UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 20132014
Or
o[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ______ to ______
Commission File Number 814-00175
BROADLEAF CAPITAL PARTNERS, INC.ENERGYTEK CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 86-0490034 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
3887 Pacific Street201 S. Laurel | |
Las Vegas, NevadaLuling, TX | 8912178648 |
| (Address of principal executive offices) | (Zip Code) |
(702) 650-3000(713) 333-3630
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| | Title of each class: Common Stock, $.001 par value | | Name of each exchange on which registered: Over-the-Counter
N/A | |
Indicate by check mark if a registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o [ ] No x [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o [ ] No x [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o [X] No x [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o
Non-accelerated filer x Smaller reporting company o
(Do not check if a smaller reporting company)| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller Reporting Company | [x] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso [ ] No x [X]
The approximateState issuer’s revenues for its most recent fiscal year. $42,094.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the registrantExchange Act.): The aggregate market value based on the average bid and asked price on the over-the-counter market of the Registrant’s common stock, (“Common Stock”) held by non-affiliates of the Company was $751,940$672,310 as of SeptemberJune 30, 2013 (the last business day of the registrant’s most recently completed third fiscal quarter).2014.
As of March 10, 2014, the registrant had 167,097,87430, 2015, there were 22,757,964 shares of Common Stockthe issuer’s $0.0001 par value common stock issued and outstanding.
OVERVIEWGENERAL
EnergyTEK Corp. (the “Company”) was originally incorporated in the State of Colorado on February 16, 1984 under the name of Oravest Interests, Inc. On March 14, 2002, after several prior name changes, we changed our name to Broadleaf Capital Partners, Inc. On April 10, 2002 we effectuated a merger with Broadleaf Capital Partners, Inc., a Nevada corporation (the Company), incorporated February 1984, has continued with its restructuring(which had been formed on March 19, 2001) and plans expansion throughas a result re-domiciled to the ongoing developmentState of its available operations,Nevada. On July 23, 2014 we changed our name to EnergyTEK Corp.
On March 31, 2014 we closed a transaction whereby we acquired certain assets and other business opportunities. The Company sold Pipeline Nutrition U.S.A.assumed certain liabilities of Texas Gulf Oil & Gas, Inc., onea Nevada corporation (“TGOG”). These assets and liabilities became were contributed to our then new-formed wholly owned subsidiary Texas Gulf Exploration & Production, Inc. In connection therewith, we issued 900 shares of its two active subsidiaries. Thethe Company’s Series A Preferred Stock to TGOG. Later, on May 21, 2014, the Company retainsand TGOG closed a transaction whereby the 900 shares of Series A Preferred Stock were exchanged for 900 shares of Series C Preferred Stock.
On March 31, 2014, we closed a transaction whereby we acquired certain assets and assumed certain liabilities of Litigation Capital, Inc., a Nevada corporation (“LCI”). These assets and liabilities became were contributed to our then new-formed wholly owned subsidiary Legal Capital Corp. In connection therewith we issued 300,000 shares of the Company’s Series B Preferred Stock to LCI.
Also on March 31, 2014, we closed a transaction whereby we rescinded an agreement dated November whereby we acquired all of the capital stock of Sustained Release, Inc. The company is actively seeking new business opportunities
On July 23, 2014, we effectuated a 1-for-150 reverse split of the Company’s common stock.
On January 6, 2015, we closed a transaction whereby we entered into a Joint Venture Agreement with Wagley Offshore-Onshore, Inc. to investpursue a distressed energy asset acquisition program to take advantage of the reduction in that are cash flow positive and could benefit from exposurevalue of these assets due to the Companies public markets.
historically low price of crude oil. The joint venture was formed as Wagley-EnergyTEK J.V. LLC, a Texas limited liability company. Pursuant to this transaction we issued 20,000,000 restricted shares of our common stock to be used to acquire such distressed energy assets.
BUSINESS STRATEGY
DESCRIPTION OF OUR PRODUCTS AND SERVICES
The Company continually seeksconducts its business through its two wholly owned subsidiaries Texas Gulf Exploration and evaluates investment opportunities that haveProduction, Inc. (“TGEP”) and Legal Capital Corp. (“LCC”) as well as through the potentialjoint venture named Wagley-EnergyTEK J.V. LLC (the “Wagley JV”).
Due to the tremendous drop in oil prices over the last six months, the Company has developed a new plan to take advantage of earning reasonable returns.the opportunity of the crisis in energy market conditions. The Company intends to become a licensed operator of wells for both its own portfolio and other entities, via our wholly owned subsidiary, TGEP. We will do turnarounds of troubled production assets for banks and investment groups in underperforming oil & gas properties, using state of the art technology to improve economic operating costs and performance on wells acquired or under management. The Company intends to negotiate an equity interest as well as recovery of all operating costs in return for assuming the plugging and abandonment liability mandated by the Texas Railroad Commission for leases that the Company takes over as the operator or records for these groups of non-operating owners. We will seek to negotiate joint ventures, whereby the Company would retain a 25% working interest in each oil & gas property and the investors or bankers would retain a 75% working interest. Outside of these individual lease joint ventures, the Company is seeking additional investment capital to acquire troubled assets for its own account.
Additionally, we have recently entered into the joint venture with Wagley Offshore-Onshore, Inc., the Wagley JV, which has been capitalized with 20 million shares of the Company’s common stock. The mission of the Wagley JV is to acquire distressed energy assets in exchange for shares of such common stock. Our target is smaller, independent producers who cannot find a traditional cash buyer for their leases, equipment or production in the past,current liquidity-short energy market environment. The inherent risks to the success of the Wagley JV are competitors who have cash to buy the distressed energy assets, the limited liquidity of the Company’s common stock which the sellers of the assets would receive in exchange for the assets and the dilution of the Company’s current shareholders in purchasing the energy-related assets that may againlose much or all of their value.
The business model of LCC is a development stage litigation finance company, whose predecessor entity, Litigation Capital, Inc., was founded by veteran trial attorneys Wes Christian and Alan Pollack, and their associate Robert Hackney, who is the President of LCC. They have successfully represented Plaintiffs on a contingency basis with legitimate claims against major defendants, such as Goldman Sachs, Depository Trust Corporation and others, including major banks and mortgage lenders. Their current focus is on the naked shorting of publicly traded securities, and have already settled three of these major cases. Additional research is also being done today on behalf of entities damaged by LIBOR rate manipulation and other cases with significant damage multi-million dollar damage models. These cases are time consuming and expensive, and the defendants are well funded major companies who fight mightily to avoid paying damages for their bad acts. LCC believes that many major cases of this type with merit as to their multi-million dollar claims are going unheard due to the lack of financing available. LCC has been founded to develop funding sources to allow professionals to take on more of these cases.
The Company’s goal is to provide a unique and much needed service in what LCC believes to be an untapped, growing market by providing access to capital for prejudgment lawsuit funding, particularly commercial claims in the future, raise capital specificallysecurities and consumer fraud areas. Financing by LCC will be made only to attorneys, and not directly to plaintiffs. In addition, initially such financing will only be made on cases pending in either state courts or federal courts in Florida, with expansion to become a national litigation financing provider being the ultimate goal.
To date, LCC has found limited funding for its startup. However, there is no assurance that LCC, on its own or through the efforts of its parent, EnergyTEK, will be able to secure additional funding to permit LCC to pursue its business plan.
COMPETITION
The business operations of TGEP and the Wagley JV are subject to intense competition. A large number of companies and individuals engage in the exploration for and production of oil and gas and there is competition for the purposemost desirable leases. The competition includes major entities such as Exxon Mobil, Royal Dutch Shell, BP, Chevron Corporation and Conoco Phillips. In addition, there are a number of permitting itsmall independent oil and gas exploration and/or production companies in the region in which TGEP and the Wagley JV currently or intend to make an investmentfocus their operations. All of the major oil and gas companies and a large percentage of the independent companies have larger operations and financing to support their operations, which puts the Company’s operations at a disadvantage.
The competition faced by LCC is not nearly as extensive nor widespread, but there are larger, more established companies in the litigation finance business, such as Longford Capital, Lake Whillans, Pravati Capital and LawCash. The risks faced by LCC’s business model include inadequate capital and a lack of experience when compared these other firms. Additionally, LCC faces risk in financing litigation that does not have a favorable outcome and, thus, incurs significant losses related to such case, which would have had significant impact on LCC due to its inadequate capital.
The competition faced by LCC is not nearly as extensive nor widespread, but there are larger, more established companies in the company believes is attractive.litigation finance business, such as Longford Capital, Lake Whillans, Pravati Capital and LawCash. The servicesrisks faced by LCC’s business model include inadequate capital and a lack of Corporate Strategy Consultantsexperience when compared these other firms. Additionally, LCC faces risk in financing litigation that does not have been retained as well,a favorable outcome and, thus, incurs significant losses related to aidsuch case, which would have had significant impact on LCC due to its inadequate capital.
Employees and Employment Agreements
As of the Board in development and implementation of growth prospects The Company is currently incorporating these new investment opportunities as subsidiaries which can grow under the public parent and eventuallyfiling date hereof we have no full-time employees. Our only employees would be spun off as their own independently traded public companies . This is all with the aim of conservative growth during slow economic times - through slightly-levered transactions builtour officers who serve on a strong equity base.part time basis. Our administrative other related services, to extent not performed by our offices are performed by third parties on a contract basis. There are no formal employment agreements between the Company, except that Craig Crawford, our President, Chief Executive Officer and Chief Financial Officer is paid the sum of $1,500 per month, which amount is accrued and payable in the form of shares of the Company’s common stock on a periodic basis.
