareholders, instructed the officers to take
whatever action necessary to amend the Company's Articles of Incorporation to
reflect a name change to "Healthcare Business Services Groups, Inc."

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

"Bid" and "asked" offers for the common stock are listed on the NASDAQ
OTC-Bulletin Board published by the National Quotation Bureau, Inc. below are
the high and low bid prices for the Company's Common Stock for the past two (2)
fiscal years. Prior to January 12, 2005, the Company's trading symbol was
"WFLD," however in connection with the Company's change in business focus and
name change, the Company's securities began trading under the symbol "HBSV," on
January 12, 2005.

The following table sets forth the high and low bid prices for the
Company's common stock for the periods indicated as reported by the NASDAQ
OTC-Bulletin Board. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

BID PRICES
QUARTER ENDED HIGH LOW
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December 31, 2005 0.20 0.17
September 30, 2005 0.13 0.11
June 30, 2005 0.15 0.11
March 31, 2005 0.07 0.06

There were 71 holders of record of the common stock as of April 11, 2006.
The Company has never paid a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends to reinvest in its business operations any funds that could be used to
pay a cash dividend. The Company's common stock is considered a "penny stock" as
defined in the Commission's rules promulgated under the Exchange Act. In
general, a security which is not quoted on NASDAQ or has a market price of less
than $5.00 per share where the issuer does not have in excess of $2,000,000 in
net tangible assets (none of which conditions the Company meets) is considered a
penny stock. The Commission's rules regarding penny stocks impose additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
persons with net worth in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rules, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Thus the Rules affect the ability of broker-dealers to sell the
Company's shares should they wish to do so because of the adverse effect that
the Rules have upon liquidity of penny stocks. Unless the transaction is exempt
under the Rules, under the Securities Enforcement Remedies and Penny Stock
Reform Act of 1990, broker-dealers effecting customer transactions in penny
stocks are required to provide their customers with (i) a risk disclosure
document; (ii) disclosure of current bid and ask quotations if any; (iii)
disclosure of the compensation of the broker-dealer and its sales personnel in
the transaction; and (iv) monthly account statements showing the market value of
each penny stock held in the customer's account. As a result of the penny stock
rules the market liquidity for the Company's securities may be severely
adversely affected by limiting the ability of broker-dealers to sell the
Company's securities and the ability of purchasers of the securities to resell
them.

RECENT SALES OF UNREGISTERED SECURITIES

During the year, the Company issued 905,000 restricted Common Shares to
various consultants valued at $117,255 for business consulting and advisory
services. The Company has expensed $ 65,644 and has recorded the prepaid
consulting expenses of $ 51,611 based on the term of the consulting agreements.
The prepaid consulting expenses will be amortized over the term of the
consulting contracts.

During the year, the Company issued 600,000 to the officer of the Company
pursuant to her employment agreement valued at $ 42,000. The Company has 400,000
shares to be issued to the officer valued at $28,500 as of December 31, 2005.

During the year, the Company issued 15,000 shares for cash amounting to $
5,000.

During the year, the Company entered into a settlement agreement for the
payment of the note by authorizing the payment of $ 100,000 in cash and issuance
of 1,500,000 restricted shares of the Company. The Company paid $ 43,500 in cash
during the year. The Company valued the shares based on the market value of the
shares on agreement date. The shares have been valued at $ 150,000.

The Company sold 15,000 shares to an investor in consideration for $5,000
(or $0.33 per share) in the year ended December 31, 2004. While the Company has
received the $5,000 in connection with the purchase of these shares, the Company
has not issued the shares to the investor as of the date of this report. The
Company plans to claim an exemption from registration afforded by Section 4(2)
of the Act for this issuance, since the foregoing issuance will not involve a
public offering, the recipient will take the shares for investment and not
resale and the Company will take appropriate measures to restrict transfer. No
underwriters or agents will be involved in the foregoing issuance and no
underwriting discounts or commissions will be paid by the Company.

In December 2004, the Company issued an aggregate of 665,500 shares of the
Company's restricted Common Stock to Twenty-Eight (28) in consideration for
general business and consulting services provided to the Company. The Company
claims an exemption from registration for these issuances afforded by Rule 506
of the Securities Act of 1933.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains forward looking statements within the meaning of
Section 27a of the Securities Act of 1933 and Section 21e of the Securities
Exchange Act of 1934. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or anticipated results, including those set forth under
"Risk Factors" in this Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this report. The following
discussion and analysis should be read in conjunction with "Selected Financial
Data" and the Company's financial statements and notes thereto included
elsewhere in this report.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2005 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2004

The Company's revenues decreased $102,020, to $1,565,262 for the year ended
December 31, 2005, compared to $1,667,282 for the year ended December 31, 2004.
This decrease was mainly attributable to decrease in the collections from the
customers.

The Company's total operating expenses decreased $ 596,435 to $2,799,647
for the year ended December 31, 2005, compared to $3,396,083 for the year ended
December 31, 2004. This decrease consisted of a decrease of general and
administrative expenses of $ 533,845, to $1,813,102 from $2,346,946, an increase
in officer compensation of $ 220,500, to $670,500 from $450,000 for the previous
year, an increase in depreciation and amortization expense of $26,489, to
$101,347 from $74,858 , and a decrease in consulting fees of $309,580, to
$214,698 for the year ended December 31, 2005, from $524,278 for the year ended
December 31, 2004.

The Company had a loss from operations of $ 1,234,385 for the year ended
December 31, 2005, compared to a loss from operations of $1,728,801 for the year
ended December 31, 2004. The decrease in a loss from operations was due mainly
to the decrease in general and administrativeexpenses and consulting fees.

The Company had a net increase in interest expense of $ 16,525 to $ 80,559
for the year ended December 31, 2005, from $64,034 for the year ended December
31, 2004. The Company had no beneficial conversion feature expense for the year
ended December 31, 2005, compared to $83,333 for the year ended December 31,
2004. The Company recorded gain from sale of land to the officer for $ 261,863
for the year ending December 31, 2005.

The Company had a loss before taxes of $ 1,026,999 for the year ended
December 31, 2005 as compared to 1,876,168 for the year ended December 31, 2004

The Company had provision of income taxes of $2,400 for the years ended
December 31, 2005 and 2004.

The Company had a net loss of $ 1,029,399 for the year ended December 31,
2005 as compared to net loss of 1,878,568 for the year ended December 31, 2004,
The decrease in net loss was mainly attributable to the Company's decrease in
operating expenses And reduction in consulting expenses paid through issuance of
stock.

LIQUIDITY AND CAPITAL RESOURCES

The Company had total assets of $ 502,534 as of December 31, 2005, which
included total current assets of $307,581, consisting of cash and cash
equivalents of $303,123 and due from officer of $4,458; net property and
equipment of $ 63,999, consisting of office and computer equipment of $ 124,966
and furniture and fixtures of $89,869, less accumulated depreciation of
$150,836; ; intangible asset, consisting of the Company's website technology
costs of $127,304; and deposits of $3,650.

The Company had total liabilities of $2,567,590, as of December 31, 2005,
all consisting of current liabilities, which included accounts payable and
accrued expenses of $1,266,994, accrued officer compensation of $ 996,
litigation accrual of $675,747 in connection with the Company's pending legal
proceedings (see "Item 3. Legal Proceedings," above), line of credit of
$113,692, notes payable of $ 453,661, and due on settlement of loan of $ 56,500

The Company had negative working capital of $ 2,264,467 and an accumulated
deficit of $ 2,925,008, as of December 31, 2005.

The Company had net cash used in operating activities of $ 212,807, for the
year ended December 31, 2005, consisting of net loss of ($ 1,029,399),
depreciation and amortization adjustment of $ 101,347, adjustment for issuance
of shares for service of $ 65,644, issuance of shares for compensation $ 70,500
gain from sale of land $ 261,863 decrease in other assets of $685, and increase
in current liabilities of $ 866,361.

The Company had net cash used in investing activities of $ 21,512,
consisting solely of acquisition of property and equipment of 21,512, for the
year ended December 31, 2005.

The Company had net cash provided by financing activities of $ 293,838 for
the year ended December 31, 2005, consisting of proceeds from note payable of
$333,463, payment of notes payable of 43,500 and proceeds from line of credit of
$ 13,357, payment of capital lease obligation of $ 10,024 and issuance of shares
for cash for $ 5,000.

The cash flow statements do not include the following non-cash investing
and financing activities.

The Company has two revolving lines of credit from two financial
institutions for $50,000 and $75,000. The credit lines are unsecured and bear an
annual interest rate of 10.75% and 16.24%, respectively. The credit lines are
personally guaranteed by the CEO of the Company. The Company has borrowed
$40,127 and $ 73,565 from the credit lines as of December 31, 2005.