Facilities
The Company's principal office is located at 201 So. Laurel, Luling, TX 78648, where the Company maintains a small leased office space. The month-to-month rental amount is $350. The Company also continuesmaintains administrative facilities at 123 No. Post Oak Lane, Suite 440, Houston, TX 77024. The Company pays a combined amount of $2,500 per month to look to create shareholder value through joint-ventures witha related party for one or more members of the Private Equity or Venture Capital Communities or a Merchant Bank. Identifyingrent and developing each new business opportunity may require the Company to dedicate certain amounts of financial resources, management attention,for administrative and personnel, with no assurance that these expenditures will be recouped. Similarly, the selection of companies will depend upon a determination of whether a company offers a viable business plan, an acceptable likelihood of success, and future profitability involves inherent risk and uncertainty.clerical services.
An investment in our Common Stock is highly speculative, involvesAs a high degree of risk and should be considered onlysmaller-reporting company, we are not required to provide the information required by those persons who are able to afford a loss of their entire investment. In evaluating our business, prospective investors should carefully consider the following risk factors in addition to the other information included in this Annual Report.
item.
RISKS RELATED TO OUR BUSINESS DURING SLOW ECONOMIC ACTIVITY
Our business environment including potential real estate projects are running at an extremely slow economic pace and may continue to do so for the foreseeable future. Our prospects must be considered within that framework and in light of the risks, expenses, delays, problems and difficulties frequently encountered in the re-establishment of a business. As such, we face risks and uncertainties relating to our ability to successfully implement our business plan.
WE HAVE AN ACCUMULATED DEFICIT AND MAY CONTINUE TO HAVE LOSSES IN THE FUTURE, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR OPERATIONS
Since inception, we have generated an accumulated deficit of $14,029,261 as of December 31, 2013. We are increasing development, growth and acquisition activity which will result in increased expenses which could result in additional losses in the next 12 months. These losses could continue until such time, as we are able to generate sufficient revenues to finance our operations and the costs of continuing expansion. As of December 31, 2013, we had cash and cash equivalents of $7,045.
OUR AUDITORS ISSUED A GOING CONCERN OPINION WHICH MEANS WE MAY NOT BE ABLE TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Our auditors issued a going concern opinion for the fiscal years ended December 30, 2013 and December 31, 2012. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we cannot raise additional capital or generate sufficient revenues to operate profitably, we may have to suspend or cease operations. If that occurs, you will
Lose your investment.
WE MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE FOR OUR OPERATIONS AND IF WE ARE UNABLE TO SECURE SUCH FINANCING, WE MAY NOT BE ABLE TO SUPPORT OPERATIONS.
Future events, including the problems, delays, expenses and difficulties frequently encountered by growing companies, may lead to cost and expense increases that could make our revenues insufficient to support our operations and business plans. We may seek additional capital, including an offering of our equity securities, an offering of debt securities or obtaining financing through a bank or other entity. We have not established a limit as to the amount of debt we may incur nor have we adopted a ratio of our equity to a debt allowance. If we need to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful.
We may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.
OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY.
There has been a limited public market for our common stock, and an active trading market for our common stock may not develop. As a result, this could reduce our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could reduce the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.
OUR COMMON STOCK IS DEEMED A "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.
The Securities and Exchange Commission or SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the Bulletin Board has been substantially less than $5.00 per share and therefore we are currently considered a “penny stock” according to SEC rules. This
designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.
NEVADA LAW AND OUR CERTIFICATE OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS WHICH COULD RESULT IN LIABILITY FOR INFE AND NEGATIVELY IMPACT OUR LIQUIDITY OR OPERATIONS.
Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. These exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
SINCE WE HAVE NOT PAID ANY DIVIDENDS ON OUR COMMON STOCK AND DO NOT INTEND TO DO SO IN THE FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE AN ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE MARKET PRICE OF OUR COMMON STOCK.
We have never paid, and have no intentions in the foreseeable future to pay, any cash dividends on our common stock. Therefore an investor in our common stock, in all likelihood, will only realize a profit on his investment if the market price of our common stock increases in value.
IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR COMMON STOCK.
We are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting. These requirements may first apply to our annual report on Form 10-KSB for the fiscal year ending December 31, 2013. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if they are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover, effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our common stock. Furthermore, we anticipate that we will incur considerable costs and use significant management
time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. As of the date of this prospectus we do not have an estimate of the costs to the company of compliance with the Act.
We are preparing for compliance with Section 404 by strengthening, assessing and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we rapidly grow our business, our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price.
INVESTORS IN OUR SECURITIES MAY SUFFER DILUTION.
The issuance of shares of our common stock, or shares of our common stock underlying warrants, options or preferred stock will dilute the equity interest of existing stockholders who do not have anti-dilution rights and could have a significant adverse effect on the market price of our common stock. The sale of our common stock acquired at a discount could have a negative impact on the market price of our common stock and could increase the volatility in the market price of our common stock. We may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.
The Company's principal executive and administrative offices areoffice is located at 3887 Pacific Street, Las Vegas, Nevada 89121,201 So. Laurel, Luling, TX 78648, where the Company occupies approximately 500 square feet ofa small leased office space. The month-to-month rental amount is $350. The Company currently does not have to pay rent throughalso maintains administrative facilities at 123 No. Post Oak Lane, Suite 440, Houston, TX 77024. The Company pays a non bindingcombined amount of $2,500 per month to month agreement with its current interim president Mike King.a related party for rent and for administrative and clerical services.
The Company currently hasThere are no open or pending legal proceedings. In addition managementproceedings to which the Company is unawarea party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending situations that could eventually lead to legal proceedings. All prior legal proceedings have been settled and the Company currently still has two liabilities outstanding with the total amounts due recorded as liabilities in the included financial statements.
The Company did not submit any matters to a vote of its security holders during the fiscal years covered by this report.
Market Information
The common stock of the Company is quoted on the OTC Bulletin Board.Board and the OTC Markets, Inc. – OTCQB Systems under the symbol of ENTK. The following table sets forth the range of high and low bid prices during each quarter for the years ended December 31, 20122013 through December 31, 2013.2014. The over-the- counter market quotations may reflect inter-dealer prices, without retail market-up, markdown or commission and may not represent actual transactions. The market information was obtained from Allstock.com (BigCharts) and from Standard & Poors Comstock.QuoteMedia.com. Prices have been adjusted for the 1-for-150 reverse split which was effective on July 23, 2014.
| | | | | | | | | | | |
| Year Ended December 31, 2012 | |
| Year Ended December 31, 2014 | | Year Ended December 31, 2014 | |
| | High | | Low | | High | | | Low | |
| | | | | | | | | | |
| Quarter 1 | 0.016 | | 0.001 | | | 0.006 | | | | 0.004 | |
| Quarter 2 | 0.005 | | 0.001 | | | 0.011 | | | | 0.003 | |
| Quarter 3 | 0.010 | | 0.001 | | | 1.000 | | | | 0.003 | |
| Quarter 4 | 0.009 | | 0.004 | | | 1.000 | | | | 0.120 | |
| | | | | | | | | | | | |
| Year Ended December 31, 2013 | Year Ended December 31, 2013 | Year Ended December 31, 2013 | |
| | High | | Low | | High | | | Low | |
| | | | | | | | | | | | |
| Quarter 1 | 0.031 | | 0.003 | | | 0.031 | | | | 0.003 | |
| Quarter 2 | 0.005 | | 0.003 | | | 0.005 | | | | 0.003 | |
| Quarter 3 | 0.005 | | 0.002 | | | 0.005 | | | | 0.002 | |
| Quarter 4 | 0.008 | | 0.003 | | | 0.008 | | | | 0.003 | |
| | | | | | | | | | | | |
RECORD HOLDERSDividends
The Company has never paid cash dividends on its common stock. The declaration and payment of dividends is within the discretion of the Company's board of directors and will depend, among other factors, on earnings and debt service requirements as well as the operating and financial condition of the Company. At the present time, the Company's anticipated working capital requirements are such that it intends to follow a policy of retaining earnings in order to finance the development of its business. Accordingly, the Company does not expect to pay a cash dividend within the foreseeable future.
There is only one class of common stock. Shareholders
As of December 31, 2013,2014, there were approximately 3,500541 shareholders of record for the Company's common stock and a total of 167,097,8741,509,630 shares of common stock issued andCommon Stock outstanding.
The holders of common stock are entitled to one vote per share of common stock on all matters to be vote on by the stockholders. There are no cumulative voting rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared by the board of directors out of funds legally available for dividends. In the event of a liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in the net assets remaining after payment in full of all liabilities, subject to the prior rights of preferred stock, if any, then outstanding. There are no redemption or sinking fund provisions applicable to the common stock.
DIVIDENDSTransfer Agent
The Company has never paid cash dividends on its common stock. The declaration and paymentTransfer Agent for the Company’s Common Stock is Colonial Stock Transfer Co., 66 Exchange Place, Suite 100, Salt Lake City, UT 84111.
Equity Compensation Plans
We do not have any equity compensation plans.
Recent Sales of dividends isUnregistered Securities; Use of Proceeds from Registered Securities
We have issued no unregistered securities within the discretion of the Company's board of directors and will depend, among other factors,period covered by this report, which have not previously been reported on earnings and debt service requirements as well as the operating and financial condition of the Company. At the present time, the Company's anticipated working capital requirements are such that it intends to follow a policy of retaining earnings in order to finance the development of its business. Accordingly, the Company does not expect to pay a cash dividend within the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIESForm 10-Q or Form 8-K.
The following is a descriptionWe have made no sale of unregisteredregistered securities soldduring the period covered by this report.
Purchases of Equity Securities by the Company from January 1, 2012 throughRegistrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2013 including the date sold, the title of the securities, the amount sold, the identity of the person who purchased the securities, the price or other consideration paid for the securities, and the section of the Securities Act of 1933 under which the sale was exempt from registration as well as the factual basis for claiming such exemption.2014.
| § | On March 2, 2012 we issued 6,052,949 shares of common stock to Upton Development Corp. as interest payments in lieu of cash on notes owed by the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D. |
| § | On March 12, 2012 we issued 5,000,000 shares of common stock to Steven R. Peacock as interest payments in lieu of cash on notes owed by the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D. |
| § | On March 12, 2012 we issued 6,000,000 shares of common stock to Virginia L. Roberts Trust as interest payments in lieu of cash on notes owed by the Company. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D. |
| § | On March 12, 2012 we issued 5,625,000 shares of common stock to Donna Steward as financial consulting compensation for her non board services. This issuance was intended to be exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated under Regulation D. |
The following is a discussion of certain factors affecting Registrant's results of operations, liquidity and capital resources. You should read the following discussion and analysis in conjunction with the Registrant's consolidated financial statements and related notes that are included herein under Item 78 below.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
The statements contained in the section captioned Management's Discussion and Analysis of Financial Condition and Results of Operations which are historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements represent the Registrant's present expectations or beliefs concerning future events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to the Registrant's future profitability; the uncertainty as to the demand for Registrant's services; increasing competition in the markets that Registrant conducts business; the Registrant's ability to hire, train and retain sufficient qualified personnel; the Registrant's ability to obtain financing on acceptable terms to finance its growth strategy; and the Registrant's ability to develop and implement operational and financial systems to manage its growth.
The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K.
Plan of Operation
The Company intends to operateoperates its business primarily through itsthe parent company and its subsidiaries and joint venture, as described above, as well as entities that may be formed or acquired in the future.
| | | | | | | |
| | | | | | For the years ended |
| | | | | | 12/31/2013 | 12/31/2012 |
| | | | | | | |
| | | Revenues | | $ | 8,467 | $633 |
| | | | | | | |
| | 1 | ) | Officer Wages | | 9,000 | 9,000 |
| | 2 | ) | Professional Fees | | 10,250 | 38,682 |
| | 3 | ) | Administrative | | 26,744 | 84,808 |
| | | | | | | | |
| | | | Interest expense | 0 | (9,490) |
| | 4 | ) | Debt Forgiveness | 46,871 | 138,238 |
| | 5 | ) | Realized Gain on Investment | 139,050 | 927,318 |
| | | | Other Income(Expense) | 10,000 | 0 |
| | | | | | | | |
| | | | | NET INCOME | $158,394 | $924,209 |
| | | | | | | | |
| | 1 | ) | Salaries, Wages & Personnel Costs are for the principal executive officers as noted above. |
| | 2 | ) | Professional Fees include bookkeeping, accounting, auditing and legal fees incurred in conjunction with |
| | | | the Company’s public filings processes as well for occasional external help with day-to-day operations, |
| | | | as the Company has not hired its permanent accounting or legal staff. Additional Consulting fees |
| | | | occur on reviewing potential merger candidates. |
| | 3 | ) | All Other expenses include travel, entertainment, supplies, postage and other General & |
| | | | Administrative expenses incurred in the day to day operations of the Company. |
| | 4 | ) | Settlement of liabilities . |
| | 5 | ) | Realized gain on sale of Canyon Shadows limited partnership 2012 |
| | | | realized gain on sale of Pipeline subsidiary 2013 |
| | | | | | | | |
Results of Operations 2013-20122014-2013
Analysis of the calendar years ended December 31, 2013 through calendar years ended2014 and December 31, 2012.2013.
Revenues
For the year ended December 31, 2013,2014, revenues were approximately $8,467$42,094 compared to $633$8,467 for the year ended December 31, 2012,2013, increasing by $7,834. During this time$33,627. A total of $39,721 in sales in the current period was from our oil services operations and $2,373 from our litigation services operations. All of our sales from the prior period was investment income stopped as a result of the sale of the Canyon Shadows investment. The 2012 income was our last regular service fee and the $8,467 in 2013 was a distribution of excess funds.related income.
G & A Expenses
G&A expense decreasedincreased to $417,003 for the year ended December 31, 2014 from $36,543 for the year ended December 31, 2013, from $130,836 for the year ended December 31, 2012, a decreasean increase of $94,293.$380,460. The decreases in G&A were caused by heavy start up expenses for the start up subsidiary Pipeline Nutrition USA, Inc. which totaled $46,749 in 2012 and were zero in 2013. Additionally the company recorded decreased professionalCompany consulting fees of $28,432$82,053 the continued ramping up of our operations in our oil services subsidiary for $90,012 and the expansion of our Litigation Capital subsidiary in the amount of $36,398. All prior period expense is all general administrative cost from due diligence cost associated with reviewing potential investments during the 2012 period. The remainder of the expenses was all considered normal small business operating expenses associated with operations.our parent.
Other income and expenses
Other items decreasedincreased to a net expense of $6,965,242 for the year ended December 31, 2014 from a net income of $195,921 for the year ended December 31, 2013, from a net income of $1,056,066 for the year ended December 31, 2012, resulting in a total net item decrease of $860,145.$7,161,163. The 2012 gain onitems causing the salelarge increase included an intangible asset impairment charge of the Canyon Shadows investment was $927,318$6,665,887 and there were liabilities settled creating additional debt forgiveness incomea loan impairment charge of $138,238 in 2012 as well. We had income from the sale of our subsidiary Pipeline Nutrition U.S.A. Inc. of $139,050 as well as additional debt forgiveness of $46,871.$295,000.
Net income (loss)
Net Income decreased to a loss of $7,360,235 for the year ended December 31, 2014 from net income of $195,921 for the year ended December 31, 2013, from net income of $924,209 for the year ended December 31, 2012, a decrease of $728,288.$7,556,156. The decrease was mostly related to a realized gain on investmentan impairment charges listed above and debt forgiveness income noted above along with a cut back in general and administrative expenses in 2013.the continued development of our subsidiaries.
Liquidity and Capital Resources 2013-20122014-2013
Analysis of the calendarfiscal years ended December 31, 2013 through calendar years ended2014 and December 31, 2012.2013:
On December 31, 20132014 the Company had total assets of $307,045$1,573,741 compared to $219,642$307,045 on December 31, 20122013 an increase of $87,403.$1,266,696. The Company had total liabilities of $308,577 on December 31, 2014 compared to $27,701 on December 31, 2013 compared to $98,692 on December 31, 2012 a decrease of $70,991.$280,876. The Company had a total stockholders' equity of $279,344$1,265,165 on December 31, 20132014 compared to a stockholders' equity of $120,950$279,344 on December 31, 20122013 an increase of $158,394.$985,821. The Company’s small increase in assets resulted from the cash heldacquisition of assets acquire for operations after the sale of their investment generated enough profit and cash flow to pay off the bulk of their 2011 liabilities and increase the shareholder accounts from a deficit to a small equity.stock sales. The Company has also incurred some new liabilities to cover the review of new opportunities to reposition its current investments as possible down payments on new income opportunities to be used in conjunction with the Net Tax Operating Losses to provide a stable cash flow and operating base.
Additional investment avenues are also being reviewed as alternatives to cover the remaining debt structure of the Company. The Company feelsdoes not believe that it can maintain its current operating levels out of remaining cash until new joint venture opportunities can be found without seekingwhich was $923 at December 31, 2014. In order to ensure continued operations, the Company must raise additional capital through the sale of debt, stock or convertible debt, the latter two of which would have a dilutive additional funding.effect upon the currently issued and outstanding shares of the Company’s common stock.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 2 to the consolidated financial statements in Part 1 of this Annual Report on Form 10-K for information related to new accounting pronouncements.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.
Not applicable to a smaller reporting Company.
The response to this item is submitted as a separate section of this report beginning on page F-1.
We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended December 31, 2014 or any interim period. We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| o | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
| | |
| o | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
| | |
| o | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2014, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2014.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully, implemented by September 30, 2015.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
On March 13, 2015, in accordance with the Nevada Revised Statutes, the Company’s Articles of Incorporation, as amended, and the then-existing By Laws of the Company, the Board of Directors voted unanimously to adopt updated By Laws for the Company. The updated By Laws are attached to this Annual Report as Exhibit 3.2 hereto.
PART III
Directors and Officers
The following sets forth the names and ages of all of our directors and executive officers as of the date of this annual report. Also provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.
The following persons constitute all of the Company’s Executive Officers and Directors:
| NAME | AGE | POSITION |
| Craig Crawford | 61 | President, Chief Executive Officer, Chief Financial Officer and Director |
| Tommie J. Morgan | 73 | Secretary and Director |
Craig Crawford, 61, President, Chief Financial Officer and Director. Mr. Crawford has been employed as a senior manager or senior officer in the oil & gas industry for over 35 years. His most recent employment is as follows: From August 2008 to July 2011, he served as Director of Operations of Willbros, Inc. - Facilities Business Unit. In January 2010 he participated in the formation of Texas Gulf Oil & Gas, Inc. From July 2011 to April 2014, he served as a Co-founder and Chief Executive/Chief Financial Officer and a director of Texas Gulf Energy, Inc., and as President of International Plant Services LLC, its wholly owned subsidiary. From December, 2013 to present he has served as Vice President – Construction of a major engineering and construction firm, overseeing capital oil & gas construction projects in the State of Alaska.