In April 2004, the Company entered into a $250,000 convertible note payable
for financial and business advisory services with GoPublicToday.com. The note
bears interest at 4% per year and was due in April 2005. The Company failed to
pay the outstanding balance before April 2005 and as a result the note is
convertible at 50% of the market price of the Company's common stock when
converted, however the note holder has notified the Company that it does not
want to convert the note into shares of the Company's Common Stock, but would
like to be paid the entire amount of the defaulted note.

During the period, the Company entered into a settlement agreement for the
payment of the note by authorizing the payment of $ 100,000 in cash and issuance
of 1,500,000 restricted shares of the Company. The Company valued the shares
based on the market value of the shares on agreement date. The Company paid $
43,500 in cash during the period. The Company recorded gain of $ 26,082 on
settlement of the note. As of December 31, 2005 the outstanding balance on cash
portion of settlement was $ 56,500

In November 2004, the Company entered into a convertible promissory note
with Falguni Patel, MD. The Company received $350,000 from Mrs. Patel in
connection with the convertible promissory note. The note is due on November 23,
2006 and bears interest at the rate of 12% per year. The note is convertible
into shares of the Company's Common Stock at the rate of $1.00 per shares and in
the case of an event of default can be converted at the rate of 50% of the
market value, with the conversion price of the note not to exceed $0.50 per
share when in default. The payment of the note is guaranteed by the Company and
Chandana Basu, who provided Mrs. Patel a security interest in all of the issued
and outstanding Common Stock of the Company held by Ms. Basu.

The Company does not have any commitments or identified sources of additional
capital from third parties or from its officers, directors or majority
shareholders. There is no assurance that additional financing will be available
on favorable terms, if at all. If the Company is unable to raise such additional
financing, it would have a materially adverse effect upon the Company's ability
to implement its business plan and may cause the Company to curtail or scale
back its current operations.

The Company has an unsecured term loan of $78,414, with the outstanding
principal and interest, earning 9.5% interest per year, received February 2004
and due January 31, 2005, an equipment loan of $35,271, received May 2003, with
interest and principal due April 2008, which is unsecured and earns interest at
the rate of 14% per year, The Company's note payable for services was entered
into in April 2004, in connection with financial advisory services and is due
April 2005 unless the Company receives $3,000,000 in funding at which time the
note will be payable immediately. The note bears interest at 4% per year and is
unsecured. The note and accrued interest are convertible into the Company's
Common Stock at 75% of the market price when converted.

RISK FACTORS

WE NEED A SUBSTANTIAL AMOUNT OF ADDITIONAL FINANCING.

In addition to its continued medical billing operation, the Company has
planned to begin marketing AutoMed. =.e Company believes that it can satisfy the
current cash requirements for Medical Billing, if the Company maintains its
operations as they are currently. The Company needs to raise $4 to $5 million of
additional financing to implement its business plan with respect to AutoMed .
The Company anticipates the need for approximately $2.5 million of financing for
its planned surgery center, $500,000 for Medical Billing and $1 million for the
development of its AutoMed. The Company intends to raise the additional capital
in one or more private placements. The Company does not have any commitments or
identified sources of additional capital from third parties or from its
officers, directors or majority shareholders. There is no assurance that
additional financing will be available on favorable terms, if at all. If the
Company is unable to raise such additional financing, or accepts financing on
unfavorable terms to the Company, it could have a materially adverse effect upon
the Company's ability to implement its business plan with respect to AutoMed,
and may force the Company to curtail or scale back its current Medical Billing
operations.

WE PAY A SUBSTANTIAL SALARY TO OUR CHIEF EXECUTIVE OFFICER AND TREASURER.

Chandana Basu, our Chief Executive Officer and Treasurer, receives the
substantial amount of $50,000 per month (or $600,000 per year) for her services,
which includes approximately $5,000 of salary and a minimum bonus of $45,000
each month. Ms. Basu also serves as the Chief Executive Officer and President of
AutoMed, and the manager of Silver Shadow, both wholly-owned subsidiaries of the
Company. The Company does not have an employment agreement with Ms. Basu;
however, the Company expects to continue to pay Ms. Basu such salary or more for
the foreseeable future. The amount of salary that Ms. Basu receives relative to
the Company's revenue and other expenses reduces the likelihood that the Company
will make a profit, and increases the possibility that the Company be forced to
curtail or abandon its business plan in the future if the Company fails to raise
additional capital.

WE MAY NOT BE ABLE TO COMPLETE THE DEVELOPMENT OF AUTOMED AS A STAND-ALONE,
COMMERCIALLY VIABLE PRODUCT.

The Company is currently developing additional features for AutoMed with
the intent that the AutoMed software package will be used for medical office
management. The Company intends to make the AutoMed software applications
available based on what the Company calls "one-stop shopping." The Company
intends for a medical practice to be able to customize AutoMed based on the
particular needs of each medical specialization, office or hospital. The Company
is currently using AutoMed to perform the medical billing function for some of
its existing Medical Billing clients. Further development will be required
before AutoMed is commercially viable as a stand-alone product for its intended
use for medical office management. There is no assurance that the Company will
complete the development. In the event that the Company does not complete the
development of AutoMed as a stand-alone, commercially viable product, the
Company will not generate revenue from AutoMed unless the Company charges an
additional fee for AutoMed in connection with Medical Billing. The failure to
develop AutoMed would have a materially adverse effect on the Company's
potential for future revenues and as a result, the value of the Company's
securities would likely decrease in value.

A SUBSTANTIAL AMOUNT OF OUR REVENUES COME FROM TWO MAIN CLIENTS.

For the year ended December 31, 2005, the Company received approximately
70% of its revenue, or $1,095,683, from two major clients. For the year ended
December 31, 2004, the Company received approximately 56% of its revenue, or $
1,009,438, from two major clients. If the Company were to lose any or all of
these three clients, it would have a materially adverse effect on the Company's
revenue, and if the Company is unable to gain a new large client to take its
place, of a sufficient number of smaller clients to take the place of the major
client or clients who are lost, the Company could be forced to abandon or
curtail its business plan.

WE MAY NOT BE ABLE TO DEVELOP A MARKET FOR AUTOMED IN THE EVENT THAT WE ARE
ABLE TO RAISE ENOUGH MONEY TO MARKET AUTOMED.

Assuming that the Company completes development of the AutoMed software as
a stand-alone, commercially viable product, the Company plans to market AutoMed
as a "one-stop shopping" solution for medical office management. The Company
plans to charge $50,000 per installation for a single user and one computer.
Currently the Company generates no revenue through AutoMed. The extent to which
AutoMed gains acceptance, if any, will depend, in part, on its cost
effectiveness and performance as compared to conventional means of office
management, as well as known or unknown alternative software packages. If
conventional means of office management or alternative software packages are
more cost-effective or outperform AutoMed, the demand for AutoMed may be
adversely affected. Additionally, the Company anticipates the need for
approximately $1 million to begin marketing AutoMed. The failure of the Company
to raise an additional $1 million in financing or AutoMed to achieve and
maintain meaningful levels of market acceptance would have a material adverse
effect on the AutoMed line of business and the Company's overall business,
financial condition and results of operations, and would likely cause the value
of the Company's securities to decrease.

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our auditors have expressed an opinion that there is substantial doubt
about our ability to continue as a going concern primarily because we have a
working capital deficiency. For the year ending December 31, 2005, we had a loss
of $ 1,029,399, a working capital deficiency of $ 2,264,468, stockholders'
deficit of $ 2,065,056, an accumulated deficit of $ 2,925,008 and cash used in
operations of $212,807The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The financial
statements do not include any adjustments that might result from our inability
to continue as a going concern. Our continuation as a going concern is dependent
upon future events, including obtaining financing (discussed above) for
expansion and to implement our business plan with respect to AutoMed and Surgery
Centers. If we are unable to continue as a going concern, you will lose your
entire investment.

WE MAY FACE POTENTIAL LIABILITY IN CONNECTION WITH PENDING LEGAL
PROCEEDINGS AND ARBITRATION PROCEEDINGS WHICH HAVE BEEN BROUGHT AGAINST THE
COMPANY.

As of the filing of this report, the Company is a party to approximately
five separate legal proceedings and/or arbitration matters in which former
clients and a former law firm of the Company have brought claims against the
Company ranging from $79,000 to $2,200,000 (see "Item 3. Legal Proceedings,"
above for more description of these matters).). If the Company is unable to
settle or defend against claims made by former clients and a law firm, the
plaintiffs in those matters may obtain judgments against the Company. If this
happens Company does not have enough cash on hand to pay amount of the
judgments, which may be substantial, the Company may be forced to abandon or
curtail its business operations.