Tommie J. Morgan, Ph.D., 73, Secretary and a director. Dr. Morgan is a Medical Physicist, who is licensed in the States of Texas, Arizona and Nevada, specializing in Diagnostic, Nuclear and Health Physics. He has a prior academic appointment as Chief, Diagnostic Physics and Associate Professor at MD Anderson Hospital & Tumor Institute, University of Texas System Cancer Center in Houston, Texas (1982-1989). He served as President of IATRO Services, Inc. from 1988 to 1995, Vice President of IATRO Holdings, Inc. from 1992 to 1994, President of IATRO, Inc. from 1992 to 1994 and President of IATRO, Inc. from 1992 to 1994, all of which positions were located in Houston, TX. Dr. Morgan has owned and acted as President of private consulting firms, Medikos, Inc. and Morgan Consultants, Inc., from 1994 to present, consulting with numerous hospitals and medical centers throughout the United States including, but not limited to, consulting regarding business plans, budgets, cash flow, staffing requirements, operational needs, equipment acquisitions and regulatory compliance. Dr. Morgan has also served as Acting Chief, Regulatory Affairs for OB Scientific, Inc. of Milwaukee, Wisconsin from 1999 to present. Dr. Morgan also has extensive experience in investing in oil and gas ventures. Dr. Morgan received his B.S.E. in Mathematics, Physics and Education from Arkansas State Teachers College, his M.S. in Radiation Science from the University of Arkansas Medical Center and his Ph.D. in Bionucleonics (Radiation Physics and Radiation Bio-effects) from Purdue University.
Each director is elected for one year at the annual meeting of stockholders and serves until the next annual meeting or until a successor is duly elected and qualified. Executive officers serve at the discretion of our board of directors. There are no family relationships among any of the directors and executive officers.
Code of Ethics
As used herein,revised in August 2011, the term "Company" refersBoard of Directors adopted a Code of Ethics for Senior Financial Officers. The Code of Ethics was adopted pursuant to Broadleaf Capital Partners, Inc.,the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission there under. A copy of the Code of Ethics will be made available upon request at no charge. Requests should be directed in writing to the Company at 201 S. Laurel, Luling, TX 78648.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires each of the Company’s directors and executive officers, and any beneficial owner of more than 10 percent of the Company's common stock, to file reports with the SEC. These include initial reports and reports of changes in the individual’s beneficial ownership of the Company’s common stock. Such persons are also required by SEC regulations to furnish the Company with copies of such reports.
Audit Committee and Audit Committee Financial Expert
The Company does not have a Nevada corporation,separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, or a committee performing similar functions. The board of directors has determined that the Company does not have an audit committee financial expert serving on the board. The Company does not have an audit committee financial expert because it has been unable to attract and its subsidiariescompensate an individual with the necessary skills to serve in such role. The Company intends to identify and predecessors unless otherwise indicated. Consolidated, audited, condensedappoint a financial statements including a balance sheetexpert when possible.
Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.
Summary Compensation Table
The compensation of the named executive officers for the Company as of thelast two completed fiscal years ended December 31, 2013 and December 31, 20122014 is shown below:
Name and Principal Position | Year Ended | | Salary $ | | | Bonus $ | | | Stock Awards $ | | | Option Awards $ | | | Non-Equity Incentive Plan Compensation $ | | | Non-qualified Deferred Compensa-tion Earnings $ | | All Other Compen-sation $ | Total $ |
| | | | | | | | | | | | | | | | | | | | | | |
| J. Michael King, | 2013 | | | 9,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | - | 9,000 |
| Former President | 2014 | | | 12,329 | | | | | | | | | | | | | | | | | | | | | | | 12,239 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Donna Steward | 2013 | | | | | | | | | | | | | | | | | | | n/a | | | | | | | |
| Former Secretary | 2014 | | | 6,819 | | | | | | | | | | | | | | | | | | | | | | | 6,819 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Craig Crawford | 2014 | | | 6,634 | | | | - | | | | - | | | | | | | | | | | | | | | 6,634 |
| CEO, President, and CFO | 2013 | | | - | | | | - | | | | - | | | | - | | | | n/a | | | | - | | - | |
Stock Options/SAR Grants
The Company has not granted any stock options or stock appreciation rights since our date of incorporation on September 3, 2010.
We anticipate that we will adopt a stock option plan, pursuant to which shares of our common stock will be reserved for issuance to satisfy the exercise of options. The stock option plan will be designed to retain qualified and audited statementscompetent officers, employees, directors and consultants. Our Board of income, cash flowsDirectors, or a committee thereof, shall administer the stock option plan and changeswill be authorized, in shareholders' equity upits sole and absolute discretion, to grant options thereunder to all of our eligible employees, including officers, and to our directors, whether or not those directors are also our employees. Options will be granted pursuant to the provisions of the stock option plan on such terms, subject to such conditions and at such exercise prices as shall be determined by our Board of Directors. Our stock option plan and the stock option agreements will provide that options granted pursuant to the stock option plan shall not be exercisable after the expiration of ten years from the date of grant.
Long-Term Incentive Plans
As of December 31, 2014, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.
Outstanding Equity Awards at Fiscal Year-end
As of the year ended December 31 30, 2014, each named executive officer had these unexercised options, stock that has not vested, and equity incentive plan awards:
OPTION AWARDS
| Name | | Number of Securities Underlying Unexercised Options # Exercisable | | | Number of Unexercisable Options | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options | | | Option Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock Not Vested | | | Market Value of Shares or Units Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested | | | Value of Unearned Shares, Units or Other Rights Not Vested | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
J. Michael King, Former President | | | - | | | | - | | | | - | | | | - | | | | n/a | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Donna Steward, Former Secretary | | | | | | | | | | | | | | | | | | | n/a | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Craig Crawford CEO, President, and CFO | | | - | | | | - | | | | - | | | | - | | | | n/a | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity Compensation Plans
We do not have any securities authorized for issuance under any equity compensation plan. We also do not have an equity compensation plan and do not plan to implement such balance sheetsa plan.
| Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation (excluding securities reflected in column (a)) | |
| | | | | | | | | |
| Equity compensation plans approved by security holders | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
| Equity compensation plans not approved by security holders | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
| Total | | | - | | | | - | | | | - | |
Employment Contracts
We currently do have any employment contracts with any of our officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our director and executive officer and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2014, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2014, and the comparable periodrepresentations made by the reporting persons to us, we believe that during the year ended December 31, 2014, our executive officer and director and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31 2014, by each person or entity known by us to be the beneficial owner of more than 5% of the preceding year are attached heretooutstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as Pages 13 through 32a group. Unless otherwise indicated, the persons named in the table below have sole voting and are incorporated hereininvestment power with respect to the number of shares indicated as beneficially owned by this reference.them.
| Class Type | Beneficial Owner Name and Address | Amount of Ownership | Percentage Ownership |
| Officers and Directors | | | |
| | | |
| Common Stock | Craig Crawford President, Chief Financial Officer and Director (1) | 18,812 shares | 1.2% |
| | | |
| Common Stock | Tommie J. Morgan Secretary and Director (1) | -0- shares | 0% |
| | | |
| Common Stock | All Officer and Directors as a Group – 2 members | 18,812 shares | 1.2% |
| | | |
| 5% Shareholders | | | |
| | | |
| Common Stock | J. Michael King 3887 Pacific Street Las Vegas, NV 89146 | 162,465 shares | 10.7% |
| | | |
| Common Stock | Litigation Capital, Inc. 1062 Indiantown Road Suite 400 Jupiter, FL 33477 | 137,335 shares | 9.1% |
| | | |
| Common Stock | Donna Steward 2911 S. Santa Fe San Marcos, CA 92069 | 77,077 shares | 5.1% |
| | | |
| Series B Preferred | Litigation Capital, Inc. 1062 Indiantown Road Suite 400 Jupiter, FL 33477 | 300,000 shares | 100% |
| | | |
| Series C Preferred | Texas Gulf Oil & Gas, Inc. 123 No. Post Oak Lane Suite 440 Houston, TX 77024 | 900 shares | 100% |
| (1) | The address is: c/o EnergyTEK Corp., 201 S. Laurel, Luling, TX 78648. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
Changes in Control - We are not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403.
Certain Relationships and Related Transactions
When the Company is contemplating entering into any transaction in which any executive officer, director, nominee or any family member of the foregoing would have any direct or indirect interest, regardless of the amount involved, the terms of such transaction have to be presented to the full board of directors (other than any interested director) for approval. The board has not adopted a written policy for related party transaction review but when presented with such transaction, they are discussed by the full board of directors and documented in the board minutes.
During the fiscal years ended December 31, 2013 and December 31, 2014, the Company engaged in the following transactions with a related person: None
Director Independence
Our board of directors affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which include all elements of independence set forth in NASDAQ Rule 4200(a)(15). Based on this standard, the board of directors has determined that it currently it has no members who qualify as “independent.”
Audit Fees
The aggregate fees billed for each of the last three fiscal years for professional services rendered by the principal accountant for our audit of annual consolidated financial statements and reviews of our interim consolidated financial statements included in our Form 10-Q and Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:
Audit Fees 2013: $10,000
Audit Fees 2014: $12,000
Audit-Related Fees
None.
Tax Fees
None.