In November 2004, the Company entered into a convertible promissory note
with Falguni Patel, MD. The Company received $350,000 in connection with the
promissory note, which bears interest at the rate of 12% per year and is
convertible at $1.00 per share into shares of the Company's Common Stock. The
promissory note is also personally secured by all of the Common Stock held by
our Chief Executive Officer. If we are unable to pay the interest which accrues
on the promissory note, or we default on the note, we could be forced to curtail
or abandon our business operations. Additionally, if the Company were to default
on the promissory note, Mrs. Patel could take voting control of the Company,
since the promissory note is secured by the shares of Common Stock held by our
Chief Executive Officer, Chandana Basu, who currently holds majority voting
control of the Company. If Mrs. Patel were able to gain majority control of the
Company she could make changes in the Company's Directors and officers and/or
take the Company in a different business direction, agree to sell the assets of
the Company, or effect a merger, which may make any investment in the Company
worthless.

WE RELY ON KEY MANAGEMENT.

The success of the Company depends upon the personal efforts and abilities
of Chandana Basu. The Company faces competition in retaining Ms. Basu and in
attracting new personnel should Ms. Basu chose to leave the Company. There is no
assurance that the Company will be able to retain and/or continue to adequately
motivate Ms. Basu in the future. The loss of Ms. Basu or the Company's inability
to continue to adequately motivate her could have a material adverse effect on
the Company's business and operations.

BECAUSE MS. CHANDANA BASU OWNS 75.8% OF OUR OUTSTANDING COMMON STOCK, SHE
WILL EXERCISE CONTROL OVER CORPORATE DECISIONS THAT MAY BE ADVERSE TO OTHER
MINORITY SHAREHOLDERS.

Chandana Basu, a Director of the Company and the Company's Chief Executive
Officer and Treasurer, owns approximately 81.1% of the issued and outstanding
shares of our common stock. Accordingly, she will exercise control in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. The
interests of Ms. Basu may differ from the interests of the other stockholders
and thus result in corporate decisions that are adverse to other shareholders.

IF THERE'S A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.
If there's a market for our common stock, we anticipate that such market would
be subject to wide fluctuations in response to several factors, including, but
not limited to:

(1) actual or anticipated variations in our results of operations;
(2) our ability or inability to generate new revenues;
(3) increased competition; and
(3) conditions and trends in the medical billing industry.

Further, because our common stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price of our common stock.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates. We base our estimates on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

Going Concern.

As shown in the accompanying consolidated financial statements, The Company
had a loss of $ 1,029,399, a working capital deficiency of $ 2,264,468,
stockholders' deficit of $ 2,065,056, an accumulated deficit of $ 2,925,008 and
cash used in operations of $212,807. as of December 31, 2005. These factors,
among others, raise substantial doubt about the Company's ability to continue as
a going concern. The Company's need for working capital is a key issue for
management and necessary for the Company to meet its goals and objectives. The
Company continues to meet its obligations and pursue additional capitalization
opportunities. However, there is no assurance, that the Company will be
successful in meeting its goals and objectives in the future.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:

ITEM 7. FINANCIAL STATEMENTS

HEALTHCARE BUSINESS SERVICES GROUPS INC.
AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005

HEALTHCARE BUSINESS SERVICES GROUPS INC.
AND SUBSIDIARIES
(FORMERLY KNOWN AS WINFIELD FINANCIAL GROUP, INC.)

CONTENTS
--------

PAGE F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE F-2 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005

PAGE F-3 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2005 AND 2004

PAGE F-4 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

PAGE F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2005 AND 2004

PAGES F-6 - F-22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT
----------------------------

To the Board of Directors of:
Healthcare Business Services Groups Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Healthcare
Business Services Groups Inc. and subsidiaries as of December 31, 2005, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for the years ended December 31, 2005 and 2004. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Healthcare Business
Services Groups Inc. and subsidiaries as of December 31, 2005 and the results of
its operations and its cash flows for the years ended December 31, 2005 and 2004
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. As discussed in Note 13 to the consolidated financial statements, the
Company had a loss of $ 1,029,399, a working capital deficit of $ 2,264,467,
stockholders' deficit of $ 2,065,056, an accumulated deficit of $ 2,925,008 and
cash used in operations of $ 212,807. These factors raise substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 13. The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Kabani & Company, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
March 24, 2006

F-1

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(formerly Winfield Financial Group, Inc.)
CONSOLIDATED BALANCE SHEET
December 31, 2005

ASSETS

CURRENT ASSET
Cash & cash equivalents $ 303,123
Receivable from officer 4,458
--------------
Total current assets 307,581

PROPERTY AND EQUIPMENT, net 63,999

INTANGIBLE ASSET, net
Website technology costs, net 127,304

DEPOSITS 3,650
--------------
$ 502,534
==============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,266,994
Litigation Accrual 675,747
Accrued officer compensation 996
Lines of credit 113,692
Notes payable 453,661
Due on settlement of loan 56,500
--------------
Total current liabilities 2,567,590

COMMITMENTS & CONTINGENCIES -

STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; Authorized shares 5,000,000,
none issued and outstanding -
Common stock, $0.001 par value; Authorized shares 50,000,000,
33,960,150 shares issued and outstanding 33,960
Additional paid in capital 849,103
Prepaid Consulting (51,611)
Shares to be issued 28,500
Accumulated deficit (2,925,008)
--------------
Total stockholders' deficit (2,065,056)
--------------
Total Liabilities and stockholders' Deficit $ 502,534
==============

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

F-2

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(formerly Winfield Financial Group, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED
DECEMBER 31
2005 2004
------------ ------------

NET REVENUES $ 1,565,262 $ 1,667,282

OPERATING EXPENSES
General and administrative expenses 1,813,102 2,346,947
Officer Compensation 670,500 450,000
Depreciation and amortization 101,347 74,858
Consulting fees 214,698 524,278
------------ ------------
Total operating expenses 2,799,647 3,396,083
------------ ------------
LOSS FROM OPERATIONS (1,234,385) (1,728,801)

Non-operating expense:
Gain on sale of land 261,863 -
Interest expense (80,559) (64,034)
Beneficial conversion feature expense - (83,333)
Other Income 26,082 -
------------ ------------
LOSS BEFORE INCOME TAXES (1,026,999) (1,876,168)

Provision for income taxes 2,400 2,400
------------ ------------
NET LOSS $(1,029,399) $(1,878,568)
============ ============

------------ ------------
BASIC & DILUTED NET LOSS PER SHARE $ (0.03) $ (0.06)
============ ============

BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF ------------ ------------
COMMON STOCK OUTSTANDING 31,559,126 29,820,184
============ ============

* Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is anti-dilutive.

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

F-3

HEALTHCARE BUSINESS SERVICES GROUPS INC.
(formerly Winfield Financial Group, Inc.)
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Year ended December 31, 2005

Total
Common Paid in Prepaid Shares Accumulated Shareholders
Description Shares Amount Capital Consulting to be Issued Deficit Equity (Deficit)
--------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2003 1,000 $ 1,000 $ 9,000 $ - $ - $ (4,964) $ 5,036

Recapitalization on
reverse acquisition 29,773,650 28,774 (28,775) - - (12,077) (12,078)
--------------------------------------------------------------------------------------------------
Balance - May 7, 2004,
after recapitalization 29,774,650 29,774 (19,775) (17,041) (7,042)

Issuance of shares
to employees 153,000 153 69,697 - - - 69,850
Issuance of shares to
directors 150,000 150 67,350 - - - 67,500
Issuance of shares
to consultants 862,500 863 337,263 - - - 338,126
Beneficial conversion
feature - - 83,333 - - - 83,333
Net loss - - - - - (1,878,568) (1,878,568)

Balance, --------------------------------------------------------------------------------------------------
December 31, 2004 30,940,150 30,940 537,868 - - (1,895,609) (1,326,801)

Issuance of shares
to consultants 905,000 905 116,350 (51,611) - - 65,644
Issuance of shares
to employees 600,000 600 41,400 - 28,500 - 70,500
Shares issued for
settlement of the note 1,500,000 1,500 148,500 - - - 150,000
Issuance of shares
for cash 15,000 15 4,985 - - - 5,000
Net loss - - - - - (1,029,399) (1,029,399)
Balance, --------------------------------------------------------------------------------------------------
December 31, 2005 33,960,150 $ 33,960 $849,103 $ (51,611) $ 28,500 $(2,925,008) $(2,065,056)
==================================================================================================

The accompanying notes are an integral part of these consolidated financial
statements.
F-4

HEALTHCARE BUSINESS SERVICES GROUPS, INC.
(formerly Winfield Financial Group, Inc.)
CONSOLIDATED STATEMENT OF CASH FLOWS

For the years ended
December 31
20005 2004

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,029,399) $(1,878,568)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 101,347 74,858
Issuance of shares for service 65,644 475,476
Issuance of note payable for service - 250,000
Beneficial conversion feature expense - 83,333
Issuance of shares for compensation 70,500 -
Gain on litigation settlement (26,082) -
Gain on sale of land (261,863) -
(Increase) decrease in current assets:
Receivables - 78,306
Other assets 685 (391)
Increase in current liabilities:
Accounts payable and accrued expenses 866,361 621,880
----------- ------------
Net cash used in operating activities (212,807) (295,106)
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment (21,512) (67,699)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 333,463 543,000
Proceeds from notes payable - officer - 125,505
Proceeds from issuance of shares for cash 5,000
Payment of notes payable (43,500) (119,665)
Due from related party (4,458)
Proceeds (payment) on line of credit 13,357 56,653
Payments of capital lease obligation (10,024) -
----------- ------------
Net cash provided by financing activities 293,838 605,493
----------- ------------
NET INCREASE IN CASH & CASH EQUIVALENTS 59,519 242,688

CASH & CASH EQUIVALENTS, BEGINNING BALANCE 243,604 916
----------- ------------
CASH & CASH EQUIVALENTS, ENDING BALANCE $ 303,123 $ 243,604
=========== ============

Supplementary Information:
Cash paid during the year for:
Interest $ 15,886 $ 38,370
=========== ============
Income taxes $ - $ -
=========== ============

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

F-5

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------ -----------------------------------------------------------

(A) ORGANIZATION AND NATURE OF BUSINESS
--------------------------------------------

Healthcare Business Services Groups Inc. (herein referred to as "Healthcare" or
"Company" formerly known as Winfield Financial Group, Inc.) ("Winfield") was
formed in Delaware in December 1994. On April 23, 2004, Winfield acquired 100%
of the issued and outstanding shares of Healthcare, a Delaware corporation. As
part of the same transaction on May 7, 2004, Winfield acquired 100% of the
issued and outstanding shares of AutoMed Software Corp., a Nevada corporation
("AutoMed"), and 100% of the membership interests of Silver Shadow Properties,
LLC, a Nevada single member limited liability company ("Silver Shadow"). The
transactions are collectively referred to herein as the "Acquisition." As a
result of the Acquisition, Winfield acquired 100% of three corporations.

Winfield acquired Healthcare, AutoMed, and Silver Shadow from the sole owner, in
exchange for 25,150,000 newly issued treasury shares of the Winfield's common
stock. Immediately after these transactions, there were 31,414,650 shares of
Winfield's common stock outstanding. As a result, control of Winfield shifted
to the sole owner who owns approximately 80.0% of Winfield's common stock, and
the Company changed its name to Healthcare. Here in after all references to
Winfield refer to Healthcare, AutoMed, and Silver Shadow as a collective whole
since their various inceptions.

The merger of the Company with Healthcare Business Services Groups Inc., has
been accounted for as a reverse acquisition under the purchase method of
accounting since the shareholders of Healthcare Business Services Groups Inc.
obtained control of the consolidated entity. Accordingly, the merger of the two
companies has been recorded as a recapitalization of the Healthcare Business
Services Groups Inc., with Healthcare Business Services Groups Inc. being
treated as the continuing entity. The continuing company has retained December
31 as its fiscal year end. The historical results for the year ended December
31, 2005 include Healthcare Business Services Groups Inc. and the Company,
while the historical results for the year ended December 31, 2004 are for
Healthcare Business Services Groups Inc.

Healthcare is a medical billing service provider that for over fifteen years has
assisted various health care providers to successfully enhance their billing
function. Healthcare has a diversified market base with operations in
Providence, Rhode Island; Laredo, Texas; and Upland, California. Healthcare's
sister company, AutoMed, has developed a proprietary software system. In
addition, Healthcare's other sister company, Silver Shadow, made an investment
in real estate where Healthcare plans to construct its first surgical center and
corporate office development. During the year, the Company transferred the real
estate and construction with historical cost of $ 488,137 and the loan
associated with the real estate worth $ 250,000 with accrued interest of $
12,500 to the officer of the Company.

F-6

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Healthcare Business Services Groups
Inc. and its wholly owned subsidiary, AutoMed Software Corp. and Silver Shadow
Properties, LLC. All significant inter-company accounts and transactions have
been eliminated in consolidation. The acquisition of Healthcare Business
Services Groups Inc. on May 7, 2004, has been accounted for as a purchase and
treated as a reverse acquisition. The historical results for the year ended
December 31, 2005 include Healthcare Business Services Groups Inc. and the
Company, while the historical results for the year ended December 31, 2004 are
for Healthcare Business Services Groups Inc.

(B) USE OF ESTIMATES
--------------------

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses,
as well as certain financial statements disclosures. While management believes
that the estimates and assumptions used in the preparation of the financial
statements are appropriate, actual results could differ from those estimates.

For purposes of the cash flow statements, the Company considers all highly
liquid investments with original maturities of three months or less at the time
of purchase to be cash equivalents.

(D) REVENUE RECOGNITION
-------------------------

The Company's revenue recognition policies are in compliance with Staff
accounting bulletin SAB 104. All revenue is recognized when persuasive evidence
of an arrangement exists, the service or sale is complete, the price is fixed or
determinable and collectibility is reasonably assured. Revenue is derived from
collections of medical billing services. Revenue is recognized when the
collection process is complete which occurs when the money is collected.

License Revenue - The Company recognizes revenue from license contracts when a
non-cancelable, non-contingent license agreement has been signed, the software
product has been delivered, no uncertainties exist surrounding product
acceptance, fees from the agreement are fixed and determinable and collection is
probable. Any revenues from software arrangements with multiple elements are
allocated to each element of the arrangement based on the relative fair values
using specific objective evidence as defined in the SOPs. If no such objective
evidence exists, revenues from the arrangements are not recognized until the
entire arrangement is completed and accepted by the customer. Once the amount of
the revenue for each element is determined, the Company recognizes revenues as
each element is completed and accepted by the customer. For arrangements that
require significant production, modification or customization of software, the
entire arrangement is accounted for by the percentage of completion method, in
conformity with Accounting Research Bulletin ("ARB") No. 45 and SOP 81-1.

F-7

Services Revenue - Revenue from consulting services is recognized as the
services are performed for time-and-materials contracts and contract accounting
is utilized for fixed-price contracts. Revenue from training and development
services is recognized as the services are performed. Revenue from maintenance
agreements is recognized ratably over the term of the maintenance agreement,
which in most instances is one year.

(E) PREPAID CONSULTING
------------------------

During the year, the Company issued 905,000 restricted Common Shares to various
consultants valued at $117,255 for business consulting and advisory services.
The Company has expensed $ 65,644 and has recorded the prepaid consulting
expenses of $ 51,611 based on the term of the consulting agreements. The prepaid
consulting expenses will be amortized over the term of the consulting contracts.

(F) PROPERTY AND EQUIPMENT
-----------------------------

Property and equipment is stated at cost. Additions are capitalized and
maintenance and repairs are charged to expense as incurred. Gains and losses on
dispositions of equipment are reflected in operations. Depreciation is provided
using the straight-line method over the estimated useful life of the assets from
three to seven years. Expenditures for maintenance and repairs are charged to
expense as incurred.

(G) SOFTWARE DEVELOPMENT COSTS
---------------------------------

The Company has adopted Statement of Position 98-1 ("SOP 98-1") "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use", as its
accounting policy for internally developed computer software costs. Under SOP
98-1, computer software costs incurred in the preliminary development stage are
expensed as incurred. Computer software costs incurred during the application
development stage are capitalized and amortized over the software's estimated
useful life.

(H) IMPAIRMENT OF LONG-LIVED ASSETS
---------------------------------------

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business." The Company periodically evaluates the carrying value of long-lived
assets to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated

F-8

to be generated by those assets are less than the assets' carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.

(I) STOCK-BASED COMPENSATION
------------------------------

The Company 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 to non-employees and consultants is based upon the value of the services
received or the quoted market price, whichever value is more readily
determinable. The Company accounts for stock options and warrants issued to
employees under the intrinsic value method. Under this method, the Company
recognizes no compensation expense for stock options or warrants granted when
the number of underlying shares is known and the exercise price of the option or
warrant is greater than or equal to the fair market value of the stock on the
date of grant. As of December 31, 2004, there were no options or warrants
outstanding.