All Other Fees
None.
Audit Committee Policies and Procedures
As of the date of this Annual Report, the Company does not have an established audit committee. The appointment of John Scrudato CPA was approved by the Board of Directors as the principal auditors for the Company. There are no board members that are considered to have significant financial experience. When independent directors with the appropriate financial background join the board, the board plans to establish an audit committee, which will then adopt an appropriate charter and pre-approval policies and procedures in connection with services to be rendered by the independent auditors.
(a) Financial Statements and Schedules
See Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.
(b) Exhibits
| Exhibit No. | Description | | Location |
| | | |
2.1 | Purchase Agreement between the Company and Texas Gulf Oil & Gas, Inc. dated March 31, 2014. | | Incorporated by reference Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2014. |
| | | |
| 2.2 | Purchase Agreement between the Company and Litigation Capital, Inc. dated March 31, 2014. | | Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8 filed with the SEC on April 4, 2014. |
|
| 2.3 | Share Exchange Agreement between the Company and Texas Gulf Oil & Gas, Inc. May 21, 2014, | | Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2014. |
| | | |
| 3.1 | Articles of Incorporation of the Company, as amended. | | Filed herewith. |
| | | |
| 3.2 | Bylaws of the Company | | Filed herewith. |
| | | |
| 4.1 | Certificate of Designation of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on March 31, 2014. | | Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2014 (subsequently amended and restated). |
| | | |
| 4.2 | Certificate of Designation of Series B Convertible Preferred Stock filed with the Nevada Secretary of State on March 31, 2014. | | Incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2014. |
| | | |
| 4.3 | Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock filed with the Nevada Secretary of State on April 29, 2014. | | Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 8-K for the period ended March 31, 2014, filed with the SEC on May 2, 2014. |
| | | |
| 4.4 | Certificate of Designation of Series C Convertible Preferred Stock filed with the Nevada Secretary of State on May 20, 2014. | | Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 8-K filed with the SEC on May 28, 2014 (subsequently corrected and amended). |
|
| 4.5 | Certificate of Correction to Certificate of Designations of the Series C Convertible Preferred Stock filed with the Nevada Secretary of State on May 22, 2014. | | Provided herewith. |
| | | |
| 4.6 | Certificate of Amendment to Certificate of Certificate of Designations of the Series C Convertible Preferred Stock filed with the Nevada Secretary of State on September 19, 2014. | | Provided herewith. |
| | | |
| 4.7 | Certificate of Amendment to Certificate of Certificate of Designations of the Series C Convertible Preferred Stock filed with the Nevada Secretary of State on January 7, 2015. | | Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2015. |
| | | |
| 10.1 | Joint Venture Agreement between the Company and Wagley Offshore-Onshore, Inc. dated January 6, 2015. | | Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2015. |
| | | |
10.2 | Limited Liability Company Operating Agreement for Wagley-EnergyTEK LLC by and between the Company and Wagley Offshore-Onshore, Inc. dated January 6, 2015. | | Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2015. |
| | | |
| 21 | List of Subsidiaries of the Company | | Provided herewith. |
| | | |
| 31.1 | Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Provided herewith |
| | | |
| 31.2 | Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | Provided herewith |
| | | |
| 32.1 | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Provided herewith |
| | | |
| 32.2 | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | Provided herewith |
| | | |
| 101 | The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements. | | Provided herewith |
In accordance the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENERGYTEK CORP. | |
| | |
Date: March 30, 2015 | | |
| | |
| By: | /s/ Craig Crawford |
| | Craig Crawford |
| | Chief Executive Officer & Principal Executive Officer |
| | |
| | /s/ Craig Crawford |
| | Craig Crawford |
| | Chief Financial Officer & Principal Financial Officer |
In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2015.
| Signatures | | Title | | Date |
| | | | |
| /s/ Craig Crawford | | Board Chairperson, Director | | March 30, 2015 |
| Craig Crawford | | | | |
| | | | |
| /s/ Tommie J. Morgan | | Director | | |
| Tommie J. Morgan | | | | |
John Scrudato CPA
7 Valley View Drive
Califon, New Jersey 07830
908-534-0008CERTIFIED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc.)
We have audited the accompanying balance sheet of Energy Tek Corp. (formerly Broadleaf Capital Partners, Inc. and subsidiaries (“the Company”) as of December 31, 20132014 and 2012,2013 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’sCompany management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controlscontrol over financial reporting. Our auditaudits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesprovide a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of Energy Tek Corp. (formerly Broadleaf Capital Partners,, Inc. and subsidiaries as of) at December 31, 20132014 and 2012,2013, and the results of itstheir operations and itstheir cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3,4, the Company has incurred significant accumulated deficits, recurring operating losses since inception of $14,029,261.and a negative working capital. This and other factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 3.4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ John Scrudato CPA
Califon, New Jersey
March 3, 201420, 2015
7 Valley View Drive Califon, New Jersey 07830
Registered Public Company Accounting Oversight Board Firm
| | | | | | | |
| ENERGY TEK CORP. | |
| (FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) | |
| CONSOLIDATED BALANCE SHEETS | |
| | 31-Dec-14 | | 31-Dec-13 | |
| | | "Audited" | | | "Audited" | |
| ASSETS | |
| CURRENT ASSETS | | | | | | |
| Cash | | $ | 923 | | | $ | 7,045 | |
| Accounts receivable(net) | | | 624 | | | | 0 | |
| Notes receivable current portion | | | 0 | | | | 135,000 | |
| TOTAL CURRENT ASSETS | | | 1,547 | | | | 142,045 | |
| Notes Receivable - net of current portion | | | 0 | | | | 165,000 | |
| Property, plant and equipment, net | | | 231,050 | | | | 0 | |
| Intangible assets | | | 1,085,144 | | | | 0 | |
| Goodwill | | | 256,000 | | | | 0 | |
| TOTAL ASSETS | | $ | 1,573,741 | | | $ | 307,045 | |
| LIABILITIES AND EQUITY | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 59,186 | | | $ | 14,951 | |
| Other current liabilities | | | 31,096 | | | | 0 | |
| Notes payable - current portion | | | 135,000 | | | | 0 | |
| Notes payable - related party | | | 83,294 | | | | 12,750 | |
| TOTAL CURRENT LIABILITIES | | | 308,576 | | | | 27,701 | |
| TOTAL LIABILITIES | | | 308,576 | | | | 27,701 | |
| COMMITMENTS AND CONTINGENCIES (Note 9) | | | | | | | | |
| ENERGY TEK CORP. ("ENTK") SHAREHOLERS' EQUITY | | | | | | | | |
| Preferred Stock 10,000,000 authorized all series: Series C $0.01 par value 900 shares | | | | | | | | |
| issued and outstanding at December 31, 2014 and none at December 31, 2013 | | | 9 | | | | 0 | |
| Series B $0.01 par value 300,000 shares issued and outstanding at December 31, 2014 | | | | | | | | |
| and none at December 31, 2013. | | | 3,000 | | | | 0 | |
| Common Stock 500,000,000 authorized at $0.001 par value; 1,508,367 and | | | | | | | | |
| 1,113,986 shares issued and outstanding December 31, 2014 and December 31, 2013. | | | 1,508 | | | | 1,114 | |
| Additional paid-in capital | | | 22,695,464 | | | | 14,307,491 | |
| Accumulated deficit | | | (21,389,496 | ) | | | (14,029,261 | ) |
| Less Treasury stock at cost (137,335 shares at $0.33) | | | (45,320 | ) | | | 0 | |
| TOTAL EQUITY | | | 1,265,165 | | | | 279,344 | |
| TOTAL LIABILITIES, AND EQUITY | | $ | 1,573,741 | | | $ | 307,045 | |
| | | | | | | | | |
| “The accompanying notes are an integral part of these consolidated financial statements." | |
| ENERGY TEK CORP. | |
| (FORMERLY BROADLEAF CAPITAL PARTNERS, INC.) | |
| CONSOLIDATED STATEMENTS OF OPERATIONS | |
| | | | | | | |
| | | For the Years Ended | |
| | 31-Dec-14 | | | 31-Dec-13 | |
| | "Audited" | | | "Audited" | |
| | | | | | | |
| REVENUES | | $ | 42,094 | | | $ | 8,467 | |
| | | | | | | | | |
| COST OF SALES | | | 20,084 | | | | 0 | |
| | | | | | | | | |
| GROSS PROFIT | | | 22,010 | | | | 8,467 | |
| | | | | | | | | |
| OPERATING EXPENSES | | | 417,003 | | | | 36,543 | |
| | | | | | | | | |
| NET INCOME(LOSS) FROM OPERATIONS | | | (394,993 | ) | | | (28,076 | ) |
| | | | | | | | | |
| OTHER INCOME (EXPENSE) | | | | | | | | |
| Other Income | | | 0 | | | | 10,000 | |
| Impairment charge | | | (6,960,887 | ) | | | 0 | |
| Realized Gain on Sale of Investment | | | 0 | | | | 139,050 | |
| Debt Forgiveness | | | 0 | | | | 46,871 | |
| Interest expense | | | (4,355 | ) | | | 0 | |
| TOTAL OTHER INCOME (EXPENSE) | | | (6,965,242 | ) | | | 195,921 | |
| | | | | | | | | |
| INCOME (LOSS) FROM CONTINUING | | | | | | | | |
| OPERARION BEFORE INCOME TAXES | | | (7,360,235 | ) | | | 167,845 | |
| | | | | | | | | |
| Income taxes | | | 0 | | | | (9,451 | ) |
| | | | | | | | | |
| NET INCOME (LOSS) | | $ | (7,360,235 | ) | | $ | 158,394 | |
| | | | | | | | | |
| INCOME (LOSS) PER SHARE | | | | | | | | |
| Basic Income (Loss) Per Share basic | | | (6.48 | ) | | | 0.14 | |
| Basic Income (Loss) Per Share diluted | | | (0.08 | ) | | | 0.14 | |
| | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | | | |
| BASIC | | | 1,135,896 | | | | 1,113,986 | |