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation-Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results. The adoption of SFAS No. 148 did not have a material affect on the net
loss of the Company.

(J) INCOME TAXES
------------------

The Company accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ('Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.

(K) BASIC AND DILUTED NET LOSS PER SHARE
-----------------------------------------------

Net loss per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the beginning

F-9

of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period. Weighted average number of shares used to compute basic and diluted
loss per share is the same since the effect of dilutive securities is
anti-dilutive.

(L) FAIR VALUE OF FINANCIAL INSTRUMENTS
--------------------------------------------

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments" requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate that value. For purposes of this disclosure, the fair value of a
financial instrument is the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced sale or
liquidation. The carrying amounts of the Company's accounts and other
receivables, accounts payable, accrued liabilities, factor payable, capital
lease payable and notes and loans payable approximates fair value due to the
relatively short period to maturity for these instruments.

(M) CONCENTRATIONS OF RISK
-----------------------------

Financial instruments which potentially subject the Company to concentrations of
credit risk are cash and accounts receivable. The Company places its cash with
financial institutions deemed by management to be of high credit quality. The
amount on deposit in any one institution that exceeds federally insured limits
is subject to credit risk. All of the Company's revenue and majority of its
assets are derived from operations in Unites States of America.

(N) REPORTING SEGMENTS
------------------------

Statement of financial accounting standards No. 131, Disclosures about segments
of an enterprise and related information (SFAS No. 131), which superseded
statement of financial accounting standards No. 14, Financial reporting for
segments of a business enterprise, establishes standards for the way that public
enterprises report information about operating segments in annual financial
statements.

Healthcare is a medical billing service provider. Healthcare's sister company,
AutoMed, has developed a proprietary software system. In addition, Healthcare's
other sister company, Silver Shadow, made an investment in real estate where
Healthcare plans to construct its first surgical center and corporate office
development.

There has been very insignificant activity in Automed and Silver Shadow. Hence
the Company has determined it has only one segment.

(O) COMPREHENSIVE INCOME
--------------------------

Statement of financial accounting standards No. 130, Reporting comprehensive
income (SFAS No. 130), establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity, except those resulting from

F-10

investments by owners and distributions to owners. Among other disclosures,
SFAS No. 130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in financial statements that are displayed with the same prominence as other
financial statements.

(P) RECLASSIFICATIONS
----------------------

For comparative purposes, prior years' consolidated financial statements have
been reclassified to conform to report classifications of the current year.

(Q) NEW ACCOUNTING PRONOUNCEMENTS
------------------------------------

In March 2006 FASB issued SFAS 156 'Accounting for Servicing of Financial
Assets' this Statement amends FASB Statement No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:

1. Requires an entity to recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial
asset by entering into a servicing contract.

2. Requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable.

3. Permits an entity to choose 'Amortization method' or Fair value
measurement method' for each class of separately recognized servicing
assets and servicing liabilities:

4. At its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights, without calling into question the
treatment of other available-for-sale securities under Statement 115,
provided that the available-for-sale securities are identified in some
manner as offsetting the entity's exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to
subsequently measure at fair value.

5. Requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately
recognized servicing assets and servicing liabilities.

An entity should adopt this Statement as of the beginning of its first fiscal
year that begins after September 15, 2006. Management believes that this
statement will not have a significant impact on the financial statement.

F-11

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes a
requirement to evaluate interest in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principle and requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless this would be
impracticable. This statement also makes a distinction between "retrospective
application" of an accounting principle and the "restatement" of financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the
Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides
guidance on determining the amortization period for leasehold improvements
acquired in a business combination or acquired subsequent to lease inception.
The guidance in EITF 05-6 will be applied prospectively and is effective for
periods beginning after June 29, 2005. The company is in the process of
evaluating the effect on its consolidated financial position or results of
operations.

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant-date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in the Company's second quarter of fiscal 2006.
The company is still in the process of determining the effect of the Statement
on the financials.

(R) SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
--------------------------------------------------------------------------------

The cash flow statements do not include the following non-cash investing and
financing activities.

F-12

During the year, the Company entered into a settlement agreement for the payment
of the note by authorizing the payment of $ 100,000 in cash and issuance of
1,500,000 restricted shares of the Company. The Company paid $ 43,500 in cash
during the year. The Company valued the shares based on the market value of the
shares on agreement date. The shares have been valued at $ 150,000.

NOTE 2 REVERSE ACQUISITION
------- -------------------

On April 23, 2004, Winfield acquired 100% of the issued and outstanding shares
of Healthcare. As part of the same transaction on May 7, 2004, Winfield
acquired 100% of the issued and outstanding shares of AutoMed and 100% of the
membership interests of Silver Shadow. The transactions are collectively
referred to herein as the "Acquisition." As a result of the Acquisition,
Winfield acquired 100% of two corporations and one limited liability Company and
has changed its business focus.

Winfield acquired Healthcare, AutoMed, and Silver Shadow from the sole owner, in
exchange for 25,150,000 newly issued treasury shares of Winfield's common stock.
Immediately after these transactions, there were 31,414,650 shares of Winfield's
common stock outstanding. As a result, control of Winfield shifted to the sole
owner who owned approximately 80.0% of Winfield's common stock immediately after
the Acquisition. On January 7, 2005, the Company changed its name to
Healthcare. Due to cancellations and additional issuances, the sole owner
currently owns 25,750,000 shares out of 33,960,150 shares of common stock of
Winfield (or approximately 76%).

The Company has $4,458 due from officer of the Company. This amount is
unsecured, non-interest bearing and due on demand.

NOTE 3 PROPERTY AND EQUIPMENT
------ ------------------------

Property and equipment at December 31, 2005 consisted of the following:

Office and computer equipment $ 124,966
Furniture and fixtures 89,869
--------------
214,835
Less accumulated depreciation (150,836)
--------------
$ 63,999
==============

The Company purchased land in November 2003 for $390,000 and has incurred
$98,137 through the end of the period towards the construction of the building.

F-13

During the period, the Company transferred the land and construction with
historical cost of $ 488,137 and the loan associated with the land worth $
250,000 with accrued interest of $ 12,500 to the officer of the Company. The
officer of the Company owes $ 15,155 to the Company as a result of this
transfer. The company booked a gain of $261,863 on the transaction.

Depreciation expense for the year ended December 31, 2005 and 2004 was $ 32,392
and $ 27,936, respectively.

NOTE 4 INTANGIBLE ASSETS
------ ------------------

The Company is accounting for computer software technology costs under the
Capitalization criteria of Statement of Position 98-1 "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use."

Expenditures for maintenance and repairs are expensed when incurred; additions,
renewals and betterments are capitalized. Amortization is computed using the
straight-line method over the estimated useful life of the asset. Amortization
begins from the date when the software becomes operational. The website became
operational from July 1, 2004. The Company amortized $ 68,955 in the
accompanying financial statements at December 31, 2005. The balance at December
31, 2005 amounts to $127,304.

The following is the amortization schedule for next five years:

2005 $12,538
2006 50,152
2007 50,152
2008 14,462
2009 -
----------
Total $127,304
==========

NOTE5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
----- -----------------------------------------

Accounts payable, accrued expenses and litigation accrual consist of the
following:

Trade payable $ 86,052
Payable to clients 969,877
Accrued interest 67,781
Income tax payable 7,955
Accrued payroll 23,461
Accrued payroll tax 6,588
Accrued expenses 43,135
Accrued vacation and sick time 11,614
Equipment payable 6,856
Other payable 43,675
Litigation accrual 675,747
------------
Total accounts payable
and accrued expenses $ 1,942,741
============

NOTE 6 LINES OF CREDIT
------ -----------------

The Company has two revolving lines of credit from two financial institutions
for $50,000 and $75,000. The credit lines are unsecured and bear an annual
interest rate of 10.75% and 16.24%, respectively. The credit lines are
personally guaranteed by the CEO of the Company. The Company has borrowed
$40,127 and $ 73,565 from the credit lines as of December 31, 2005.

F-14

NOTE 7 NOTES PAYABLE
------ --------------

Notes payable are summarized as follows:

The following is a summary of principal maturities of notes payable:

2005
-------------

Equipment loan: May 2003 due April 2008; payable in monthly $ 25,247
installments of $1,030; annual interest of 14%; secured by
equipment

Note payable: November 2004 due November 2006; interest only 350,000
payments of $3,500 monthly; annual interest of 12%; secured by
personal guaranty of the CEO and all of the issued and
outstanding stock of the Company, convertible at $1.00 per share
at the option of the holder

Note payable: August 2004 due August 2005; interest only 78,414
payments of $1,188 monthly; annual interest of 9.5%; unsecured
-------------
453,661

Less current portion (453,661)

Notes payable, net of current portion $ -
-------------

The following is a summary of principal maturities of notes payable:

2006 $ 453,161
-------------

$ 453,161
=============

F-15

The Company recorded interest expense of $ 45,905 and $ 42,794 for the years
ended December 31, 2005 and 2004 respectively.

NOTE 8 CONVERTIBLE NOTE PAYABLE FOR SERVICES & DUE ON SETTLEMENT OF
------- --------------------------------------------------------------------
LOAN
----

In connection with a consulting agreement, Healthcare agreed to pay $250,000 for
financial and business advisory services. The payment is in the form of a
convertible note payable. The note was entered into in April 2004 and was due in
April 2005 unless Healthcare received $3,000,000 in funding at which time the
note was payable immediately. The note bears interest of 4% and is unsecured.
The note is in default and is immediately payable. The note and accrued interest
are convertible into the Company's common stock at 75% of the market price when
converted. If the Company defaults on the note, the note is convertible at 50%
of the market price when converted. When the note was issued, the market value
of the stock was $0.04. The Company recorded beneficial conversion feature
expense of $83,333 associated with the note for the year ended December 31,
2004.

NOTE 9 STOCKHOLDERS' DEFICIENCY
------ -------------------------

COMMON STOCK

The Company is presently authorized to issue 50,000,000 shares of $0.001 par
value Common Stock. The Company currently has 33,960,150 common shares issued
and outstanding. The holders of common stock, and of shares issuable upon
exercise of any Warrants or Options, are entitled to equal dividends and
distributions, per share, with respect to the common stock when, as and if
declared by the Board of Directors from funds legally available therefore. No
holder of any shares of common stock has a pre-emptive right to subscribe for
any securities of the Company nor is any common shares subject to redemption or
convertible into other securities of the Company. Upon liquidation, dissolution
or winding up of the Company, and after payment of creditors and preferred
stockholders, if any, the assets will be divided pro-rata on a share-for-share
basis among the holders of the shares of common stock. All shares of common
stock now outstanding are fully paid, validly issued and non-assessable. Each
share of common stock is entitled to one vote with respect to the election of
any director or any other matter upon which shareholders are required or
permitted to vote. Holders of the Company's common stock do not have cumulative
voting rights, so that the holders of more than 50% of the combined shares
voting for the election of directors may elect all of the directors, if they
choose to do so and, in that event, the holders of the remaining shares will not
be able to elect any members to the Board of Directors.

F-16

Healthcare acquired the Company from the sole owner, in exchange for 25,150,000
newly issued treasury shares of Healthcare's common stock.

On July 27, 2004, the Company cancelled 2,640,000 shares of common stock in
exchange for right to the name "Winfield Financial Group, Inc." and the transfer
of any contracts, agreements, rights or other intangible property owned by
Winfield Financial Group, Inc. (WFLD) that relate to the business operations of
WFLD prior to the change in control whether or not accounted for in WFLD's
financial statements. These shares have been included as part of
recapitalization on reverse acquisition of the Company.

The Company issued 1,000,000 shares to consultant as consideration for work done
in recapitalization of the Company. These shares have been included as part of
recapitalization on reverse acquisition of the Company.

During the year, the Company issued 905,000 restricted Common Shares to various
consultants valued at $117,255 for business consulting and advisory services.
The Company has expensed $ 65,644 and has recorded the prepaid consulting
expenses of $ 51,611 based on the term of the consulting agreements. The prepaid
consulting expenses will be amortized over the term of the consulting contracts.

During the year, the Company issued 600,000 shares to the officer of the Company
pursuant to her employment agreement valued at $ 42,000. The Company has 400,000
shares to be issued to the officer valued at $28,500 as of December 31, 2005.

During the year, the Company issued 15,000 shares for cash amounting to $ 5,000.

During the year, the Company entered into a settlement agreement for the payment
of the note by authorizing the payment of $ 100,000 in cash and issuance of
1,500,000 restricted shares of the Company. The Company paid $ 43,500 in cash
during the year. The Company valued the shares based on the market value of the
shares on agreement date. The shares have been valued at $ 150,000.

In 2004, the Company issued 862,500 restricted common shares valued at $ 338,126
to consultants for providing business and advisory services; 153,000 restricted
common shares to employees as bonus valued at $ 69,850; and 150,000 restricted
common shares to directors for attending Board meetings valued at $ 67,500. The
common shares were valued at the then trading price of the common shares on the
date of issuance. The Company recorded $67,500 and $0 as compensation expense
for the years ended December 31, 2004 and 2003, respectively.

F-17

CLASS B PREFERRED STOCK

The Company's Articles of Incorporation (Articles") authorize the issuance of
50,000,000 shares of no par value Class B Preferred Stock. No shares of
Preferred Stock are currently issued and outstanding. Under the Company's
Articles, the Board of Directors has the power, without further action by the
holders of the Common Stock, to designate the relative rights and preferences of
the preferred stock, and issue the preferred stock in such one or more series as
designated by the Board of Directors. The designation of rights and preferences
could include preferences as to liquidation, redemption and conversion rights,
voting rights, dividends or other preferences, any of which may be dilutive of
the interest of the holders of the Common Stock or the Preferred Stock of any
other series. The issuance of Preferred Stock may have the effect of delaying
or preventing a change in control of the Company without further shareholder
action and may adversely affect the rights and powers, including voting rights,
of the holders of Common Stock. In certain circumstances, the issuance of
preferred stock could depress the market price of the Common Stock.

NOTE 10 COMMITMENTS
-------- -----------

During 2005, the Company leased its corporate offices space in Upland,
California and in Lincoln, Rhode Island under operating lease agreements. The
Upland facility lease calls for a monthly rent of $3,387. The Upland facility's
operating lease expires in November 2006 and has renewal options. The Company
closed the Rhode Island offices during the year. Rent expense under operating
leases for the year ended December 31, 2005 was $ 48,629.

Future minimum lease payments are as follows:

Year Amount
---- ------
2006 $37,257

NOTE 11 INCOME TAXES
-------- -------------

Income tax expense (benefit) for the year ended December 31, 2005 is summarized
as follows:

2005
-----------

Current: $ -

Federal
State 2,400
-----------
$ 2,400
===========
Defererd:
Federal $ 318,312
State 90,788
-----------
409,100
Valuation allowance (409,100)
===========
$ -
===========

F-18

The following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Consolidated
Statements of Operations:

December 31, December 31,
2005 2004
----------- -----------

Tax expense (credit) at statutory rate-federal (34)% (34)%
State tax expense net of federal tax (6) (6)
Changes in valuation allowance (40) (40)
----------- -----------
Tax expense at actual rate - -
=========== ===========

The tax effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at December 31, 2005 are as follows:

Deferred tax assets:

Net operating loss carry forward $ 2,925,000
------------
Total gross deferred tax assets 2,925,000
Less valuation allowance (2,925,000)
------------
Net deferred tax assets $ -
============

At December 31, 2005, the Company had net operating loss carry forwards of
approximately $2,925,000 for U.S. federal income tax purposes available to
offset future taxable income expiring on various dates through 2020.

NOTE 12 CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS
------- -------------------------------------------------

The two major customers of the Company provided $1,095,683 or 70% of the
revenues of the Company for the year ended December 31, 2005. The three major
customers of the Company provided $1,009,438 or 56% of the revenues of the
Company for the year ended December 31, 2004. There are no
accounts receivable to any of the major customers as of December 31, 2005.

NOTE 13 GOING CONCERN
-------- --------------

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles which contemplate
continuation of the company as a going concern. The Company had a loss of $
1,029,399, a working capital deficiency of $ 2,264,468, stockholders' deficit of
$ 2,065,056, an accumulated deficit of $ 2,925,008 and cash used in operations
of $ 212,807. In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying consolidated
balance sheet is dependent upon continued operations of the company, which in

F-19

turn is dependent upon the Company's ability to raise additional capital, obtain
financing and succeed in its future operations. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. The Company is actively pursuing
additional funding and seeking new clients for medical billings, which would
enhance stockholders' investment. Management believes that the above actions
will allow the Company to continue operations through the next fiscal year.