| DILUTED | | | 92,935,896 | | | | 1,113,986 | |
| | | | | | | | | |
| “The accompanying notes are an integral part of these consolidated financial statements." | |
| | | | | | |
| |
| Consolidated Balance Sheets | |
| | | 12/31/13 | | 12/31/12 | |
| | | Audited | | Audited | |
| ASSETS | |
| CURRENT ASSETS | | | | | |
| Cash | | $ | 7,045 | | $ | 94,642 | |
| Notes receivable current portion | | | 135,000 | | | 0 | |
| TOTAL CURRENT ASSETS | | | 142,045 | | | 94,642 | |
| OTHER ASSETS - Note Receivable | | | 165,000 | | | 125,000 | |
| | | | | | | | |
| TOTAL ASSETS | | $ | 307,045 | | $ | 219,642 | |
| | | | | | | | |
| LIABILITIES AND EQUITY | |
| CURRENT LIABILITIES | | | | | | | |
| Accounts payable and accrued expenses | | $ | 14,951 | | $ | 51,821 | |
| Accrued interest | | | 0 | | | 16,488 | |
| Notes payable - current portion | | | 12,750 | | | 30,383 | |
| TOTAL CURRENT LIABILITIES | | | 27,701 | | | 98,692 | |
| LONG-TERM DEBT - None | | | 0 | | | 0 | |
| | | | | | | | |
| TOTAL LIABILITIES | | | 27,701 | | | 98,692 | |
| COMMITMENTS AND CONTINGENCIES (Note 8) | | | | | | | |
| BROADLEAF CAPITAL PARTNERS, INC.( BDLF) SHAREHOLERS' EQUITY | | | | | | | |
| Preferred Stock 100,000,000 authorized at $0.001 par value; | | | | | | | |
| shares issued and outstanding December 31, 2013 and 2012 were 0. | | | 0 | | | 0 | |
| Common Stock 250,000,000 authorized at $0.001 par value; | | | | | | | |
| shares issued and outstanding December 31, 2013 and 2012 | | | | | | | |
| were 167,097,874. | | | 167,098 | | | 167,098 | |
| Additional paid-in capital | | | 14,141,507 | | | 14,141,507 | |
| Accumulated deficit | | | (14,029,261 | ) | | (14,187,655 | ) |
| TOTAL EQUITY | | | 279,344 | | | 120,950 | |
| | | | | | | | |
| TOTAL LIABILITIES, AND EQUITY | | $ | 307,045 | | $ | 219,642 | |
| | | | | | | | |
| “The accompanying notes are an integral part of these consolidated financial statements." | |
| | | | | |
|
| Consolidated Statements of Operations |
| | | | | |
| | For the Years Ended | |
| | 12/31/13 | | 12/31/12 | |
| | Audited | | Audited | |
| | | | | |
| REVENUES | $ | 8,467 | | $ | 633 | |
| | | | | | | |
| OPERATING EXPENSES | | 36,543 | | | 130,836 | |
| | | | | | | |
| NET INCOME(LOSS) FROM OPERATIONS | | (28,076 | ) | | (130,203 | ) |
| | | | | | | |
| OTHER INCOME (EXPENSE) | | | | | | |
| | | | | | | |
| Realized Gain on Sale of Investment | | 139,050 | | | 927,318 | |
| Debt Forgiveness | | 46,871 | | | 138,238 | |
| Interest income | | 10,000 | | | 0 | |
| Interest expense | | 0 | | | (9,490 | ) |
| | | | | | | |
| TOTAL OTHER INCOME (EXPENSE) | | 195,921 | | | 1,056,066 | |
| | | | | | | |
| INCOME (LOSS) FROM CONTINUING | | | | | | |
| OPERARION BEFORE INCOME TAXES | | 167,845 | | | 925,863 | |
| | | | | | | |
| Income taxes | | (9,451 | ) | | (1,654 | ) |
| | | | | | | |
| NET INCOME (LOSS) | $ | 158,394 | | $ | 924,209 | |
| | | | | | | |
| BASIC INCOME (LOSS) PER SHARE | | | | | | |
| | | | | | | |
| Basic Income (Loss) Per Share | | 0.001 | | | 0.006 | |
| | | | | | | |
| BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF | | | | | | |
| SHARES OUTSTANDING | | 167,097,874 | | | 163,318,216 | |
| | | | | | | |
| “The accompanying notes are an integral part of these consolidated financial statements." | |
| ENERGY TEK CORP. | |
| (FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| | | For the Years Ended | |
| | | 31-Dec-14 | | | 31-Dec-13 | |
| | | "Unaudited" | | | "Audited" | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
| Net income (loss) from continuing operations | | $ | (7,360,235 | ) | | $ | 158,394 | |
| Adjustments to reconcile net loss to net cash | | | | | | | | |
| used by operating activities: | | | | | | | | |
| Depreciation | | | 20,600 | �� | | | 0 | |
| Impairment charge | | | 6,960,887 | | | | 0 | |
| Common stock issued as compensation | | | 119,535 | | | | 0 | |
| | | | | | | | | |
| (Increase) decrease in accounts receivable | | | (624 | ) | | | 0 | |
| Increase (decrease) in accounts payable /accrued expenses | | | 43,171 | | | | (36,870 | ) |
| Increase (decrease) in accrued interest | | | 0 | | | | (16,488 | ) |
| NET CASH USED IN OPERATING ACTIVITIES | | | (216,666 | ) | | | 105,036 | |
| | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
| None | | | 0 | | | | 0 | |
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES | | | 0 | | | | 0 | |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| Issuance of note receivable | | | 5,000 | | | | (175,000 | ) |
| Issuance of notes payable | | | 135,000 | | | | 12,750 | |
| Extinguishment of debt | | | 0 | | | | (30,383 | ) |
| Related party proceeds | | | 70,544 | | | | 0 | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 210,544 | | | | (192,633 | ) |
| | | | | | | | | |
| NET DECREASE IN CASH | | | (6,122 | ) | | | (87,597 | ) |
| | | | | | | | | |
| CASH, BEGINNING OF PERIOD | | | 7,045 | | | | 94,642 | |
| | | | | | | | | |
| CASH, END OF PERIOD | | $ | 923 | | | $ | 7,045 | |
| | | | | | | | | |
| "The accompanying notes are an integral part of these consolidated financial statements." | |
| | | | | |
|
| Consolidated Statements of Cash Flows |
| | | | | |
| | For the Years Ended | |
| | 12/31/13 | | 12/31/12 | |
| | Audited | | Audited | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | |
| Net income (loss) from continuing operations | $ | 158,394 | | $ | 924,209 | |
| Adjustments to reconcile net loss to net cash | | | | | | |
| used by operating activities: | | | | | | |
| Common stock issued for services | | 0 | | | 42,000 | |
| Gain on sale of investment | | 0 | | | (927,318 | ) |
| | | | | | | |
| Increase (decrease) in accounts payable /accrued expenses | | (36,870 | ) | | (117,466 | ) |
| Increase (decrease) in accrued interest | | (16,488 | ) | | (196,461 | ) |
| Increase (decrease) in judgments' payable | | 0 | | | (39,372 | ) |
| | | | | | | |
| NET CASH USED IN OPERATING ACTIVITIES | | 105,036 | | | (314,408 | ) |
| | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | |
| | | | | | | |
| Proceeds from sale of investment | | 0 | | | 952,285 | |
| | | | | | | |
| NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES | | 0 | | | 952,285 | |
| | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
| | | | | | | |
| Payments on notes payable | | 0 | | | (430,192 | ) |
| Extinguishment of debt | | (30,383 | ) | | 0 | |
| Issuance of notes payable | | 12,750 | | | 0 | |
| Issuance of note receivable | | (175,000 | ) | | (125,000 | ) |
| | | | | | | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $ | (192,633 | ) | $ | (555,192 | ) |
| | | | | | | |
| NET DECREASE IN CASH | | (87,597 | ) | | 82,685 | |
| | | | | | | |
| CASH, BEGINNING OF PERIOD | | 94,642 | | | 11,957 | |
| | | | | | | |
| CASH, END OF PERIOD | | 7,045 | | | 94,642 | |
| | | | | | | |
| "The accompanying notes are an integral part of these consolidated financial statements." | |
| ENERGY TEK CORP. | |
| (FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | |
| | |
| | | For the Years Ended | |
| | | 31-Dec-14 | | | 31-Dec-13 | |
| | | "Unaudited" | | | "Unaudited" | |
| | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH | | | | | | |
| FLOW INFORMATION | | | | | | |
| | | | | | | |
| Interest paid | | $ | 4,355 | | | $ | 684 | |
| Income taxes paid | | $ | 0 | | | $ | 0 | |
| | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF | | | | | | | | |
| NON-CASH ACTIVITIES | | | | | | | | |
| | | | | | | | | |
| Preferred stock series B & C stock issued | | | | | | | | |
| in purchase of acquisition assets | | $ | 8,023,377 | | | $ | 0 | |
| Common stock issued for services | | $ | 67,630 | | | $ | 0 | |
| Common stock exchanged for debt | | $ | 74,158 | | | $ | 0 | |
| Treasury stock issued for debt | | $ | 45,320 | | | $ | 0 | |
| | | | | | | | | |
| "The accompanying notes are an integral part of these consolidated financial statements." | |
| | | | | |
| |
| Consolidated Statements of Cash Flows (Continued) | |
| | |
| | For the Years Ended | |
| | 12/31/13 | | 12/31/12 | |
| | Audited | | Audited | |
| | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH | | | | |
| FLOW INFORMATION | | | | |
| | | | | |
| Interest paid | $ | 0 | | $ | 2,459 | |
| Income taxes paid | $ | 0 | | $ | 0 | |
| | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF | | | | | | |
| NON-CASH ACTIVITIES | | | | | | |
| | | | | | | |
| Common stock issued in conversion | | | | | | |
| of debts and accrued interest and judgements | $ | 0 | | $ | 180,964 | |
| Common stock issued for services | $ | 0 | | $ | 42,000 | |
| Foregiveness of debts included as income | $ | 46,871 | | $ | 138,238 | |
| Common stock issued for judgement settlements | $ | 837 | | $ | 19,262 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| "The accompanying notes are an integral part of these consolidated financial statements." | |
| ENERGY TEK CORP. | |
| (FORMERLY BROADLEAF CAPITAL PARTNERS, INC. ) | |
| Consolidated Statements of Shareholders' Equity (Deficit) | |
| For the years ended December 31, 2014 and 2013 | |
| "Audited" | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Preferred | | | | | | Common | | | | | | | | | Additional | | | | | | | |
| | | | stock | | | | | | stock | | | | | | Treasury | | | Paid in | | | Accumulated | | | | |
| | | | Shares | | | Amount | | | Shares | | | Amount | | | Stock | | | Capital | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance | 31-Dec-12 | | | 0 | | | | 0 | | | | 1,113,986 | | | | 1,114 | | | | 0 | | | | 14,307,491 | | | | (14,187,655 | ) | | | 120,950 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ended December 31, 2013 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 158,394 | | | | 158,394 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance | 31-Dec-13 | | | 0 | | | | 0 | | | | 1,113,986 | | | | 1,114 | | | | 0 | | | | 14,307,491 | | | | (14,029,261 | ) | | | 279,344 | |