NOTE 14 LITIGATION
-------- ----------

The Company is defendant in multiple lawsuits initiated by the clients of the
Company. The complaints allege that the Company and its officers improperly
withheld monies from the clients. The complaints allege, among others, claims
for breach of contract and breach of fiduciary duty. The plaintiff seeks
compensatory and punitive damages, prejudgment interest, costs and attorney
fees. The parties have conducted discovery and permission to take additional
discovery is being sought. The Company has accrued $675,747 in the accompanying
financials and has recorded them as a liability.

1. On July 12, 2004, Plaintiff Nimish Shah, MD. d/b/a New Horizon
Medical, Inc. initiated a lawsuit against HBSG and Chandana Basu, CEO
of the Company in the Superior Court of California, County of Los
Angeles, Case No. VC042695, styled New Horizon Medcial, Inc. v.
Chandana Basu, et al.

The complaint asserted a claim for breach of contract against
HBSG and Ms. Basu. Specifically, the complaint alleged that HBSG and
Ms. Basu failed to remit sums due to New Horizon. On April 8, 2005, on
HBSG's motion, the court dismissed the action and referred it to
arbitration.

In connection with the arbitration, HBSG claims against New
Horizon seek compensatory damages in the range of $ 75000, prejudgment
interest, costs and attorney's fees in an unspecified amount.

New Horizon contends that the 'amount in controversy is approx. $
1,000,000". HBSG has answered New Horizon's claim and denied the
allegations and filed counter claim.

This matter is in initial stages. Because the outcome of the
actions turns upon disputed issues of fact and law, management
believes that the outcome of this lawsuit will not be unfavorable to
the Company.

2. On July 11, 2002, Plaintiff Kamran Ghadimi initiated a lawsuit
against HBSG and others in the Superior Court of California, County of
San Bernardino, Case No. RCV 064904, styled Karman Ghadimi v. Chandana
Basu, et al.

The complaint alleges that HBSG, its president and certain
affiliated companies, improperly withheld approx. $ 400,000 from
Ghadimi. The complaint alleges, among others, claims for breach of
contract and breach of fiduciary duty. Plaintiff seeks compensatory
and punitive damages, prejudgment interest, costs and attorney's fees.

F-20

HBSG refutes Ghadimi's claim and denied the allegations and filed
counter claim.

Discovery in this matter has closed and trial is set forth for
May 15, 2006.

The Company has accrued $400,000 as litigation expense as of
May 22, 2006

3. In January 2004, Claimant Leonard J. Soloniuk, MD initiated an
arbitration against HBSG with the American Arbitration Association,
Case No. 72 193 00102 04 TMS, styled Leonard J. Soloniuk, MD v. HBSG

The complaint alleges that HBSG failed to properly bill and
collect fees, intentionally miscoded bills, intentionally withheld
collection proceeds due to Soloniuk, breached its billings agreement,
and otherwise engaged in fraudulent conduct.

HBSG refutes Soloniuk's claims and has filed a counter claim.

In a decision dated April 5, 2006, the arbitrator awarded HBSG
nothing against Soloniuk. The arbitrator further awarded Soloniuk $
275,000 against the HBSG as well as interest accruing from June 1,
2006, at the rate of ten percent per annum on the unpaid balance. The
arbitrator further ordered HBSG to reimburse Soloniuk costs in the
amount of $ 1,875. The Company has accrued $275,000 as litigation
expense as of December 31, 2005.

HBSG intends to ask the arbitrator to reconsider his award.

4. In May 2004, Claimants Sanjiv Jain, MD and Shubba Jain, MD
initiated an arbitration against HBSG and others with the American
Arbitration Association, Case No. 72 193 00578 04 MACR, styled Sanjiv
Jain, MD., et al. v. HBSG, et al.

The complaint alleged that HBSG, its president and certain
affiliated companies, improperly withheld medical billing payments
from the Jains. Plaintiff sought compensatory damages of approx. $
200,000, punitive damages, prejudgment interest, costs and attorney's
fees.

This matter settled in mid - 2005 for $22,000.

In November 2004, a law firm initiated action against the Company and its
officers. The demand for arbitration alleges that the Company and its officer
owes firm approximately $79,000 in unpaid legal fees. In 2005, the parties
agreed to settle all the claims in return for payment of $30,000 from the
Company. During the period, the Company paid $30,000 to settle all the claims.

F-21

NOTE 15 RELATED PARTY TRANSACTIONS
-------- ----------------------------

During the period, the Company issued 600,000 shares to the officer of the
Company pursuant to her employment agreement valued at $ 42,000. The Company has
400,000 shares to be issued to the officer valued at $28,500 as of December 31,
2005.

During the period, the Company issued 75,000 restricted Common Shares to
consultants related to the officer of the Company valued at $11,250 for business
consulting and advisory services.

The Company has $4,458 due from officer of the Company. This amount is
unsecured, non-interest bearing and due on demand.

F-22

ITEM 8. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and principal financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this annual report (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the
Company's disclosure controls and procedures were adequate and designed to
ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within
those entities.

(b) Changes in internal control over financial reporting. There were no
significant changes in the Company's internal control over financial
reporting during the fourth fiscal quarter that materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND OFFICERS

The Directors and Officers of the Company are as follows:

NAME AGE POSITION
------ --- --------

Chandana Basu 50 Chief Executive
Officer, Treasurer,
and Director

Narinder Grewal, M.D. 53 Director

Bharati Shah, M.D. 59 Director

CHANDANA BASU

Chandana Basu, age 50, has served as the Company's Chief Executive Officer
and Treasurer since May 2004, after the Company acquired Healthcare Business
Services Group, Inc. ("HBSGI"), a full-service medical billing agency and a
wholly-owned subsidiary of the Company. She has served as a Director of the
Company since November 12, 2004. Ms. Basu incorporated HBSGI in December 1994.
Ms. Basu has operated HBSGI for the past fourteen (14) years. Ms. Basu has been
successful in growing HBSGI from a core client base of doctors and hospitals in
California, Florida, Washington state and Texas without the use of consistent
marketing or advertising. Ms. Basu has over 14 years of experience in medical
bill collecting from insurance companies. Ms. Basu also has over 14 years of
experience in computer design and programming. Ms. Basu is the CEO and President
of AutoMed Software Corp. and the Manager of Silver Shadow Properties, LLC, both
wholly-owned subsidiaries of the Company. Ms. Basu received a Bachelors Degree
with majors in Math, Physics and Chemistry from Bethune College in 1975. She
attended the Computer Learning Center during 1978. She also received specialized
education in medical billing, anesthesia billing and attended various pain
management conferences. Ms. Basu is a Technical Exhibitor for the American
Association of Anesthesiology.

NARINDER GREWAL, M.D.

Narinder Grewal, M.D., age 53, an anesthesiologist, pain management
specialist, has been a self-employed Medical Doctor for the last fifteen years.
He also owns and operates a surgery center. Dr. Grewal has concurrently served
as a Director of the Company since May 2004. Dr Grewal brings experience with
surgical center development and management from a medical and administrative
perspective. Dr. Grewal has an eight year relationship with the Company and is
the Company's largest client as well. The Company generates approximately 30%
of its revenues from the services that it provides to Dr. Grewal, and as a
result, Dr. Grewal is the Company's largest client. Dr. Grewal is licensed to
practice medicine in the State of California. Dr. Grewal received a degree in
medicine from Patiala University in Punjab, India.

BHARATI SHAH, M.D.

Bharati Shah, M.D., age 59, anesthesiologist and pain management
specialist, is currently the President of her own medical practice, B. Shah,
M.D., Inc., doing business as Comprehensive Pain Medical Clinic. Dr. Shah has
operated her own medical practice since 1980. Dr. Shah has concurrently served
as a Director of the Company since May 2004. Dr. Shah will be an ambassador for
the Company in the medical community and a credible marketing tool at
conferences and association meetings. Dr Shah will provide vital physician input
about new services and products to be explored by the Company. Dr. Shah is
licensed to practice medicine in the State of California. Dr. Shah received her
MB BS degrees from Bombay University in 1971. She has received specialized
education in anesthesiology and pain management. Dr. Shah is a member of the
American College of Advancement in Medicine. The Company also provides services
to Bharati Shah, MD, a Director of the Company. The Company receives less than
5% of its revenue from Dr. Shah.

All directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the pleasure of the Board.

Dr. Shah, Chandana Basu and Dr. Grewal have not been named to any
committees of the Company's Board of Directors, and any committees of the
Company's Board of Directors to which Dr. Shah, Ms. Basu or Dr. Grewal may be
named have not been determined, as of the filing of this Report.

CHANGES IN OFFICERS AND DIRECTORS

On November 10, 2004, Mark D. Johnson resigned as a Director of the
Company. On November 12, 2004, the Majority Shareholder, via unanimous written
consent, removed Dr. Thomas Guthrie as a Director of the Company.