| Preferred stock issued for acquisitions | | | 300,900 | | | | 3,009 | | | | 0 | | | | 0 | | | | 0 | | | | 8,201,257 | | | | 0 | | | | 8,204,266 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acquisition of treasury stock | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (45,320 | ) | | | 45,320 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock issued as Compensation | | | 0 | | | | 0 | | | | 211,880 | | | | 329 | | | | 0 | | | | 67,301 | | | | 0 | | | | 67,630 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock issued for debt | | | | 0 | | | | 0 | | | | 182,501 | | | | 63 | | | | 0 | | | | 74,095 | | | | 0 | | | | 74,158 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ended December 31, 2014 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (7,360,235 | ) | | | (7,360,235 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance | 31-Dec-14 | | | 300,900 | | | $ | 3,009 | | | | 1,508,367 | | | $ | 1,505 | | | $ | (45,320 | ) | | | 22,695,464 | | | $ | (21,389,496 | ) | | $ | 1,265,165 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| "The accompanying notes are an integral part of these consolidated financial Statements" | |
| | | | | | | | | | | | | | | | |
| |
| Consolidated Statements of Shareholders' Equity (Deficit) | |
| For the years ended December 31, 2013 and 2012 | |
| "Audited" | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | Additional | | | | | |
| | | Preferred stock | | | | Common Stock | | | | Paid in | | Accumulated | | | |
| | | Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Total | |
| | | | | | | | | | | | | | | | |
| Balance | 31-Dec-11 | | 0 | | $ | 0 | | | 142,419,925 | | $ | 142,420 | | $ | 13,913,959 | | $ | (15,111,864 | ) | $ | (1,045,485 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued | | | | | | | | | | | | | | | | | | | | | |
| for services | | | 0 | | | 0 | | | 4,500,000 | | | 4,500 | | | 37,500 | | | 0 | | | 42,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued for | | | | | | | | | | | | | | | | | | | | | |
| Debt Settlements | | 0 | | | 0 | | | 18,177,949 | | | 18,178 | | | 182,048 | | | 0 | | | 200,226 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net income for the year | | | | | | | | | | | | | | | | | | | | | |
| ended December 31, 2012 | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 924,209 | | | 924,209 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance | 31-Dec-12 | | 0 | | | 0 | | | 165,097,874 | | | 165,098 | | | 14,133,507 | | | (14,187,655 | ) | | 120,950 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net income for the year | | | | | | | | | | | | | | | | | | | | | |
| ended December 31, 2013 | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 158,394 | | | 158,394 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance | 31-Dec-13 | | 0 | | $ | 0 | | | 165,097,874 | | $ | 165,098 | | $ | 14,133,507 | | $ | (14,029,261 | ) | $ | 279,344 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| "The accompanying notes are an integral part of these consolidated financial Statements" | |
NOTE 1 - RECENT COMPANY BACKGROUND
EnergyTek Corp. formerly Broadleaf Capital Partners, Inc. (the Company), is a Nevada company. In November of 2013 the Company formed a wholly owned subsidiary Sustained Release, Inc. Although a private placement memorandum was done in December 2013, no funds were raised during the reporting period.raised. On December 30, 2013February 13, 2014, the Company sold a whollyits wholly- owned subsidiary Pipeline Nutrition U.S.A. Inc. to a related party. For accounting purposes, the effective date of the transaction was retroactively made to be December 31, 2013. Our financial statements presented here have been restated to reflect this event for both periods presented. During March 2014 we formed a new subsidiary Texas Gulf Exploration & Production, Inc. which, on March 28, 2014, acquired the majority of assets of Texas Gulf Oil & Gas Inc. Also in March 2014 we formed another new subsidiary Legal Capital Corp., which on March 28, 2014 acquired the majority of assets of Litigation Capital, Inc. On March 31, 2014 we entered into an agreement whereby the acquisition of our subsidiary, Sustained Release, Inc., was rescinded. No sales of Preferred Stock were ever sold in this proposed private placement and the Company has withdrawn this private offering.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
The Consolidated Financial Statements include the accounts of the Company and its majority-owned and wholly-owned subsidiaries. All significant intercompany account balances, transactions, profits and losses have been eliminated.
Principles of Consolidation
The financial statements include the accounts of Broadleaf Capital Partners, Inc.the Company and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities are accounted for using the equity method where applicable. Investments through which we are not able to exercise significant influence over the investee and which do not have readily determinable fair values are accounted for under the cost method where applicable.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities.
Revenue Recognition
The Company ASC No. 605 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
Cash comprisecomprises cash in hand and cash held on demand with banks. The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash equivalents are carried at cost, which approximates market value. Cash and cash equivalents comprise of the non-interest bearing checking accounts in US Dollars.
Accounts Receivables,Receivable, Net
Accounts receivable represent amounts due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for doubtful accounts, are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit. In cases where management is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, management records a specific allowance against amounts due, and reduces the net recognized receivable to the amount the Company believes will be collected. For all other customers, the Company maintains an allowance that considers the total receivables outstanding, historical collection rates and economic trends. Accounts are written off when all efforts to collect have been exhausted.
Stock Based Compensation
When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.
The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized as operating expenses.
Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease, including renewal periods, if shorter. Estimated useful lives are as follows:
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| Buildings | 40 years |
| Equipment | 5-15 years |
The Company reviews property, plant and equipment and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability is based on estimated undiscounted cash flows. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value.
Impairment of Long-Lived Assets and Amortizable Intangible Assets
The Company follows ASC 360-10, “Property, Plant, and Equipment,”which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. During the year ended December 31, 2014 the company recognized an impairment charge of $6,665,887 of its oil service industry intangible assets.
Intangible Assets - Goodwill
The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired.
Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the years ended December 31, 2013,2014, and 2012.2013.
Business segments
ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the companyCompany for making operating decisions and assessing performance. The Company determined it has two operating segments as of December 31, 2014 and one operating segment as of December 31, 2013 and December 31, 2012.2013.
Acquisitions
The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
On January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current
liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time
between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
In February 2007, the FASB issued ASC 825-10 “Financial Instruments.”ASC 825-10 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. ASC 825-10 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted ASC 825-10 on January 1, 2008. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.
Income Taxes
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards,carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
Borrowings
Borrowings are recognized initially at cost which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.
The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.
Legal Matters
The Company is not currently and from time to time is involved in any litigation incidental to the conduct of the business. The damages claimed in some ofand no reserves for litigation costs have been made at this litigation are substantial. Based on an internal review, the Company accrues reserves using management’s best estimate of the probable and reasonably estimable contingent liabilities. The management does not currently believe that any of these legal claims incidental to the conduct of the business, individually or in the aggregate, will result in liabilities material to the combined financial position, results of operations or cash flows. However, if such estimates related to these contingent liabilities are incorrect, the future results of operations for year could be materially adversely affected.time.
Special Purpose Entities
The Company does not have any off-balance sheet financing activities.
Net Income per Share
The Company computes net income (loss) per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis. ForThe Company has currently authorized a Series C Preferred stock which is convertible at a rate of one share of preferred stock into one percent of the years months ended December 31, 2013, and 2012 there were no potential dilutive securities.fully diluted common stock outstanding at the close of business on the last day prior to the date of notice of conversion.
Common Stock
There is currently only one class of common stock. Each share common stock is entitled to one vote. The authorized number of common stock of Broadleaf Capital Partners, Inc.the Company at December 31, 20132014 was 250,000,000 thousand500,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 167,097,8741,508,367 as of December 31, 20132014 and 2012.1,113,986 as of December 31, 2013. Our common authorized shares were increased on July 23, 2014 from 250,000,000 to 500,000,000. We also effectuated a 1 for 150 reverse stock split of our common stock on July 23, 2014. All our financial information in these statements have been adjusted to reflect that split.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Preferred Stock
On November 16, 2013, the Company’s Board of Directors authorized the issuance of Preferred stock of 100,000,00010,000,000 with a par value of $0.001$0.01 per share. The terms of these shares will be determined upon issuance.issuance; however, no shares were ever sold or issued.
In March of 2014 the Company issued 900 shares of Series A Preferred Stock. Series A Preferred Stock shall have the right to convert any or all of the series of Series A Preferred Stock into Common Stock . Each share of Series A Preferred Stock shall be convertible at the option of the holder at any time, after the date of issuance of such shares. Each Series A Preferred Share converts into one hundred thousand (100,000) shares of Common Stock.
On May 21, 2014, the 900 shares of Series A Preferred Stock were exchanged for 900 Shares of Series C Preferred Stock. Series C Stock shall have the right to convert any or all of the series of Series A Preferred Stock into Common Stock. Each share of Series C Preferred Stock shall be convertible at the option of the holder at any time, after the date of issuance of such shares. Each Series C Preferred Share converts into one hundred thousand (100,000) shares of Common Stock. Prior to January 1, 2016, in no event shall the number of Series C Preferred Stock or the number of shares of Common Stock into which the Series C Preferred Stock is convertible be subject to any adjustment resulting from a reverse split of the Common Stock. On all matters the holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. Each holder of Series C Preferred Stock shall be entitled to one (1) vote for each share of series C Preferred Stock held.
In March of 2014 the Company issued 300,000 shares of Series B Preferred stock. The holders of Series B Preferred Stock shall be entitled to when and if declared by the Board of Directors out of the funds of the Company, hasnon cumulative cash dividends accruing on a daily basis from the date of issuance of the Series B Preferred Stock through and including the date on which dividends are paid at an annual rate of six percent (6%) per share of Series B Preferred Stock. Series B Preferred Stock shall rank senior to the Common Stock and the Series C Preferred Stock. On all matters the holders of Series B Preferred Stock and the holders of Common Stock shall vote together and not issued any shares as of December 31, 2013.separate classes and the Series B Preferred Stock shall be counted as one vote per each share.
Reclassifications
Certain reclassifications have been made to prior year balances to conform to the current year presentation.
Comprehensive Income
Comprehensive income represents net income plus the change in equity of a business enterprise resulting from transactions and circumstances from non-owner sources. The Company’s comprehensive income equal net income for the years ended December 31, 2013,2014, and 2012.2013.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
No. 2013-01, January 2013, Balance Sheet(Topic 210): The amendments in this Update affect entities that have derivatives accounted for in accordance with Topic 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. Entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement also are affected because these amendments make them no longer subject to the disclosure requirements in Update 2011-11.
NOTE 34 - GOING CONCERN
As reported in the consolidated financial statements, the Company has an accumulated deficit of $14,029,261$21,389,496 as of December 31, 20132014 and has cash flow constraints with a current revenue stream. These trends have been consistent for the past few years, respectively.
These factors create uncertainty about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease operations.
In order to continue as a going concern, develop and generate revenues and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include raising additional capital through sales of common stock, and entering into acquisition agreements with profitable entities with significant operations. In addition, management is continually seeking to streamline its operations and expand the business through a variety of industries, including real estate and financial management. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 45 - EARNINGS PER SHARE
The following table sets forth the information used to compute basic and diluted net income per share attributable to BDLFthe Company for the years ended December 31:
| | 12/31/2013 | | 12/31/2012 | |
| | | | | |
| Net Income (Loss) | $ | 158,394 | | $ | 924,209 | |
| | | | | | | |
| Weighted-average common shares outstanding basic: | | | | | | |
| | | | | | | |
| Weighted-average common stock | | 167,097,874 | | | 163,318,216 | |
| Equivalents | | | | | | |
| Stock options | | - | | | - | |
| | |
| | | | | | | |
| Warrants | | - | | | - | |
| Convertible Notes | | - | | | - | |
| Weighted-average common shares | | | | | | |
| outstanding- Basic & Diluted | | 167,097,874 | | | 163,318,216 | |
| | | 12/31/2014 | | | 12/31/2013 | |
| | | | | | | |
| Net Income (Loss) | | $ | (7,360,235 | ) | | $ | 158,394 | |
| | | | | | | | | |
| Weighted-average common shares outstanding basic: | | | | | | | | |
| | | | | | | | | |
| Weighted-average common stock - Basic | | | 1,135,896 | | | | 1,113,986 | |
| Equivalents | | | | | | | | |
| Stock options | | | - | | | | - | |
| Convertible note Series B | | | 1,800,000 | | | | - | |
| Convertible note Series C | | | 90,000,000 | | | | - | |
| | | | | | | | | |
| Weighted-average common stock - Diluted | | | 92,935,896 | | | | 1,113,986 | |
NOTE 5 - FIXED ASSETS
| | | | | |
| Fixed assets consist of the following: | | | | |
| | | | | |
| For the Periods Ended, | 12/31/2013 | | 12/31/2012 | |
| | | | | |
| Furniture and fixtures | $ | 0 | | $ | 0 | |
| Computers and software | | 3,500 | | | 3,500 | |
| Other equipment | | 400 | | | 400 | |
| | | | | | | |
| | | 3,900 | | | 3,900 | |
| | | | | | | |
| Accumulated depreciation | | 3,900 | | | 3,900 | |
| Current depreciation expense | | 0 | | | 0 | |
| | | | | | | |
| | | 3,900 | | | 3,900 | |
| | | | | | | |
| Net fixed assets | $ | 0 | | $ | 0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
| Property, plant and equipment consist of the following: | | | | | | |
| | | | | | | |
| Equipment | | $ | 247,750 | | | $ | 0 | |
| Computers and software | | | 7,400 | | | | 3500 | |
| Other equipment | | | 400 | | | | 400 | |
| Total property, plant and equipment | | | 255,550 | | | | 3900 | |
| Less: | | | | | | | | |
| Accumulated depreciation | | | 3,900 | | | | 3900 | |
| Current depreciation expense | | | 20,600 | | | | 0 | |
| Total accumulated depreciation | | | 24,500 | | | | 3900 | |
| | | | | | | | | |
| Net property, plant and equipment | | $ | 231,050 | | | $ | 0 | |
| | | | | | | | | |
| Intangible assets sonsist of: | | | | | | | | |
| | | | | | | | | |
| Goodwill | | $ | 8,007,031 | | | $ | 0 | |
| Less: | | | | | | | | |
| Impairment | | | 6,665,887 | | | | 0 | |
| | | | | | | | | |
| Net intangible assets | | $ | 1,341,144 | | | $ | 0 | |
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company occasionally pays for operating expenses of the partnerships and is reimbursed as funds become available$2,500 per month to the company. Additionally, the Company uses 500 square feet ofa related party for office space from its Interim President rent free.and administrative services on a month-to-month basis. There are no long-term commitments attachedpertaining to this space.
During December of this year the Company sold its working wholly owned subsidiary Pipeline Nutrition U.S.A. Inc. which has had consecutive net loss years to its current CFO and the management of Pipeline. The Company will realize a gain of $139,050 on the transaction in addition receiving potential royalties from the company after the note receivable is paid based on a pre determined formula.
Pipeline currently owes the Company $325,000 from this transaction after an initial $5,000 payment.arrangement.
The companyCompany agreed to set up short term notes payable to the board for unpaid fees during 2013.2013 and the first quarter of 2014. A short term note was issued to Donna Steward for $3,000$3,750 and Charles SnipeSnipes for $1,500 , Robert Anderson for $750, with a statestated 8% interest rate. In addition the Company agreed to set a short term note payable to President Mike King for his 2013 and first quarter 2014 salary of $9,000$11,250 under the same terms. These liabilities were exchanged for stock during the third quarter of 2014.
Our subsidiary, Texas Gulf Exploration & Production Inc., has entered into a five year agreement whereby we have the right of first refusal to provide all wellhead services for all of Texas Gulf Oil & Gas, Inc. oil and or gas wells at cost plus 10% for such services. However, the value for such contract, as reported herein is only a potential future value and differ significantly as it is dependent on upon the future price of oil and the Company's ability to raise capital for the cost of providing services under the contract.
The Company paid off additional related party accrued liabilities through the issuance of 120,000 shares of our common stock valued at $39,000.
NOTE 7 - RELATED PARTY TRANSACTIONS (CONTINUED)
Texas Gulf Oil & Gas, Inc. has a 60-day right of Contents
The company current has no commitments or contingencies that require reporting.
The net operating loss carry forwards for federal income tax purposes will expire between 20142015 and 2029.2032. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 35%34% effective tax rate for our projected available net operating loss carryforward.carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing it’sits business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company is in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs.
In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance in the amount of $4,480,293$6,882,473 at December 31, 20132014 and $4,534,147$4,480,293 at December 31, 2012. The allowance is calculated as equal to the full potential tax benefit of the December 31, 2013 NOL value of $14,029,261.