On November 12, 2004, the Majority Shareholder, via unanimous written
consent, appointed Chandana Basu as a Director of the Company.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a class of the Company's equity securities which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes of ownership of such registered securities.
Such executive officers, directors and greater than 10% beneficial owners are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms filed by such reporting persons.

Based on stockholder filings with the SEC, Chandana Basu, Christopher
Madero, Narinder Grewal, MD and Bharati Shah, MD are subject to Section 16(a)
filing requirements. Bharati Shah failed to file a report on Form 3 after
becoming a director of the Company during the Company's most recent fiscal year.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person (other than Bharati Shah) required to file such a
report failed to file on a timely basis during the Company's most recent fiscal
year.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION

Other All
Annual Restricted LTIP Other
Name & Principal Compen- Stock Options Payouts Compen-
Position Year Salary ($) Bonus ($) sation Awards SARs ($) sation

Chandana Basu (1) 2005 $60,000 $540,000
Chief Executive Officer,
Treasurer and Director

* Does not include perquisites and other personal benefits in amounts less
than 10% of the total annual salary and other compensation.

(1) Chandana Basu receives as salary of $5,000 per month and a minimum bonus of
$45,000 per month pursuant to an employment agreement with Healthcare. Ms.
Basu loaned $201,024 to the Company and loaned $146,000 to Silver Shadow,
LLC which offset officer's compensation.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information as of April 11, 2005, with
respect to the beneficial ownership of the common stock by (i) each director and
officer of the Company, (ii) all directors and officers as a group and (iii)
each person known by the Company to own beneficially 5% or more of the common
stock:

Shares of Common Stock Beneficially Owned (1)
Name and Address ---------------------------------------------
of Beneficial Owners Number Percent
-------------------- ------ -------

Chandana Basu (2) 25,750,000 75.8%

Narinder Grewal, MD (2) 100,000 0.3%

Bharati Shah, MD (2) 50,000 0.2%

All officers and directors 25,900,000 76.3%
as a group (3 people)

(1) The number of shares of common stock owned are those "beneficially
owned" as determined under the rules of the SEC, including any shares of
common stock as to which a person has sole or shared voting or investment power
and any shares of common stock which the person has the right to acquire within
60 days through the exercise of any option, warrant or right. As of April 11,
2005, there were 33,960,150 shares of Common Stock outstanding,

(2) The business address of the Company's officers and directors is 1126
West Foothill Blvd, Suite 105, Upland, California 91786.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 1, 2004, Ms. Basu entered into an employment agreement with
Healthcare Business Services Groups, Inc., a Delaware corporation
("Healthcare"), and the Company's wholly owned subsidiary, pursuant to which Ms.
Basu serves as the Chief Executive Officer, Vice President, Chief Operation
Officer and Treasurer of Healthcare. Pursuant to the employment agreement, Ms.
Basu receives compensation of $5,000 per month, a bonus of 25% of the gross
receipts of Healthcare payable monthly with a minimum bonus of $45,000 per
month, six weeks of paid vacation, and an S500 Mercedes Benz (or equivalent
type) car allowance covering all automobile related expenses, and annual equity
based compensation of a minimum of one (1) million shares of common stock of
Healthcare.

Narinder Grewal, MD, a Director of the Company, is the Company's largest
client. Dr. Grewal is an anesthesiologist and pain management specialist. He
also operates a surgery center that is not otherwise affiliated with the Company
or the Company's Surgery Center line of business. The Company provides Dr.
Grewal with medical billing and other administrative services. The Company
generates approximately 30% of its revenues from the services that it provides
to Dr. Grewal, and as a result, Dr. Grewal is the Company's largest client. The
Company has had a relationship with Dr. Grewal for eight years.

The Company also provides services to Bharati Shah, MD, a Director of the
Company. The Company receives less than 5% of its revenue from Dr. Shah.

On January 13, 2005, the Company's majority shareholder and Chief Executive
Officer, Chandana Basu voted her shares to adopt the Company's Amended 2004
Stock Option Plan ("Option Plan"). Pursuant to the Option Plan, Ms. Basu is
eligible to receive 1,250,000 shares of the Company's Common Stock in connection
with that Option Plan.

The Company uses a California Company, Alta Vista Billing Service For
Complex Medical Care, Inc. ("Alta Vista"), to deposit money for its clients.
Alta Vista is 100% owned by the Company's Chief Executive Officer, Chandana Basu
and serves only as a reimbursement account to keep the client's deposits in a
separate account for which it receives no compensation.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

Exhibit No. Description of Exhibit
---------- ----------------------
2.1(1) Exchange Agreement
2.2(1) Addendum to Common Stock Purchase Agreement
3.1(2) Certificate of Amendment
3.2(3) Amended Bylaws
10.1(4) Employment Agreement with Chandana Basu
10.2* Subsidiaries
31.1* Certificate of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1* Certificate of the Chief Executive Officer of Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

(1) Filed as Exhibits 2.1 and 2.2, respectively, to the Form 8-K filed with
the Commission on May 17, 2004, and incorporated herein by reference.

(2) Filed as Exhibit 3.1 to the Company's Form 8-K filed January 13, 2005, and
incorporated herein by reference.

(3) Filed as Exhibit 3.2, to the Company's Form 8-K, filed December 8, 2004, and
incorporated herein by reference.

(4) Filed as Exhibit 10.1 to the Company's Form 8-K, filed November 5, 2004, and
incorporated herein by reference.

(5) Filed as Exhibit 16.1 to the Company's Form 8-K filed with the Commission on
November 24, 2004, and incorporated herein by reference.

(6) Filed as Exhibit 16.2 to the Company's Form 8-K filed with the Commission on
December 8, 2004, and incorporated herein by reference.

* Filed herein

(b) REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during the last quarter of
the fiscal period covered by this report:

The Company filed a report on Form 8-K/A, on November 5, 2004, to
amend the Company's previous Form 8-K in connection with the Acquisition of
HBSGI, to include audited financials and pro forma information for HBSGI,
to report the election of new directors, and to clarify the previous
filing.

The Company filed a report on Form 8-K, on November 23, 2004, to
report that the Company had filed a press release in connection with the
Company entering into a compliance and consulting agreement with Public
Company Management Corporation.

The Company filed a report on Form 8-K, on November 23, 2004, to report
that the Company had filed a press release in connection with Public Company
Management Corporation presenting at the National Investment Banker's
Association (NIBA) conference.

The Company filed a report on Form 8-K on November 14, 2004, to report that
Effective October 28, 2004, the client auditor relationship between Winfield
Financial group, Inc. (the "Company") and Malone & Bailey, PC ("Malone") ceased
as the former accountant was dismissed. Effective November 6, 2004, the Company
engaged Kabani & Company, Inc., Certified Public Accountants ("Kabani") as its
principal independent public accountant for the fiscal year ended December 31,
2004. Additionally, the Company reported changes in the Company's Board of
Directors.

The Company filed a report on Form 8-K/A on December 8, 2004, to amend the
Company's Form 8-K filed on November 24, 2004, to disclose that a disagreement
between the Registrant and its predecessor independent accountant was resolved,
the date on which the disagreement was resolved, and the actions taken to
resolve the disagreement.

The Company filed the following reports on Form 8-K subsequent to the last
quarter of the fiscal period covered by this report:

The Company filed a report on Form 8-K on January 13, 2005, to report that
the Company had filed a Certificate of Amendment with the Nevada Secretary of
State to change the Company's name, increase the Company's authorized shares and
to report the adoption of Amended Bylaws.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the years ended December 31, 2005 and
2004 for professional services rendered by the principal accountant for the
audit of the Company's annual financial statements was $22,500 and $46,300,
respectively. The aggregate fees billed for each of the fiscal years ended
December 31, 2005 and 2004 for professional services rendered by the principal
accountant for review of the financial statements included in the registrant's
Form 10-QSB or for services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was $12,200 and $0, respectively.

AUDIT RELATED FEES

None.

TAX FEES

None.

ALL OTHER FEES

The aggregate fees billed for each of the years ended December 31,
2005 and 2004 for products and services provided by the principal accountant,
other than the services reported above was $0 and $0, respectively.

SIGNATURES

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

HEALTHCARE BUSINESS SERVICES GROUPS, INC.

DATED: April 15, 2006 By: /s/ Chandana Basu
--- ------------------------
Chandana Basu
Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

NAME TITLE DATE

/s/ Chandana Basu Chief Executive Officer, April 15, 2006
---------------------- Chief Financial Officer, ----------
Chandana Basu and Director